Entry Into a Material Definitive

The information provided in Item 3.02 below is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities

On February 3 2017, Advanced Voice Recognition Systems, Inc. (the Company) entered into a Stock Purchase Agreements (the Stock Purchase Agreement) with one private investor. Pursuant to the Stock Purchase Agreement, on February 3, 2017, the Company sold an aggregate of 600,000 shares of common stock at a purchase price of $0.005 per share for a total of $3,000.

The Company paid no underwriting discounts or commissions. A copy of the form of stock purchase agreement is filed as Exhibit10.1 to this Current Report and is incorporated herein by reference.

These issuances are granted based on exempt ions from registration under the Securities Act of 1933, as amended (the Securities Act), and applicable state laws pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D. These issuances qualified for this exemption from registration because (i) the Investors are accredited investors as that term is defined in Regulation D promulgated under the Securities Act; (ii) the Company did not engage in any general solicitation or advertising to market the securities; (iii) the Investors were provided the opportunity to ask questions and receive answers from the Company regarding the issuance; (iv) the securities were issued to a person with knowledge and experience in financial and business matters so that he is capable of evaluating the merits and risks of an investment in the Company; and (v) the Investors will receive restricted securities.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Document

10.1 Form of Stock Purchase Agreement


Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: February 8, 2017


/s/ Walter Geldenhuys

Name: Walter Geldenhuys

Title: President, Chief Executive Officer & Chief Financial Officer


Exhibit No. Document

10.1 Form of Stock Purchase Agreement

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Entry Into a Material Definitive - June 10, 2020

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