XOTC:VSST Voice Assist Inc Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-54535


VOICE ASSIST, INC.
(Exact name of registrant as specified in its charter)

Nevada
26-1929199
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

2 South Pointe Dr., Suite 100, Lake Forest, CA
92630
(Address of principal executive offices)
(Zip Code)

(949) 655-1677
(Registrant’s telephone number, including area code)

Copies of Communications to:
Stoecklein Law Group
401 West A St., Suite 1150
San Diego, CA 92101
(619) 704-1310
Fax (619) 704-0556

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x    No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x    No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨
Accelerated filer  ¨
   
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)
Smaller reporting company  x
   
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨   No x

The number of shares of Common Stock, $0.001 par value, outstanding on May 17, 2012, was 34,723,353 shares.


 
1

 

PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.

VOICE ASSIST, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
       
3/31/2012
 
12/31/2011
 
           
 
 
ASSETS
         
               
CURRENT ASSETS
           
 
Cash
   
  $         24,972
 
 $        5,853
 
 
Accounts Receivable
   
           73,211
 
             80,608
 
 
Deferred Customer Activation Costs
   
15,338
 
17,033
 
 
Prepaid Expenses
   
           142,705
 
177,612
 
               
 
Total Current Assets
   
256,226
 
          281,106
 
               
Property & Equipment, Net
   
180,950
 
187,626
 
Software Development, Net
   
           573,092
 
580,322
 
               
 
Other Assets
   
             40,135
 
             40,135
 
               
 
Total Assets
   
 $     1,050,403
 
 $     1,089,189
 
               
LIABILITIES AND STOCKHOLDERS' DEFICIT
       
               
CURRENT LIABILITIES
 
Accounts Payable
   
608,972
 
534,997
 
 
Accounts Payable – Related Parties
   
2,077,000
 
2,023,000
 
 
Accrued Expenses
   
305,527
 
             209,395
 
 
Deferred Revenue
   
61,354
 
68,134
 
 
Loans Payable
   
9,600
 
13,200
 
 
Loans Payable - Related Parties
   
165,000
 
75,000
 
               
 
Total Current Liabilities
   
           3,227,453
 
2,923,726
 
               
NON CURRENT LIABILITIES
           
 
L/T Portion Loans Payable
   
                      -
 
                       -
 
               
 
Total Liabilities
   
3,227,453
 
        2,923,726
 
               
STOCKHOLDERS' DEFICIT
           
 
Preferred stock
   
               2,000
(1)
2,000
(2)
 
Common stock
   
             31,398
(3)
30,699
(4)
 
Additional Paid in Capital
   
21,402,281
 
      21,066,540
 
 
Shares to be Issued
   
80,000
 
-
 
 
Accumulated Deficit
   
    (23,692,729)
 
    (22,933,776)
 
               
               
 
Total Stockholders' Deficit
   
(2,177,050)
 
(1,834,537)
 
               
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
   
 $    1,050,403
 
 $     1,089,189
 
               
               
(1) $.001 par value, 10,000,000 shares authorized, 2,000,000 issued and outstanding
 
(2) $.001 par value, 10,000,000 shares authorized, 2,000,000 issued and outstanding
 
(3) $.001 par value, 100,000,000 shares authorized, 31,397,973 issued and outstanding
 
(4) $.001 par value, 100,000,000 shares authorized, 30,699,223 issued and outstanding
 
 
 
 

The accompanying notes are an integral part of these condensed financial statements.

 
2

 


VOICE ASSIST, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

   
Three Months Ended 3/31/2012
   
Three Months Ended
 3/31/2011
 
             
OPERATING REVENUES
           
Revenues
  $ 133,643     $ 235,049  
                 
OPERATING EXPENSES
               
Direct Cost of Services
    75,252       111,072  
Other Costs
    350       2,468  
Total Direct Cost of Services
    75,602       113,540  
                 
Legal and Professional
    276,569       254,538  
Selling, General and Administrative
    484,793       2,959,789  
Selling, General and Administrative - Related Parties
    14,162       -  
Depreciation and Amortization
    41,807       37,070  
                 
Total Operating Expenses
    892,933       3,364,937  
                 
Net Loss from Operations
    (759,290 )     (3,129,888 )
                 
OTHER INCOME AND (EXPENSE)
               
Interest Expense
    (663 )     (551 )
Other Income (Expense)
    1,800       -  
                 
Total Other Income (Expense)
    1,137       (551 )
                 
Net Loss before Income Taxes
    (758,153 )     (3,130,439 )
                 
Income Tax Expense
    (800 )     (332 )
                 
                 
                 
NET LOSS
  $ (758,953 )   $ (3,130,771 )
                 
Weighted Average Shares Outstanding - Basic and Diluted
    30,990,555       27,247,096  
                 
Net Loss Per Common Share – Basic and Diluted
  $ (0.02 )   $ (0.11 )
                 


The accompanying notes are an integral part of these condensed financial statements.

 
3

 


 VOICE ASSIST, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)


   
For the Three Months Ended 3/31/2012
   
For the Three Months Ended 3/31/2011
 
             
Cash Flows From Operating Activities
           
             
Net Loss
  $ (758,953 )   $ (3,130,771 )
Adjustments to reconcile from Net Loss to net cash
provided by (used in) operating activities:
 
Depreciation and amortization
    41,807       37,070  
Shares to be Issued for Services
    -       147,917  
Stock option amortization
    274,452       1,674,299  
Changes in operating assets and liabilities
               
Accounts receivable
    7,397       (5,014 )
Deferred customer activation costs
    1,695       4,096  
Prepaid expense
    34,907       (5,716 )
Other assets
    -       -  
Accounts payable
    133,975       53,020  
Accounts payable - related party
    54,000       222,222  
Accrued expenses
    96,132       40,492  
Deferred customer activation fees
    (6,780 )     (16,388 )
                 
Net cash (used in) operating activities
    (121,368 )     (978,773 )
                 
Cash flows from investing activities
               
    Acquisition and development of software assets
    (20,151 )     (53,292 )
Purchase  of equipment
    (7,750 )     (26,214 )
                 
Net cash (used in) investing activities
    (27,901 )     (79,506 )
                 
Cash flows from financing activities
               
Proceeds from loans payable
    -       12,000  
Proceeds from loans payable - related party
    90,000       5,612  
Repayment of loans payable
    (3,600 )     (13,200 )
Repayment of loans payable - related party
    -       (86,685 )
Proceeds from issuance of common stock
    81,988       550,000  
                 
Net cash provided by financing activities
    168,388       467,727  
                 
Net Increase/(Decrease) in Cash
    19,119       (590,552 )
                 
Cash, Beginning of Period
    5,853       615,722  
                 
Cash, End of Period
  $ 24,972     $ 25,170  
                 
Supplemental Information:
               
Cash paid for:
               
Taxes
  $ 800     $ -  
Interest Expense
  $ -     $ -  
                 
Non-cash Financing Activities:
               
     Payment of accounts payable through issuance of common stock
  $ 60,000     $ -  
 
The accompanying notes are an integral part of these condensed financial statements.

 
4

 
Voice Assist, Inc.
Notes To Condensed Financial Statements
(Unaudited)



NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Musician’s Exchange was incorporated under the laws of the State of Nevada on February 4, 2008 and developed an internet destination and marketplace for musicians.  On September 28, 2010, Musician’s Exchange amended its articles of incorporation to change its name from Musician’s Exchange to Voice Assist, Inc. (“the Company”).

On July 22, 2010, the Company entered into the following:

(1) An Agreement of Purchase and Sales of Assets with SpeechPhone, LLC, a Delaware Limited Liability Company (“Speechphone”) to purchase substantially all of the assets of Speechphone in exchange for 10,250,000 shares of common stock and also agreed to issue 2,000,000 shares of convertible preferred stock in exchange for extinguishment of $1,700,000 in debt;

(2) An Agreement of Purchase and Sales of Assets with MDM Intellectual Property, LLC, a California Limited Liability Company (“MDM”) to purchase substantially all of the assets of MDM in exchange for 6,150,000 shares of common stock;

(3) An Agreement of Purchase and Sales of Assets with SpeechCard, LLC, a Delaware Limited Liability Company (“SpeechCard”) to purchase substantially all of the assets of SpeechCard in exchange for 1,025,000 shares of common stock;

(4) An Agreement of Purchase and Sales of Assets with Voiceassist, a Delaware Limited Liability Company (“Voiceassist”) to purchase substantially all of the assets of Voiceassist in exchange for 2,050,000 shares of common stock; and

(5) An agreement to issue 1,025,000 shares to purchase Mr. Michael Metcalf’s concept, Music By Voice and shareholders agreed to cancel a total of 8,400,000 shares upon the close of the transaction.

On September 30, 2010, the transaction was closed and substantially all of the assets and certain liabilities of Speechphone and related entities listed above were acquired by the Company.  For accounting purposes, the acquisition of substantially all of the assets and certain liabilities of Speechphone by the Company has been recorded as a reverse acquisition of a public company and recapitalization of Speechphone based on the factors demonstrating that Speechphone represents the accounting acquirer.  The historic financial statements of Speechphone and related entities, while historically presented as an LLC equity structure, have been retroactively presented as a corporation for comparability purposes.  The Company changed its business direction and is now a voice recognition technology company focused on enabling access to any information through any device using speech technology.

 
5

 
Voice Assist, Inc.
Notes To Condensed Financial Statements
(Unaudited)



Basis of presentation

The condensed interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
 
These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these condensed interim financial statements be read in conjunction with the financial statements of the Company for the years ended December 31, 2011 and 2010 and notes thereto included in the Company’s 10-K filed on April 16, 2012. The Company follows the same accounting policies in the preparation of interim reports.
 
Results of operations for the interim period are not indicative of annual results.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Generally, matters subject to estimation and judgment include amounts related to asset impairments, useful lives of fixed assets and capitalization of costs for software developed for internal use.  Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers highly liquid investments with insignificant interest rate risk and original maturities of three months or less to be cash equivalents.  Cash equivalents consist primarily of interest-bearing bank accounts and money market funds.  The Company’s cash positions represent cash on deposit in checking accounts.  These assets are generally available on a daily basis and are highly liquid in nature.

Revenue Recognition

For recognizing revenue, the Company applies the provisions of the Revenue Recognition Topic of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).  Revenues are generated from telephony services including activation fees, hardware fees and monthly usage fees. In most cases, the services performed do not require significant production, modification or customization of the Company’s software or services; therefore, revenues for the hardware fees and monthly usage fees are recognized when evidence of a completed transaction exists, when services have been rendered. The Company recognized revenue from sales of $133,643 and $235,049 during the three months ended March 31, 2012 and 2011, respectively.

 
6

 
Voice Assist, Inc.
Notes To Condensed Financial Statements
(Unaudited)



The activation fees generated from new accounts are recorded as deferred revenue and are amortized over the estimated average customer relationship period.  The net unamortized activation fees were $61,354 and $68,134 at March 31, 2012 and December 31, 2011, respectively.  The costs associated with these activation fees are recorded as deferred costs and are similarly amortized over the estimated average customer relationship period.  The net unamortized costs are $15,338 and $17,033 at March 31, 2012 and December 31, 2011, respectively.  For both the activation fees and costs associated therewith, the estimated average customer relationship period was 24 months for the three months ended March 31, 2012.

Software Development Costs

The Company has adopted the provisions of the Software Topic of the FASB ASC 350 to account for its internally and externally developed software costs since the Company is dependent on the internal use automated speech recognition software to provide the enhanced services.  The capitalization of software development costs begins when a product’s technological feasibility has been established and ends when the product is available for use. Software development costs include direct costs incurred subsequent to establishment of technological feasibility for significant product enhancements.  Amortization is computed on an individual project basis using the straight-line method over the estimated economic life of the projected product, generally three to five years.

As of March 31, 2012, software development costs not yet amortized are $573,092.  During the three months ended March 31, 2012 and 2011, amortization was $27,380 and $24,302, respectively.  

Impairment

FASB ASC 360-10-35-21 requires that long-lived assets to be held and used be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  We regularly evaluate whether events or circumstances have occurred that indicate the carrying value of our long-lived assets may not be recoverable.  If factors indicate the asset may not be recoverable, we compare the related undiscounted future net cash flows to the carrying value of the asset to determine if impairment exists.  If the expected future net cash flows are less than the carrying value, an impairment charge is recognized based on the fair value of the asset.  An evaluation of our intangible assets was conducted utilizing the two step impairment analysis. No impairments were indicated or recorded during three months ended March 31, 2012 and 2011.

Stock-based Payments

The Company records the stock-based compensation awards issued to non-employees and other external entities for goods and services at either the fair market value of the goods received or services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in FASB ASC 505-50-30.

 
7

 
Voice Assist, Inc.
Notes To Condensed Financial Statements
(Unaudited)



Recent Pronouncements

From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date.  If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

NOTE 2 – GOING CONCERN

The financial statements have been presented on a going concern basis, which contemplates, but does not include adjustments for the realization of assets and satisfaction of liabilities in the normal course of business. The Company has a limited operating history and limited funds. As shown in the financial statements, the Company incurred a net loss of $758,953 and cash used by operations of $121,368 for the three months ended March 31, 2012, and had a working capital deficit of $2,971,227 as of March 31, 2012.  These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company believes that it is appropriate for the financial statements to be prepared on a going concern basis. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from the outcome of this uncertainty.

The Company is dependent upon debt and equity financing to continue operations. It is management’s plans to raise necessary funds via private placements of its common stock to satisfy the capital requirements of the Company’s business plan.  There is no assurance that the Company will be able to obtain the necessary funds through continuing debt and equity financing to have sufficient operating capital to support a level of operations to obtain a level of cash flow to sustain continuing operations. If the Company is successful in raising the necessary funds, there is no assurance that the Company will successfully implement its business plan. The Company’s continuation as a going concern is dependent on the Company’s ability to raise additional funds through a private placement of its common stock or debt sufficient to meet its obligations on a timely basis and ultimately to attain profitable operations.

NOTE 3 – LOANS PAYABLE – RELATED PARTIES

The Company received advances totaling $90,000 during the three months ended March 31, 2012. These advances are due upon demand, unsecured, and carry 0% interest.

NOTE 4 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue 10,000,000 shares of its $0.001 par value preferred stock.

 
8

 
Voice Assist, Inc.
Notes To Condensed Financial Statements
(Unaudited)



On October 4, 2010, the Company’s board of directors authorized Series A Convertible Preferred Stock.  The Series A Convertible Preferred stock has a liquidation preference of $1.25 per share and is not entitled to dividends.  The Series A Convertible Preferred stock may be converted on a 1:1 basis into shares of common stock at any time at the option of the holder, subject to adjustments for stock dividends, combinations or splits.  The Series A Convertible Preferred stock has protective provisions.  As long as any Series A Convertible Preferred are outstanding, this Corporation shall not without first obtaining approval of the holders of at least two-thirds of the outstanding Series A Convertible Preferred which is entitled, other than solely by law, to vote with respect to the matter, and which Series  Preferred represents at least two-thirds of the voting power of the then outstanding Series A Convertible Preferred: (a) sell, convey or otherwise dispose of or encumber all or substantially all of its property or business or merge into or consolidate with any other corporation (other than a wholly-owned subsidiary corporation) or effect any transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Corporation is disposed of; (b) alter or change the rights, preferences or privileges of the Series A Convertible Preferred so as to affect adversely the Series A Convertible Preferred; (c) increase or decrease (other than by redemption or conversion) the total number of authorized shares of preferred stock; (d) authorize or issue, or obligate itself to issue, any other equity security, including any other security convertible into or exercisable for any equity security (i) having a preference over, or being on a parity with, the Series A Convertible Preferred with respect to dividends or upon liquidation, or (ii) having rights similar to any of the rights of the Preferred Stock; or amend the Corporation’s Articles of Incorporation or bylaws.

On September 30, 2010, the Company issued 2,000,000 shares of Series A Convertible Preferred stock in exchange for extinguishment of $1,700,000 in debt.

As of March 31, 2012, there have been no other issuances of preferred stock.
 
Common Stock

The Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock.

On March 15, 2012, the Company filed an S-8 statement for 3,000,000 shares (“S-8 Shares”) of already authorized common stock to be registered for sale to attorneys, consultants and employees pursuant to the 2012 Non-Qualified Consultant Stock Compensation Plan.

During the three months ended March 31, 2012, the Company issued the following shares of $0.001 par value common stock:

·  
150,000 shares for stock options exercised by a former executive officer for cash of $1,500.
·  
45,250 shares for stock options exercised by a former officer for cash of $453.
·  
3,500 shares for stock options exercised by an independent contractor for cash of $35.

 
9

 
Voice Assist, Inc.
Notes To Condensed Financial Statements
(Unaudited)



·  
500,000 shares to an attorney as payment for accounts payable valued at $60,000.  These shares were part of the S-8 shares discussed above.

During the three months ended March 31, 2012, the Company committed to issue $.001 par value common stock as follows:

·  
533,333 units consisting of one (1) share of common stock at $0.15 per share and one (1) callable warrant to purchase one share of common stock at $0.50 per share for a period of up to three years.
 
             The value of the shares not yet issued for cash received represent the amount in the “Shares to Be Issued” on the Balance Sheet.

NOTE 5 – WARRANTS AND OPTIONS

Options Granted
 
On March 19, 2012, the Company granted an option to purchase 300,000 shares of common stock at $0.25 per share exercisable for three (3) years per an endorsement contract signed on March 19, 2012.  The fair value of the stock options are $26,333 and the Company recorded consulting expense.
  
          On March 31, 2012, the Company granted an option to purchase 30,000 shares of common stock at $0.50 per share exercisable for five (5) years to an employee per an employment agreement signed on March 1, 2012.  The fair value of the stock options are $1,177 and the Company recorded compensation expense.

The following is a summary of the status of all of the Company’s stock options as of March 31, 2012 and changes during the three months ended on that date:

 
 
Number
of Stock Options
   
Weighted-Average
Exercise Price
 
Outstanding at January 1, 2012
    4,082,489     $ 0.83  
Granted
    370,000     $ 0.24  
Exercised
    (198,750)     $ 0.00  
Cancelled
    (319,444 )   $ 1.00  
Outstanding at March 31, 2012
    3,934,295     $ 0.74  
Options exercisable at March 31, 2012
    3,261,379     $ 0.69  

 
10

 
Voice Assist, Inc.
Notes To Condensed Financial Statements
(Unaudited)



The following table summarizes information about stock options outstanding and exercisable at March 31, 2012:

  STOCK OPTIONS OUTSTANDING AND EXERCISABLE  
 
 
Exercise Price
   
Number of
Options
Outstanding
   
Weighted-Average
Remaining
Contractual
Life in Years
   
Weighted-
Average
Exercise Price
   
Number of
Options
Exercisable
   
 
Intrinsic Value
 
$ 0.01       628,600       4.25     $ 0.01       628,600     $ 62,860  
$ 0.25       300,000       2.96     $ 0.25       300,000     $ 0  
$ 0.50       30,000       5.00     $ 0.50       30,000     $ 0  
$ 1.00       2,975,695       1.51     $ 1.00       2,302,779     $ 0  

As noted above, warrants were issued as part of Units sold to investors for cash.  Thus, there is no compensation expense.  The following is a summary of the status of all of the Company’s non-compensation warrants as of March 31, 2012 and the changes during the three months ended on that date:

   
Number
of Stock Warrants
   
Weighted-Average
Exercise Price
 
Outstanding at January 1, 2012
    3,048,000     $ 1.16  
Granted
    533,333     $ 0.50  
Exercised
    -     $ 0.00  
Cancelled
    -     $ 0.00  
Outstanding at March 31, 2012
    3,581,333     $ 1.06  



NOTE 6 – EMPLOYMENT CONTRACTS

On March 1, 2012, the Company signed an employment contract with an employee to serve as Chief Technology Officer at a monthly salary of $15,000 to be payable in options  to purchase shares of common stock at $0.50 per share exercisable for five (5) years.  Upon sufficient increase in capital resources and/or sales, the employee may begin to receive all or part of the compensation in cash.  Upon such occurrence, the option amount for the month shall be reduced by the cash amount paid.  The employee is to seek out business contacts for the Company.  Should a business relationship between contact and the Company be consummated, the employee will be entitled to 8% commission on revenue generated from the relationship.

 
11

 
Voice Assist, Inc.
Notes To Condensed Financial Statements
(Unaudited)



NOTE 7 – ENDORSEMENT AGREEMENT

On March 19, 2012, the Company entered into an endorsement agreement with Frankie Avalon for the exclusive right and license to use the Frankie Avalon Image in connection with the advertisement, promotion and sale of the Company’s products and services that use voice commands from any phone, computer, tablet, and other electronic device and automobiles to make calls, manage emails, and send text messages in a fast, easy and safe way.

In consideration for the use of the Frankie Avalon Image and for his personal endorsement and agreement to be in one or more television commercials and/or marketing videos, the Company granted an option to purchase up to three hundred thousand (300,000) restricted common shares at $0.25 per share exercisable for three (3) years.

NOTE 8 – SUBSEQUENT EVENTS

On April 1, 2012, the Company signed an employment contract with an employee to serve as a sales person at a monthly salary of $5,000 to be payable in options to purchase shares of common stock at $0.50 per share exercisable for five (5) years. Upon sufficient increase in capital resources and/or sales, the employee may begin to receive all or part of the compensation in cash.  Upon such occurrence, the option amount for the month will be reduced by the cash amount paid.  In addition, upon closing any new sales deals personally, the employee will be entitled to 10% commission.

On April 5, 2012, a Board of Directors resolution authorized the issuance of 443,201 shares of S-8 common stock to three independent contractors for payment of accounts payable valued at $66,479.  These shares were issued on April 17, 2012.
 
On April 17, 2012, the Company issued the following shares of common stock:

·  
1,000,000 shares of common stock as reimbursement to an executive officer for having transferred personal shares to a former executive officer of the Company to settle a liability at $2,000,000
·  
100,000 shares to a related party as payment for accounts payable valued at $23,000
·  
195,000 shares of common stock to an executive officer in lieu of payment for unpaid compensation valued at $23,400.
·  
600,000 shares of common stock to a board member for services rendered as a member of the board valued at $54,000
·  
533,333 shares of common stock for cash received of $80,000 during the period ended March 31, 2012.

 
12

 
Voice Assist, Inc.
Notes To Condensed Financial Statements
(Unaudited)



·  
75,000 shares of common stock to a financial advisory firm per a contract valued at $6,750.
·  
50,000 shares of common stock to general counsel per a contract valued at $4,500.

On April 23, 2012, the Company issued 40,000 shares of common stock per an option exercised by an investment relations firm for cash of $400.  The options were granted in July, 2011.

On April 30, 2012, the Company granted an option to purchase 30,000 shares of common stock at $0.50 per share exercisable for five (5) years to an employee per an employment agreement signed on March 1, 2012.

On April 30, 2012, the Company granted an option to purchase 10,000 shares of common stock at $0.50 per share exercisable for five (5) years to an employee per an employment agreement signed on April 1, 2012.

On May 9, 2012, the Company issued 288,846 shares of  S-8 registered common stock to an independent contractor in payment for payables valued at $37,550.
 
    From May 3 through May 16, 2012, the Company received funds totaling $745,000 from twelve (12) accredited investors for the purchase of  4,966,667 units which consist of one (1) share of common stock at $0.15 per share and one (1) callable warrant to purchase one (1) share of common stock  at $0.50 per share for up to five (5) years.  These shares have yet to be issued.
 

 
13

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this quarterly report. References in the following discussion and throughout this quarterly report to “we”, “our”, “us”, “Voice Assist”, “the Company”, and similar terms refer to Voice Assist, Inc. unless otherwise expressly stated or the context otherwise requires. This discussion contains forward-looking statements that involve risks and uncertainties. Voice Assists’ actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included elsewhere in this filing.

OVERVIEW

Voice Assist is a cloud-based speech recognition technology services company focused on communication, information and transaction processing through any network connected device using speech technology.  Our technology allows consumers to use simple voice commands to dial, email, text or post to social networks.  Our technology allows business clients to automate call answering, call routing and remote access to email, voice mail, CRM or other databases.  Our rapid application development environment allows developers to use SpeechScript™, our proprietary development language, to build additional features that can be added to any account. We offer private labeled versions to resellers such as telecom service providers, wireless and wireline carriers, headset manufacturers, smartphone manufacturers, automobile manufacturers, direct sales companies as well as resellers.  Voice Assist functionality powers many new service offerings including enterprise data access and entry and a safe driving application that enables drivers to keep their eyes on the road rather than on the phone.  Improving personal productivity and maximizing driving safety are just a few of its many benefits.

Uniquely packaged services are available for individual subscribers, businesses and telecom carriers.  We offer compelling value and cost effective solutions in the web services and communications industries.

The proliferation of smartphones has created new revenue streams for Carriers and Developers and accelerated the mobilization of new web and communication services categories such as social networking services (SNS) and location based services (LBS).  Equally important to the Company is that the smartphone has changed user behavior and the means with which users interact with data.

The proliferation of smart phones and tablet PC’s is increasing the number of people using touch screens to interact with content or data.  Unfortunately, touch screens demand the attention of eyes which can be dangerous when driving. We anticipate that the demand for voice enabled devices and applications will grow as smart phones and tablet PC’s continue to saturate the market.  Using voice as the primary interface is the only way to use such devices safely while driving.

 
14

 


This proliferation of connected smart devices has also led to fragmentation in offerings and challenges supporting legacy mobile customers who do not have smartphones.  Voice Assist allows services to be deployed across all handsets and mobile operating systems.  With Voice Assist’s legacy telephony, Voice over Internet Protocol (VoIP) and web services background, Voice Assist is uniquely positioned to provide web (HTTP protocol), SIP/VoIP, and telephony access to users data.  The ability to provide access via multiple communications path is critical to Enterprise offerings and allows Voice Assist to enable services across the broadest range of consumer communication devices.

Mass consumer marketing of mobile voice search products by companies including Apple and Google have created a market awareness for speech enabled services. Voice Assist is uniquely positioned with products and services that are truly handsfree, meaning the user is not required to push a microphone button on their smartphone in order to use our service. The user simply uses speech commands to drive the user experience enabling a handsfree, safe driving solution. Our services work on all mobile and landline phones, allowing mass deployment to all subscribers within a potential partners network.

Voice Assist’s cloud-based services combine proprietary filtering and routing methods to optimize performance with best of breed hosted speech services from Nuance, AT&T, Lucent, Microsoft, and IBM. Built to meet carriers’ stringent requirements for reliability, open standards, scalability, and interoperability, the Voice Assist platform is a complete solution for outsourced enhanced speech services.

How We Generate Revenue

We currently earn our revenues from enterprises and consumers who pay us a monthly recurring fee to use our services.  We also generate revenue by hosting speech applications and providing enhanced communication services to resellers and other service providers.  When the development portal is complete, we also expect to generate revenue on a pay per use basis and/or also based on revenue sharing with 3rd party application developers.

We anticipate revenue will increase in the next twelve months, for which we can provide no assurance. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern.

Results of Operations

Comparison of Quarter Ended and Three Months Ended March 31, 2012 and March 31, 2011

The following table sets forth key components of our results of operations during the  three months ended March 31, 2012 and March 31, 2011. The financial data should be read in conjunction with the financial statements, related notes and other financial information included in this Quarterly Report.

 
15

 


   
Three Months Ended March 31,
 
   
2012
   
2011
 
         
Restated
 
             
OPERATING REVENUES
           
Total Revenues
    133,643       235,049  
                 
OPERATING EXPENSES
               
Direct Cost of Services
    75,252       111,072  
Other Costs
    350       2,468  
Total Direct Cost of Services
    75,602       113,540  
                 
Legal and Professional
    276,569       254,538  
Selling, General and Administrative
    484,793       2,959,789  
Selling, General and Administrative - Related Parties
    14,162       -  
Depreciation and Amortization
    41,807       37,070  
                 
Total Operating Expenses
    892,393       3,364,937  
                 
Net (Loss) from Operations
    (759,290 )     (3,129,888 )
                 
OTHER INCOME AND (EXPENSE)
               
Interest Expense
    (663 )     (551 )
Other Income (Expense)
    1,800       -  
                 
Total Other Income (Expense)
    1,137       (551 )
                 
Net (Loss) before Income Taxes
    (758,153 )     (3,130,439 )
                 
Income Tax Expense
    (800 )     (332 )
                 
                 
                 
NET (LOSS)
  $ (758,953 )   $ (3,130,771 )

Revenues. Our revenues decreased $101,406 in the three months ended March 31, 2012 from $235,049 last year, representing a 43% decrease year-over-year.  The decrease is because of our primary resell customer no longer focusing on selling telecom products and services.

Total Cost of Services. Our total cost of services decreased $37,938, or 33%, to $75,602 in the three months ended March 31, 2012 from $113,540 for the same period in 2011.  The decrease in our total cost of services is a result of reduced wholesale telecom services consumed by a smaller number of wholesale subscribers.
 
Legal and Professional. Our legal and professional expenses increased $22,031, or 9%, for the three months ended March 31, 2012 from $254,538 for the same period in 2011.  The increase in legal and professional fees was the result of non-cash consulting expenses.

 
16

 


Selling, General and Administrative. Our selling, general and administrative expenses decreased $2,474,996 or 84%, to $484,793 for the three months ended March 31, 2012 from $2,959,789 for the same period in 2011. The decrease was largely due to reduction in non-cash stock option compensation expense and other non-cash expense as well as decreased payroll and travel related expenses as the Company reduced its executive staff.

Selling, General and Administrative – Related Parties. Our selling, general and administrative – related parties’ expenses increased $14,162, or 100%, to $14,162 for the three months ended March 31, 2012 from $0 in the same period in 2011. The increase was the result of engaging related party professional staffing.

Depreciation and Amortization. Our depreciation and amortization expenses increased $4,737, or 13%, to $41,807 for the three months ended March 31, 2012 from $37,070 for the same period in 2011. The increase was the result of standard depreciation and amortization of software development costs.

Net (Loss) from Operations. We had $759,290 in net loss from operations for the three months ended March 31, 2012, as compared to net loss from operations of $3,129,888 during the same period in 2011.  The decreased loss was the result of a reduction in non-cash stock option compensation expense and a decrease in professional staffing.

Interest Expense. Our interest expense increased $112, or 20%, to $663 for the three months ended March 31, 2012 from $551 in the same period in 2011. The increase was the result of finance charges for late payment of accounts payable.

Other Income. Our other income increased $1,800 for the three months ended March 31, 2012 from $0 in the same period in 2011. The increase was the result of subleasing unused office space.

Net Loss. For the three months ended March 31, 2012, we generated a net loss of $758,953, a decrease of $2,371,818, or 76%, from a net loss of $3,130,771 for the same period in 2011. This decrease was primarily attributable to a reduction in non-cash stock option compensation expense and the decrease in executive staffing.

Liquidity and Capital Resources

The following table summarizes total current assets, total current liabilities and working capital at March 31, 2012 compared to December 31, 2011.

 
March 31,
 2012
December 31, 2011
Increase / (Decrease)
$
%
         
Current Assets
$        256,226
$          281,106
$      (24,880)
(9%)
         
Current Liabilities
3,227,453
2,923,726
303,727
10%
         
Working Capital (deficit)
$  (2,971,227)
$    (2,642,620)
$      328,607
12%


 
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Liquidity is a measure of a company’s ability to meet potential cash requirements. We have historically met our capital requirements through the issuance of stock and by borrowings. In the future, we anticipate we will be able to provide the necessary liquidity needed from the revenues generated from operations.

Since inception, we have financed our cash flow requirements through issuance of common stock and related party notes payable. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations, pending additional revenues. Additionally, we anticipate obtaining additional financing to fund operations through common stock offerings to the extent available or to obtain additional financing to the extent necessary to augment our working capital. In the future we need to generate sufficient revenues from product and software sales in order to eliminate or reduce the need to sell additional stock or obtain additional loans.  There can be no assurance we will be successful in raising the necessary funds to execute our business plan.

During the three months ended March 31, 2012, the current assets decreased by $24,880 when compared to December 31, 2011 due to a reduction in accounts receivable, deferred customer activation costs and prepaid expenses.  
 
During the three months ended March 31, 2012, the current liabilities increased by $303,726 when compared to December 31, 2011 current liabilities of $2,923,726.  The increase can be attributed to increases in accounts payable, accrued expenses and related party loans payable.

We anticipate that we may incur operating losses during the next twelve months. The Company’s minimal operating history makes predictions of future operating results difficult to ascertain.  Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks include, but are not limited to, an evolving and unpredictable business model and the management of growth. These factors raise substantial doubt about our ability to continue as a going concern. To address these risks, we must, among other things, increase our customer base, implement and successfully execute our business and marketing strategy, continually develop and upgrade our website, provide national and regional industry participants with an effective, efficient and accessible website on which to promote their products and services through the Internet, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

Going Concern
 
The financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of Voice Assist as a going concern. Voice Assist may not have a sufficient amount of cash required to pay all of the costs associated with operating and marketing of its services. Management intends to use revenues and sales of our common stock to mitigate the effects of cash flow deficits; however no assurance can be given that debt or equity financing, if and when required, will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should Voice Assist be unable to continue existence.

 
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Significant changes in the number of employees.

We currently have 15 full time employees and independent contractors.   We do not anticipate a significant change in the number of employees over the next twelve months.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies and Estimates

The preparation of our condensed financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions.

Revenue Recognition

For recognizing revenue, the Company applies the provisions of the Revenue Recognition Topic of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).  Revenues are generated from telephony services including activation fees, hardware fees and monthly usage fees. In most cases, the services performed do not require significant production, modification or customization of the Company’s software or services; therefore, revenues for the hardware fees and monthly usage fees are recognized when evidence of a completed transaction exists, generally when services have been rendered.

The activation fees generated from new accounts are recorded as deferred revenue and are amortized over the estimated average customer relationship period.  The net unamortized activation fees were $61,354 at the three months ended March 31, 2012.  The costs associated with these activation fees are recorded as deferred costs and are similarly amortized over the estimated average customer relationship period.  The net unamortized costs are $15,338 at the three months ended March 31, 2012.  For both the activation fees and costs associated therewith, the estimated average customer relationship period was 24 months for the three months ended March 31, 2012.

Stock-Based Compensation

The Company accounts for stock-based awards to employees in accordance with Financial Accounting Standards Board’s Accounting Standard Codification (ASC) 718 “Stock Compensation.” Options granted to consultants, independent representatives and other non-employees are accounted for using the fair value method as prescribed by ASC 718.

 
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

This item in not applicable as we are currently considered a smaller reporting company.

Item 4T. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report.  Based on that evaluation, it was concluded that our disclosure controls and procedures are not designed at a reasonable assurance level and are not effective to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 
20

 


PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We are not a party to any material legal proceedings.

Item 1A. Risk Factors.

The risk factors listed in our 2011 Form 10-K on pages 10 to 20, filed with the Securities Exchange Commission on April 16, 2012, are hereby incorporated by reference.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Stock and Warrants Issued Pursuant to Subscription Agreements

During February and March 2012, the Company received $80,000 from an accredited investor for purchase of 533,333 units consisting of one (1) share of common stock at $0.15 per share and one (1) callable warrant to purchase one share of common stock at $0.50 per share for a period of up to three years.  These shares were issued on April 17, 2012.

We believe that the issuance of the above shares and warrants will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506 The shares will be issued directly by the Company and will not involve a public offering or general solicitation. The recipient of the shares was afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make their investment decision, including the financial statements and 34 Act reports. We reasonably believed that the recipients, immediately prior to the sale of the shares, were accredited investors and had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The recipients had the opportunity to speak with our management on several occasions prior to their investment decision. There will be no commissions paid on the issuance and sale of the shares.

Stock Issued as Payment to Third Parties

On January 1, 2012, the Company amended a previous agreement with an investment relations firm for the issuance of 100,000 shares of common stock for services to be rendered over six months.  The shares are to be issued at the end of the six month period.

On February 27, 2012 the Company signed an agreement with outside legal counsel that authorized the issuance of fifty thousand (50,000) shares of common stock in connection with services to be rendered. These shares were issued on April 17, 2012.

On March 2, 2012, the Company signed an agreement with a financial advisory company that authorized the issuance of three hundred thousand (300,000) shares of common stock in connection with services to be rendered.  The Company will to issue 75,000 shares quarterly.  The first 75,000 shares were issued on April 17, 2012.

 
21

 


We believe that the forthcoming issuance of the above shares will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506.  The shares were issued directly and did not involve a public offering or general solicitation.  The recipients of the shares were afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make their investment decisions, including the financial statements and 34 Act reports.  We reasonably believed that the recipients, immediately prior to the issuance of the shares, had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investments.  The recipients had the opportunity to speak with the Company’s management on several occasions prior to their investment decision.  There will be no commissions paid on the issuance of the shares.

Issuance of Stock as a result of the Exercise of Stock Options

During the three month period ending March 31, 2012, the Company issued a total of one hundred ninety-eight thousand seven hundred fifty (198,750) restricted shares of Common Stock to two former employees and one independent contractor for exercised options granted in June and September, 2011.

We believe that the issuance of the above shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506.  The shares were sold directly and did not involve a public offering or general solicitation.  The recipients of the shares were afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make their investment decisions, including the financial statements and 34 Act reports.  We reasonably believed that the recipients, immediately prior to the issuance of the shares, had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investments.  The recipients had the opportunity to speak with the Company’s management on several occasions prior to their investment decision.  There were no commissions paid on the issuance of the shares.

Issuance of Registered Stock

On March 3, 2012, the Company issued five hundred thousand (500,000) shares of  common stock to legal counsel as payment for accounts payable. The shares issued were registered in a Registration Statement on Form S-8 filed on March 15, 2012.
 
Options Issued as Payment to Consultants
 
On March 19, 2012, the Company granted an option to purchase 300,000 shares of common stock as $0.25 per share exercisable for three (3) years per an endorsement contract signed on March, 19 2012.

Options Issued as Payment to Employees

On March 31, 2012, the Company granted an option to purchase 30,000 shares of common stock at $0.50 per share exercisable for five (5) years to an employee per an employment agreement signed on March 1, 2012.
 
Subsequent Events

Stock Issued to Affiliates

Subsequent to the period ended March 31, 2012, in April, 2012, the Company issued Mr. Michael Metcalf, the Chief Executive Officer of the Company, 1,000,000 shares of Common Stock to replace personal shares issued to the former President of the Company, Ms. Randy Granovetter

 
22

 


Subsequent to the period ended March 31, 2012, in April 2012, the Company issued Mr. Michael Metcalf, the Chief Executive Officer of the Company 195,000 shares of the Company’s Common Stock as partial payment for compensation not paid during the year ended December 31, 2011.

Subsequent to the period ended March 31, 2012, in April 2012, the Company issued 600,000 shares of the Company’s common stock to Mr. Donald Sutherland as compensation for his services on the Company’s Board of Directors.

We believe that the issuance and sale of the above shares will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506 The shares will be issued directly by the Company and will not involve a public offering or general solicitation. The recipients of the shares have been afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make their investment decision, including the financial statements and 34 Act reports. We reasonably believed that the recipients, immediately prior to the sale of the shares, were accredited investors and had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The recipients had the opportunity to speak with our management on several occasions prior to their investment decision. There will be no commissions paid on the issuance and sale of the shares.

Stock Issued as Payment to Related Third Party

Subsequent to the period ended March 31, 2012, in April 2012 the Company issued Summit Capital, USA, Inc. one hundred thousand (100,000) shares of restricted common stock to repay an accounts payable due in the amount of twenty three thousand dollars ($23,000).

We believe that the issuance of the above shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506. The shares will be issued directly by the Company and will not involve a public offering or general solicitation. The recipient of the shares has been afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make their investment decision, including the financial statements and 34 Act reports. We reasonably believed that the recipient, immediately prior to the sale of the shares, were accredited investors and had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The recipient had the opportunity to speak with our management on several occasions prior to their investment decision. There were no commissions paid on the issuance and sale of the shares.

Options Issued as Payment to Employees

Subsequent to period ended on March 31, 2012, on April 30, 2012, the Company granted an option to purchase 30,000 shares of common stock at $0.50 per share exercisable for five (5) years to an employee per an employment agreement signed on March 1, 2012.

 
23

 


Subsequent to period ended on March 31, 2012, on April 30, 2012, the Company granted an option purchase 10,000 shares of common stock at $0.50 per share exercisable for five (5) years to an employee per an employment agreement signed on April 1, 2012

We believe that the granting of the above shares underlying the options was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506. The shares underlying the warrants will be issued directly by the Company and will not involve a public offering or general solicitation. The recipient of the shares has been afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make their investment decision, including the financial statements and 34 Act reports. We reasonably believed that the recipient, immediately prior to the sale of the shares, were accredited investors and had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The recipient had the opportunity to speak with our management on several occasions prior to their investment decision. There were no commissions paid on the issuance and sale of the shares.

Issuance of Registered Stock

Subsequent to period ended March 31, 2012, on April 17, 2012, the Company issued 533,333 shares of common stock to an accredited investor for $80,000 received during the period ended March 31, 2012.

Subsequent to period ended March 31, 2012, on April 17, 2012, the Company issued 50,000 shares of common stock to general counsel pursuant to a Board of Directors resolution dated April 20, 2012.

Subsequent to period ended March 31, 2012, on April 17, 2012, the Company issued 443,201 shares of common stock to three independent contractors for payment of accounts payable. The shares issued were registered in a Registration Statement on Form S-8 filed on March 15, 2012.

Subsequent to period ended March 31, 2012, on April 17, 2012, the Company issued 75,000 shares of common stock to a financial advisory group pursuant to a contract signed on March 2, 2012.

Subsequent to period ended March 31, 2012, on April 17, 2012, the Company issued 40,000 shares of common stock to an investor relations company for an exercised option granted on July 25, 2011.

Subsequent to period ended March 31, 2012, on May 9, 2012, the Company issued 288,846 shares of common stock to an independent contractor for payment of accounts payable. The shares issued were registered in a Registration Statement on Form S-8 filed on March 15, 2012.

 
24

 


Stock and Warrants To be Issued Pursuant to Subscription Agreements

Subsequent to period ended March 31, 2012, from May 3 through May 16, 2012, the Company received funds totaling $745,000 from twelve (12) accredited investors for the purchase of 4,966,667 units which consist of one (1) share of common stock at $0.15 per share and one (1) callable warrant to purchase one (1) share of common stock at $0.50 per share for up to five (5) years.  These shares have yet to be issued.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the quarter covered by this report.

Item 3.               Defaults Upon Senior Securities.

None.

Item 5.               Other Information.

None.

 
25

 


Item 6. Exhibits.

Exhibit No.
 
Description
     
31.1
 
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2
 
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1
 
Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2
 
Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101.INS*
 
XBRL Instance Document
     
101.SCH*
 
XBRL Taxonomy Extension Schema
     
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase
     
101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase
     
101.LAB*
 
XBRL Taxonomy Extension Label Linkbase
     
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase

*
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.



 
26

 

SIGNATURES

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


VOICE ASSIST, INC.


By: /S/ Donna Moore                                                                                                                                             
Donna Moore, Chief Financial Officer and Principal Financial Officer


By:/S/ Michael Metcalf                                                                                                                                            
       Michael Metcalf, Chief Executive Officer and Principal Executive Officer

Date: May 21, 2012



 
 
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XOTC:VSST Voice Assist Inc Quarterly Report 10-Q Filling

Voice Assist Inc XOTC:VSST Stock - Get Quarterly Report SEC Filing of Voice Assist Inc XOTC:VSST stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

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XOTC:VSST Voice Assist Inc Quarterly Report 10-Q Filing - 3/31/2012
Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol |  Title Star Rating |  Category |  Total Assets |  Top Holdings |  Top Sectors |  Symbol |  Name Title |  Date |  Author |  Collection |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol / Ticker |  Title Star Rating |  Category |  Total Assets |  Symbol / Ticker |  Name Title |  Date |  Author |  Collection |  Popularity |  Interest Title |  Date |  Company |  Symbol |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Title |  Date |  Company |  Symbol |  Interest |  Popularity

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