Item 3.02. Unregistered Sales of Equity Securities
On April 19, 2023 Advanced Voice Recognition Systems, Inc. (the "Company")
entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with
one private investor. Pursuant to the Stock Purchase Agreement, on April 20,
2023, the Company sold an aggregate of 262,579,731 shares of common stock at a
purchase price of $0.001165 per share for a total of $305,682. The funds were
used to pay all the Company's debts. The Company paid no underwriting discounts
or commissions. A copy of the form of stock purchase agreement is filed as
Exhibit 10.2 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 Investor is an "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 Investor
was 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 the investor
is capable of evaluating the merits and risks of an investment in the Company;
and (v) the Investor received " restricted securities."
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