Washington, D.C. 20549




Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) August 29, 2019




(Exact name of registrant as specified in its charter)





(State or other jurisdiction


(IRS Employer

of incorporation)

File Number)

Identification No.)


7659 E. Wood Drive

Scottsdale, Arizona 85260

(Address of principal executive offices)


(480) 704-4183

Registrant’s telephone number, including area code



(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class



Name of each exchange

on which registered

Common Stock, $.001 par value per share




Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company          [X]


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Item 1.01.  Entry Into a Material Definitive Agreement


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


Item 3.02.  Unregistered Sales of Equity Securities


On August 29, 2019, 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 August 29, 2019, the Company sold an aggregate of 1,000,000 shares of common stock at a purchase price of $0.016 per share for a total of $16,000.00. 


The Company paid no underwriting discounts or commissions.  A copy of the form of stock purchase agreement is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.


These issuances are granted based on exemptions 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: August 30, 2019


 /s/ Walter Geldenhuys



Name: Walter Geldenhuys


Title: President, Chief Executive Officer & Chief Financial Officer


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