UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): October 1, 2008 (September 25,
2008)
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ADVANCED
VOICE RECOGNITION SYSTEMS, INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-52390
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98-0511932
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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7659
E. Wood Drive, Scottsdale, Arizona 85260
(Address
of principal executive offices)
(Zip
Code)
Registrant's
telephone number, including area code
(480)
704-4183
__________N/A__________
(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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On
September 25, 2008, Advanced Voice Recognition Systems, Inc., a Nevada
corporation (the “Company”), entered into a Purchase Agreement dated September
24, 2008 with Lion Share Capital LLC, a Kansas limited liability company (“Lion
Share”), pursuant to which Lion Share issued to the Company a promissory note in
the amount of $5,000,000 in exchange for 16,000,000 shares of the Company’s
common stock, par value $.001 per share. The promissory note will accrue
interest
at
an
annual rate equal to 7.5% and will mature in full on March 23, 2009. A
copy
of the
Purchase Agreement, which includes a copy of the promissory note, is included
as
Exhibit 10.1 to this Current Report on Form 8-K.
Pursuant
to the Purchase Agreement, Lion Share is required to repay the principal amount
of the promissory note, together with all interest thereon, in three
installments: $750,000 in principal, together with all accrued but unpaid
interest thereon, on or before November 8, 2008; $3,000,000 in principal,
together with all accrued but unpaid interest thereon, on or before February
6,
2009; and $1,250,000 in principal, together with all accrued but unpaid interest
thereon, on or before March 23, 2009. Lion Share pledged the shares of common
stock issued to it pursuant to the Purchase Agreement as collateral to secure
Lion Share’s satisfaction of its obligations under the promissory note. Portions
of the shares of common stock pledged as collateral will be released upon the
Company’s receipt of the periodic principal and interest payments.
On
September 29, 2008, the Company and Lambert Lavallee entered into a Letter
Agreement dated September 29, 2008 (the “Modification Agreement”), which
modifies that certain Letter Agreement dated April 28, 2008 (the “Letter
Agreement”). The Letter Agreement was included as Exhibit 10.2 to the Company’s
Current Report on Form 8-K filed on May 19, 2008. Pursuant to the Modification
Agreement, Mr. Lavallee is required to deliver to the Company an aggregate
of
$1,400,000
on or before November 15, 2008, or in the alternative, tender to Company for
cancellation two and one-half (2 1/2) shares of the Company’s common stock for
every $1 not paid, subject to the terms and conditions of the Letter Agreement,
as modified by the Modification Agreement.
The
Modification Agreement is included as Exhibit 10.2 to this Current Report on
Form 8-K.
Item
3.02 Unregistered Sales of Equity Securities
As
described in Item 1.01 above, on September 25, 2008, the Company issued
16,000,000 shares of its common stock, par value $.001 per share, to Lion Share.
The issuance was completed in reliance on exemptions from registration under
Section 4(2) of the Securities Act and Rule 506 of Regulation D. The securities
were acquired by a single investor who had access to information about the
Company.
Item
7.01 Regulation FD Disclosure.
On
September 29, 2008, the Company issued a press release entitled “Advanced Voice
Recognition Systems, Inc. to Receive $5 Million Investment from Wichita, Kansas
Firm Lion Share Capital, LLC.” A copy of the press release is furnished herewith
as Exhibit 99.1.
All
of
the information in this Item 7.01 of this Form 8-K is being furnished and
shall not be deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, or otherwise subject to the liabilities of
that
section. The information in this Item 7.01 of this Form 8-K also shall not
be deemed to be incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, except to
the
extent that the Company specifically incorporates it by reference.
Item
9.01 Financial Statements and Exhibits.
Exhibit
No.
Descriptions
10.1
Purchase
Agreement dated September 24, 2008.
10.2
Letter
Agreement dated September 29, 2008.
99.1
Press
release dated September 29, 2008.
SIGNATURES
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.
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ADVANCED
VOICE RECOGNITION SYSTEMS, INC.
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Dated:
October 1, 2008
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By:
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/s/
Walter
Geldenhuys
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Name:
Walter Geldenhuys
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Title:
President, Chief Executive Officer & Chief Financial
Officer
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Exhibit
Index
Exhibit
No.
Document
10.1
Purchase
Agreement dated September 24, 2008.
10.2
Letter
Agreement dated September 29, 2008.
99.1
Press
release dated September 29, 2008.
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