AVOI Advanced Voice Recognition Systems Inc (PK)

Section 5 - Corporate Governance and Management Item

5.01 Changes in Control of Registrant.

On April 19, 2023 pursuant to the same Stock Purchase Agreement (the “Stock Purchase Agreement”) as stated in Section 3.02, the President of  Advanced Voice Recognition Systems, Inc. (the “Company”) sold 17,000,000 shares of his Common Stock to the same investor resulting in the Investor owning 52.89% of the Issued and Authorized Shares.  The purchase price was $53,000.00 or $0.003117 per share.  The sale by the Company and the President resulted in a change of control. 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.”