UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.  20549
 
 FORM 10-Q/A
 (Amendment No. 1)
 
 xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the quarterly period ended March 31, 2011
 
  ̈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 Street , Suite 1150
 San Diego, CA 92101
 (619) 704-1310
 Fax (619) 704-0556
 
 Indicate by check mark whether the registrant (1) 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, 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 14, 2011, was 27,395,000
 shares.
 
 
  1
  *EXPLANATORY NOTE – RESTATEMENT OF FINANCIAL INFORMATION- The Registrant is filing this Form 10-Q/A  amending the Form 10-Q for the period ended March 31, 2011 originally filed on May 16, 2011 to amend and restate financial statements and other financial information.
  The restated unaudited quarterly financial statements in this Form 10-Q/A account for the non recording of the valuation of personal shares transferred from the Chief Executive Officer of the Company to a former executive officer for services rendered to the Company. The adjustment results in an increase in the total net loss for the period and has no effect on the Company’s historical or future revenues, cash or total assets.
  This Form 10Q/A should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of Form 10-Q for the period ended March 31, 2011 originally filed on May 16, 2011.
  The following items have been amended as a result of the restatement described above:
  ·
Part I- Item 1- Financial Statements
 ·
Item 1- Notes to Financial Statements
 ·
Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations.
   No changes were made to the other disclosures in this Form 10-Q/A for the period ended March 31, 2011.
 
 
  2
  PART I -- FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 VOICE ASSIST, INC.CONDENSED BALANCE SHEETSRestatedMarch 31,


December 31,2011


2010(unaudited)ASSETSCURRENT ASSETSCash

$
25,170


$
615,722Accounts Receivable


49,753



44,739Deferred Customer Activation Costs


16,965



21,061Prepaid Expenses


21,972



16,256Total Current Assets


113,860



697,778Property & Equipment, Net


172,055



158,610Software Development, Net


525,220



496,229OTHER ASSETSOther Assets


30,743



28,643Total Other Assets


30,743



28,643Total Assets

$
841,878


$
1,381,260LIABILITIES AND STOCKHOLDERS' EQUITY (DECIFIT)CURRENT LIABILITIESAccounts Payable


307,657



254,637Accounts Payable - Related Party


222,222



-Accrued Expenses


50,492



10,000Deferred Revenue


67,851



84,238Current Portion - L/T Loans Payable


12,784



13,984Loans Payable - Related Parties


629,629



708,603Total Current Liabilities


1,290,635



1,071,462NON CURRENT LIABILITIESL/T Portion Loans Payable


-



-Total Liabilities


1,290,635



1,071,462STOCKHOLDERS' EQUITY (DEFICIT)Preferred stock, $0.001 par value, 10,000,000 sharesauthorized, 2,000,000 and 2,000,000 shares issuedand outstanding as of March 31, 2011 andDecember 31, 2010, respectively


2,000



2,000Common stock, $0.001 par value, 100,000,000 sharesauthorized, 27,370,000 and 26,600,000 shares issuedand outstanding as of March 31, 2011 andDecember 31, 2010, respectively


27,370



26,600Additional Paid in Capital


15,220,918



12,007,389Shares to be Issued


127,917



970,000Retained Earnings


(15,826,962
)


(12,696,191
)Total Stockholders' Equity (Deficit)


(448,757
)


309,798TOTAL LIABILITIES ANDSTOCKHOLDERS' EQUITY (DEFICIT)

$
841,878


$
1,381,260
 
 
 The accompanying notes are an integral part of these financial statements.
  3
  
 
 VOICE ASSIST, INC.CONDENSED STATEMENTS OF OPERATIONS(unaudited)RestatedThree Months Ended March 31,2011


2010OPERATING REVENUESTotal Revenues


235,049



375,207OPERATING EXPENSESDirect Cost of Services


111,072



82,598Other Costs


2,468



5,826Total Direct Cost of Services


113,540



88,424Legal and Professional


254,538



750Selling, General and Administrative


2,921,729



148,161Selling, General and Administrative - Related Parties


-



78,337Advertising and Marketing


38,060



36,434Depreciation and Amortization


37,070



9,547Total Operating Expenses


3,364,937



361,653Net (Loss) from Operations


(3,129,888
)


13,554OTHER INCOME AND (EXPENSE)Interest Expense


(551
)


(107,885
)Other Income (Expense)


0



9,567Total Other Income (Expense)


(551
)


(98,318
)Net (Loss) before Income Taxes


(3,130,439
)


(84,764
)Income Tax Expense


(332
)


(800
)NET (LOSS)

$
(3,130,771
)

$
(85,564
)Weighted Average Shares


27,247,096



20,460,080Earnings Per Share

$
(0.11
)

$
(0.00
)
 
 
 The accompanying notes are an integral part of these financial statements.
 
  4
  VOICE ASSIST, INC.COMBINED STATEMENTS OF CASH FLOWS(unaudited)RestatedThree Months Ended March 31,


Three Months Ended March 31,2011


2010Operating ActivitiesNet (Loss)

$
(3,130,771
)

$
(85,564
)Adjustments to reconcile from Net Loss to net cash providedby (used in) operating activities:Depreciation and amortization


37,070



9,547Shares Issued for Services


147,917



-Stock Option Amortization


1,674,299Changes in operating assets and liabilitiesAccounts Receivable


(5,014
)


-Deferred Customer Activation Costs


4,096



750Prepaid Expense


(5,716
)


(11,937
)Other Assets


-



-Accounts Payable


53,020



(45,669
)Accounts Payable, Related Party


222,222



85,602Bank Overdraft


0



608Accrued Expenses


40,492



(35,088
)Accrued Interest Payable


-



91,026Deferred Customer Activation Fees


(16,388
)


(6,860
)Net cash provided by (used in) operating activities


(978,773
)


2,415Cash flows from investing activitiesAcquisition and development of software assets


(53,292
)


(0
)Purchase  of Equipment


(26,214
)


(7,499
)Net cash provided by (used in) investing activities


(79,506
)


(7,499
)Cash flows from financing activitiesProceeds from Loans Payable, Related Party


5,612



16,227Proceeds from Loans Payable


12,000



-Repayment of Loans Payable


(13,200
)


(7,352
)Repayment of Loans Payable, Related Party


(86,685
)


(13,500
)Proceeds from issuance of common stock


550,000



10,000Net cash provided by (used in) financing activities


467,727



5,375Net Increase/(Decrease) in Cash


(590,552
)


291Cash, Beginning of Year


615,722



-Cash, End of Year

$
25,170


$
291Supplemental Information:Cash paid for:Taxes

$
-


$
-Interest Expense

$
-


$
-Non Cash Financing Activities:Equipment Purchased under Capital Leases

$
-


$
-
 
 The accompanying notes are an integral part of these financial statements.
  5
 Voice Assist, Inc.
 (formerly Musician’s Exchange, 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.
  6
 Voice Assist, Inc.
 (formerly Musician’s Exchange, 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, 2010 and 2009 and notes thereto included in the Company’s 10-K filed on April 1, 2011. 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, generally when services have been rendered. The Company recognized revenue from sales of $235,049 and $375,207 during the three months ended March 31, 2011 and 2010, respectively.
  7
 Voice Assist, Inc.
 (formerly Musician’s Exchange, 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 $67,851 and $84,238 at March 31, 2011 and December 31, 2010, 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 $16,965 and $21,061 at March 31, 2011 and December 31, 2010, 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, 2011.
 
 Software Development Costs
 
 The Company has adopted the provisions of the Software Topic of the FASB ASC Topic 350 to account for 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, 2011, software development costs not yet amortized are $525,220.  During the three months ended March 31, 2011 and 2010, amortization was $24,302 and $0, respectively.
  Impairment
 
 FASB ASC 360-10-35-21 (Prior authoritative literature, FASB Statement 144, Accounting for the Impairment and Disposal of Long-Lived Assets) 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, 2011 and 2010.
  8
 Voice Assist, Inc.
 (formerly Musician’s Exchange, Inc.)
 Notes To Condensed Financial Statements
 (Unaudited)
  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 (Prior authoritative literature, EITF 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods, or Services).
 
 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 $3,130,771 and cash used by operations of $978,773 for the three months ended March 31, 2011, and had a working capital deficit of $1,176,774 and stockholders’ deficit of $448,757 as of March 31, 2011.  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.
  9
 Voice Assist, Inc.
 (formerly Musician’s Exchange, Inc.)
 Notes To Condensed Financial Statements
 (Unaudited)
  
 NOTE 3 – ACCOUNTS PAYABLE – RELATED PARTIES – RESTATED
 
 During the year end audit for the period ended December 31, 2011,  the Company determined that a liability needed to be recorded for the transfer of 1,000,000 personal shares valued at $2,000,000 from the CEO to a former executive officer of the Company for services that had been rendered.  The Company recorded the liability because it was considering whether or not to reimburse these shares to the CEO.  The shares were transferred at the beginning of 2011 and vested over a three year period with one month immediately.  This required that a payable and an expense for $222,222 be recorded in the quarter ended March 31, 2011.  The financial statements have been restated to reflect this transaction.
 
 NOTE 4 – LOANS PAYABLE – RELATED PARTIES
 
 The Company received advances from shareholder totaling $5,612 during the period ended March 31, 2011. These advances are due upon demand, unsecured, and carry 0% interest.  During the period ended March 31, 2011, the Company paid $86,685 to related entity controlled by shareholder.
 
 NOTE 5 – STOCKHOLDERS’ EQUITY
 
 Preferred Stock
 
 The Company is authorized to issue 10,000,000 shares of its $0.001 par value preferred stock.
 
 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.
  10
 Voice Assist, Inc.
 (formerly Musician’s Exchange, Inc.)
 Notes To Condensed Financial Statements
 (Unaudited)
  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, 2011, 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 September 30, 2010, the Company completed its Agreement of Purchase and Sale of Assets with Speechphone, LLC, MDM LLC, Speechcard, LLC and Voiceassist and issued a total of 20,500,000 restricted shares of common stock of the Company.  In connection with the Agreement of Purchase and Sales of Assets, principal shareholders cancelled a total of 8,400,000 shares upon the close of the transaction.
 
 During the three months ended March 31, 2011, the Company issued the following shares of $0.001 par value common stock:
 
 ·
450,000 shares for $900,000 cash received in December, 2010
 ·
20,000 shares in exchange for services reported in the period ended December 31, 2010
 ·
25,000 shares in exchange for services during the period ended March 31, 2011
 ·
275,000 shares for $550,000 cash received during the three months ended March 31, 2011
 
 During the three months ended March 31, 2011, the Company committed to issue shares
 of $0.001 par value common stock as follows:
 
 ·
In exchange for services - 50,000 shares of common stock valued at $100,000.  The Company issued 25,000 shares of this commitment during March, 2011.
 ·
As commission for funds raised on behalf of the Company at 3.5%. Included in the $550,000 cash received during the period ended March 31, 2011, funds raised under the contract for commissions totaling $250,000 were raised resulting in a commission of $8,750.
 ·
In exchange for unpaid officer compensation for two of the officers of the Company totaling $39,167.
 
 The remaining value of the shares for the commitments for services received made in December, 2010 and March, 2011, the commissions due and the value of unpaid officer compensation represent the amount in the “Shares to Be Issued” on the Balance Sheet.
  11
 Voice Assist, Inc.
 (formerly Musician’s Exchange, Inc.)
 Notes To Condensed Financial Statements
 (Unaudited)
  NOTE 6 – WARRANTS AND OPTIONS
 
 On January 25, 2011, the Company granted a total of 2,500,000 options from the 2010 Stock Incentive Plan  to three employees as part of their employment agreements.  The options were valued using the Black Scholes model.  The assumptions used an expected term based on the simplified method ranging from three to six and a half years and a discount rate of 1.0% - 2.5%.  The Company did not have enough historical trading activity and used peer companies volatility of 68% - 75%.
 
 The first employee received 1,000,000 options of which 500,000 vested immediately and the remaining 500,000 vest at a rate of 50,000 per quarter over the next two and a half years.  The options have an exercise price of $1.95 and can be exercised for a period of five years.  As of March 31, 2011, 550,000 options were fully vested and the Company recorded compensation expense totaling $758,345.
 
 The second employee received 1,000,000 options of which 500,000 vested immediately and the remaining 500,000 vest at a rate of 50,000 per quarter over the next two and a half years.  The options have an exercise price of $1.95 and can be exercised for a period of ten years.  As of March 31, 2011, 500,000 options were fully vested and the Company recorded compensation expense totaling $875,676.
 
 The third employee received 500,000 options which vest at a rate of 45,455 per quarter over the next three years.  The options have an exercise price of $1.95 and can be exercised for a period of five years.  As of March 31, 2011, no options were vested and the Company recorded compensation expense totaling $40,278.  During April 2011, this employee ceased employment with the Company and none of his options vested and were returned to the stock incentive plan pool.
 
 NOTE 7 - SUBSEQUENT EVENTS
 
 Changes in Equity
 
 Subsequent to the period ended March 31, 2011, the Company received an additional $550,000 cash from investors for issuance of 275,000 shares of common stock.  At the time of the filing of this report, only 25,000 shares have been issued.
 
 Changes in Executive Compensation.
 During the quarter ended March 31, 2011 and the previous reporting period ended December 31, 2010, the Company entered into employment agreements with a professional executive team.  Due to a loss in revenue as a result of a disruption of service by a third party provider during the current reporting period, the executive team agreed to modification of their employment agreements to reduce cash requirements but earn stock-based compensation.  Subsequent to quarter ended March 31, 2011, the Company renegotiated the reduction of compensation for the executive team subject to being increased upon the Company achieving revenue milestones.  In addition, each executive has agreed to receive his/her quarterly performance bonus in common stock calculated at the same rate as the employee incentive stock options in each calendar quarter until such time as the Company has achieved $8MM in revenue in a twelve-month period.  The salary reductions are as follows:
  12
 Voice Assist, Inc.
 (formerly Musician’s Exchange, Inc.)
 Notes To Condensed Financial Statements
 (Unaudited)
  ·
Michael Metcalf  - salary reduced from $240,000 per year to $141,000 per year
 ·
Randy Granovetter – salary reduced from $350,000 per year to $141,000 per year
 ·
Michael Silva – salary reduced from $250,000 per year to $141,000 per year
 ·
Vic Boyd – salary reduced from $180,000 per year to $144,000 per year
 ·
Tracy Roberts – salary reduced from $180,000 per year to $102,000 per year
 ·
Andrew Fox – salary reduced from $180,000 per year to $102,000 per year
 ·
Lisa Porter – salary reduced from $180,000 per year to $102,000 per year
 
 Options Granted
 Subsequent to quarter end March 31, 2011, on April 13, 2011, pursuant to the employment agreement effective January 1, 2011, the Company granted to Michael Silva two million (2,000,000) options to buy shares of common stock at fair market value under the Company’s 2010 Stock Option Plan. Seven hundred fifty thousand (750,000) options are to vest monthly over 36 months and one million two hundred fifty thousand (1,250,000) are to vest upon reaching mutually agreed upon milestones.  Mr. Silva will also receive an Option Grant to purchase 150,000 shares of common stock at $0.01 as consideration for the restructuring of his employment agreement.
 
 Subsequent to quarter end March 31, 2011, on April 13, 2011, pursuant to the employment agreements effective January 1, 2011 the Company granted to Mr. Andrew Fox, Mr. Vic Boyd, Ms. Tracy Roberts, and Ms. Lisa Porter five hundred thousand (500,000) options each to buy shares of common stock at Fair Market Value under the company’s 2010 Stock Option Plan, vesting monthly over 36 months.  Each executive listed will also receive an Option Grant to purchase 25,000 shares of common stock at $0.01 as consideration for the restructuring of his/her employment agreement.  Subject to Board Approval, management has recommended that each executive receive monthly stock grants to compensate for reduced salary.  Such grants will be considered based upon amount of salary reduction and as salary adjusts upward based upon company revenues grants will be reduced accordingly.
 
 Subsequent to quarter end March 31, 2011, on April 13, 2011, the Company granted to Scott Fox pursuant to the Independent Director Stock Option Agreement two hundred twenty five thousand (225,000) options to buy shares of common stock at fair market value under the Company’s 2010 Stock Option Plan, vesting monthly over 36 months.
 
 NOTE 8 – RESTATEMENT FOOTNOTE
 
 On or about March 22, 2012, the Board of Directors of the Company concluded that the Company’s financial statements for the three months ended March 31, 2011, should no longer be relied upon because of an error in such financial statements.  These financial statements did not disclose the issuance of personal shares from the CEO of the Company to a former executive officer for services rendered to the Company.
  13
 Voice Assist, Inc.
 (formerly Musician’s Exchange, Inc.)
 Notes To Condensed Financial Statements
 (Unaudited)
   Due to an administrative oversight, the value of the shares was not reflected in the Company’s unaudited financial statements for the three month period ended March 31, 2011.  The exclusion of this transaction resulted in an understatement of General and Administrative expenses of $222,222 and an understatement of Accounts Payable-Related Parties of $222,222.
 $222,222.
 
 As PreviouslyReported


Adjustments


As RestatedBalance Sheet Line Items AffectedAccounts Payable - Related Parties

$
-


$
222,222


$
222,222Total Current Liabilities


1,068,413



222,222



1,290,635Total Liabilities


1,068,413



222,222



1,290,635Accumulated Deficit


(15,604,740
)


(222,222
)


(15,826,962
)Total Stockholders Deficit

$
(226,535
)

$
(222,222
)

$
(448,757
)Statement of Operations Line Items AffectedGeneral and Administrative Expense

$
2,699,507


$
222,222


$
2,921,729Total Operating Expenses


3,142,715



222,222



3,364,937Net Income (Loss) from Operations


(2,907,666
)


(222,222
)


(3,129,888
)Net Income (Loss) before Income Tax


(2,908,217
)


(222,222
)


(3,130,439
)Net (Loss)

$
(2,908,549
)

$
(222,222
)

$
(3,130,771
)
   14
  FORWARD-LOOKING STATEMENTS
 
 This document contains forward-looking statements.  All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.
 
 Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words.  These forward-looking statements present our estimates and assumptions only as of the date of this report.  Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. Additionally, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 most likely do not apply to our forward-looking statements as a result of being a penny stock issuer.  You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
 
 Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements.  Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.  The factors impacting these risks and uncertainties include, but are not limited to:
 
 o
our current lack of working capital;
 o
inability to raise additional financing;
 o
the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain;
 o
deterioration in general or regional economic conditions;
 o
adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
 o
inability to efficiently manage our operations;
 o
inability to achieve future sales levels or other operating results; and
 o
the unavailability of funds for capital expenditures.
 
 For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Item 1A. Risk Factors” in this document.
  15
  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 annual report. References in the following discussion and throughout this annual 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 AND OUTLOOK
 
 Background
 
 Voice Assist, Inc., formerly Musician’s Exchange was incorporated in the State of Nevada on February 4, 2008. On July 22, 2010 Voice Assist, Inc., entered into agreements with SpeechPhone LLC, MDM Intellectual Property LLC, SpeechCard LLC, SpeechCall LLC, SpeechPhone Direct LLC and VoiceAssist LLC for the acquisition of essentially all the assets of the above entities. As a result of the asset acquisitions that occurred on September 30, 2010, the Company’s entire operations are based on the operations of the assets acquired
 
 We anticipate revenue will increase in the next twelve months but 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.
 
 Our Operations
 
 Voice Assist is a hosted speech services provider offering cloud based speech recognition technology designed to voice enable mobile applications.  Voice Assist provides hands-free safe driving applications such as voice dialing, email by voice, text by voice and posting to social networks by voice.  Voice Assist also works with 3rd party developers to voice enable any mobile application.  Voice Assist sells direct to the public via our website at www.voiceassist.com and also licenses technology and provides hosted services to enterprises, 3rd party developers, wireless and wireline service providers and value added resellers.
 
 We believe that the presence of voice technology as an interface in mobile communications has real advantages in a mobile world. Voice interface technology makes portable communications more effective and safer to use. Our development efforts are currently focused on the mobile workforce and building vertical enterprise applications to, among other things, maximize employee productivity and safety while driving.  Voice Assist is also focused on building tools to empower third party developers to add voice technology into existing applications.
  16
  Our strategy is to be a leader in cloud based speech recognition services.  We want to leverage our infrastructure, technology, speech server farm, simple APIs and setup process, and expertise to provide a super easy, fast and cost effective means for developers to integrate to and deploy speech recognition technology without requiring a deep knowledge of speech application development or optimization.
 
 Voice Assist and developers will build simple to use services with wide market appeal and augment this effort with vertical applications designed for specific purposes such as CRM, Healthcare, Insurance and other vertical markets. Voice Assist will monetize its Hosted Speech Platform (HSP) on a usage model or through its own services offerings built upon the HSP.
 
 We intend to aggressively market our “safe driving” application and continue to form strategic alliances with value added resellers and carriers.  We believe the combination of these activities will result in increased revenue over time.
 
 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.
 
 Results of Operations
 
 Comparison of Quarter Ended March 31, 2011 and March 31, 2010
 
 The following table sets forth key components of our results of operations during the three months ended March 31, 2011 and March 31, 2010. The financial data should be read in conjunction with the financial statements, related notes and other financial information included in this Current Report.
 
 VOICE ASSIST, INC.CONDENSED STATEMENTS OF OPERATIONS(unaudited)Restated
As FiledThree Months Ended March 31,
Three Months Ended March 31,

Restated Increase (Decrease)2011

2011

2010

$

%OPERATING REVENUESTotal Revenues

235,049

235,049

375,207

(140,158)

-37%OPERATING EXPENSESDirect Cost of Services

111,072

111,072

82,598

28,474

34%Other Costs

2,468

2,468

5,826

(3,358)

-58%Total Direct Cost of Services

113,540

113,540

88,424

25,116

28%Legal and Professional

254,538

254,538

750

253,788

33838%Selling, General and Administrative

2,699,507

2,699,507

148,161

2,551,346

1722%Selling, General and Administrative - Related Parties

222,222

-

78,337

143,885

184%Advertising and Marketing

38,060

38,060

36,434

1,626

4%Depreciation and Amortization

37,070

37,070

9,547

27,523

288%Total Operating Expenses

3,364,937

3,142,715

361,653

2,978,168

823%Net (Loss) from Operations

(3,129,888)

(2,907,666)

13,554

(3,143,442)

-23192%OTHER INCOME AND (EXPENSE)Interest Expense

(551)

(551)

(107,885)

107,334

-99%Other Income (Expense)

0

0

9,567

(9,567)

-100%Total Other Income (Expense)

(551)

(551)

(98,318)

97,767

-99%Net (Loss) before Income Taxes

(3,130,439)

(2,908,217)

(84,764)

(3,045,675)

-3593%Income Tax Expense

(332)

(332)

(800)

468

-59%NET (LOSS)

$    (3,130,771)

$  (2,908,549)

$          (85,564)

$     (3,045,207)

-3559%Weighted Average Shares

27,247,096

27,247,096

20,460,080Earnings Per Share

$           (0.11)

$         (0.11)

$            (0.00)
 
  17
  Revenues.Our revenues decreased to $235,049 in the quarter ended March 31, 2011 from $375,207 last year, representing a 37% decrease year-over-year.  The decrease in revenues is as a result of lower non-reimbursable engineering (NRE) revenue and retail subscribers disconnections due to a service outage by a service provider and the impact of the prevailing economic downturn.  While we had redundancy and mitigation infrastructure in place, the lack of a timely response by our service provider led to a loss of subscribers.  We have made additional investment and taken additional measures to ensure any such outage in the future will not have as material an impact on our revenues.
 
 Total Cost of Services. Our total cost of services increased $25,116, or 28%, to $113,540 in the quarter ended March 31, 2011 from $88,424 in the same period in 2010.  The increase in our total cost of services is a result of the loss of retail subscribers due to a service outage by a service provider and fixed minimum commitments to that provider.  We are disputing the fees based upon our loss of subscribers and anticipate a reversal of fees and subsequent lowering of cost of services in the future.
 
 Legal and Professional. Our legal and professional expenses increased $253,788, or 33,838%, to $254,538 in the quarter ended March 31, 2011 from $750 in the same period in 2010.  The increase in legal and professional fees was the result of legal fees incurred in connection with preparation and filing requirements as a public company, the preparation and filing of additional patent applications, investor relations fees, and outside auditor accounting fees.
 
 Selling, General and Administrative. Our selling, general and administrative expenses increased $2,551,346, or 1,722%, to $2,699,507 in the quarter ended March 31, 2011 from $148,161 in the same period in 2010. The increase was largely due to $1.7MM in non-cash stock option compensation expense as well as increased payroll  and travel related expenses as the Company expanded its executive staff and customer focus.
 
 Selling, General and Administrative – Related Parties Revised. Our selling, general and administrative – related parties’ expenses increased $143,885, or 184%, to $222,222 in the quarter ended March 31, 2011 from $78,337 in the same period in 2010. The increase was the result of recording the vested value of the transfer of personal shares of the CEO to a former executive officer of the Company for services rendered to the Company.
 
 Advertising and Marketing. Our advertising and marketing expenses increased $1,626, or 4%, to $38,060 in the quarter ended March 31, 2011 from $36,434 in the same period in 2010. The increase was the result of increased sales and marketing expenditures in an effort to gain more customers to replace customers being disconnected due to a third party service provider outage.
 
 Depreciation and Amortization. Our depreciation and amortization expenses increased $27,523, or 288%, to $37,070 in the quarter ended March, 2011 from $9,547 in the same period in 2010. The increase was the result of software development costs being amortized because one of the capitalized projects was launched at the beginning of 2011.
 
 Net (Loss) from Operations. We had $3,129,888 in net loss from operations in the quarter ended March 31, 2011, as compared to net profit from operations of $13,554 during the same period in 2010.  The increased loss was the result of non-cash stock option compensation expense, increased expenses related to public reporting and compliance, the increase in professional staffing and the recording of vested value of personal shares transferred by the CEO to a former executive officer of the Company.
 
 Interest Expense. Our interest expense decreased $107,334, or 99%, to $551 in the quarter ended March 31, 2011 from $107,885 in the same period in 2010. The decrease was the result of the elimination of loans from related parties on which interest was calculated and applied.
 
 Other Income. Our other income decreased $9,567 in the quarter ended March 31, 2011 from $9,567 in the same period in 2010. The decrease was the result of discontinuing a sublease of office space.
 
 Net Loss. In the quarter ended March 31, 2011, we generated a net loss of $3,130,771, an increase of $3,045,207, or 559%, from $85,564 in the same period in 2010. This increase was primarily attributable to non-cash stock option compensation expense, increased expenses related to public reporting and compliance, the increase in professional staffing and the recording of vested value of personal shares transferred by the CEO to a former executive officer.
 
 Liquidity and Capital Resources
 
 The following table summarizes total current assets, total current liabilities and working capital at March 31, 2011 compared to December 31, 2010.
 
 
 Restated

As Filed



RestatedMarch 31,

March 31,

December 31,

Increase/(Decrease)2011

2011

2010

$
%Current Assets
$      113,860

$   113,860

$     697,778

$ (583,918)
-84%Current Liabilities
1,290,635

1,068,413

1,071,462

219,173
20%Working Capital (deficit)
$(1,176,775)

$(954,553)

$  (373,684)

$  803,091
215%
 
 
 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.
  18
  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 quarter ended March 31, 2011, the current assets decreased by $583,918 when compared to December 31, 2010 due to the cash requirements during the quarter.  The Company received a total of $550,000 from investors during the reporting period.
 
 During the three months ended March 31, 2011, the current liabilities increased by $219,173 when compared to December 31, 2010 current liabilities of $1,071,462.  Approximately $99,936 of the balance in accounts payable at the quarter ended March 31, 2011 is for attorneys, software developers and consultants fees.
 
 We anticipate that we may incur operating losses during the next twelve months. The Company’s lack of 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 security sales 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.
 
 Summary of product and research and development that we will perform for the term of our plan.
  19
  We do not anticipate performing any significant product research and development under our plan of operation. In lieu of product research and development we anticipate maintaining control over our advertising to assist us in determining the allocation of our limited advertising dollars.
 
 Significant changes in the number of employees.
 On January 1, 2011, the Company entered into an Employment Agreement with Mr. Vic Boyd, wherein he agreed to serve as Chief Information Officer.  The term of the agreement began on January 1, 2011 and will end upon written notice by either party. The Company agreed to compensate Mr. Boyd with a base annual salary of $180,000.  Mr. Boyd will also receive quarterly bonuses and incentive compensation totaling $120,000 annually upon reaching mutually agreeable objectives. In addition, Mr. Boyd is a participant in the Plan, under which management intends to recommend to the Board that Mr. Boyd be granted 500,000 options to be vested over three years.
 
 In the previous reporting period, on December 28, 2010, the Company entered into an Employment Agreement with Ms. Tracy Roberts, wherein she agreed to serve as Chief Product Officer. The term of the agreement began on January 1, 2011 and will end upon written notice by either party. The Company agreed to compensate Ms. Roberts with a base annual salary of $180,000. Ms. Roberts will also receive quarterly bonuses and incentive compensation totaling $135,000 annually upon reaching mutually agreeable objectives, in addition to be entitled to a signing bonus of $25,000 upon execution of the Employment Agreement.  Additionally, Ms. Roberts is a participant in the Plan, under which management intends to recommend to the Board that she be granted 500,000 options to be vested over three years.
 
 In the previous reporting period, on December 1, 2010, the Company entered into an Employment Agreement with Mr. Robb Cason, wherein he agreed to serve as Vice President of Enterprise Sales. The term of the agreement began on December 1, 2010 and will end upon written notice by either party. The Company agreed to compensate Mr. Cason with a base annual salary of $180,000.  Mr. Cason will also be eligible for quarterly bonuses and incentive compensation totaling $120,000 annually, upon reaching mutually agreeable objectives. In addition, Mr. Cason is a participant in the Plan, under which Mr. Cason was granted 500,000 options to be vested over three years.  Mr. Cason’s options were approved on January 26, 2011.
 
 On January 1, 2011, the Company entered into an Employment Agreement with Mr. Andrew Fox, wherein he agreed to serve as Vice President of Developer Partnerships & Programs. The term of the agreement began on January 1, 2011 and will end upon written notice by either party. The Company agreed to compensate Mr. Fox with a base annual salary of $180,000. Mr. Fox will also receive quarterly bonuses and incentive compensation totaling $120,000 annually upon reaching mutually agreeable objectives. In addition, Mr. Fox is a participant in the Plan, under which management intends to recommend to the Board that he be granted 500,000 options to be vested over three years.
 
 On January 1, 2011, the Company entered into an Employment Agreement with Ms. Lisa Porter, wherein she agreed to serve as Vice President of Marketing & Communications. The term of the agreement began on January 1, 2011 and will end upon written notice by either party. The Company agreed to compensate Ms. Porter with a base annual salary of $180,000.  Ms. Porter will also receive quarterly bonuses and incentive compensation totaling $120,000 annually upon reaching mutually agreeable objectives. In addition, Ms. Porter is a participant in the Plan, under which management intends to recommend to the Board that she be granted 500,000 options to be vested over three years.
  20
  Subsequent to the three months ended March 31, 2011, on April 19, 2011, Mr. Robb Cason, Vice President of Enterprise Sales, resigned.  The Company will issue Mr. Cason 20,000 shares of common stock in association with his separation. Mr. Andrew Fox has replaced Mr. Cason as the Vice President of Sales.
 
 Subsequent Event – changes in executive compensation.
 During the quarter ended March 31, 2011 and the previous reporting period ended December 31, 2010, the Company entered into employment agreements with a professional executive team.  Due to a loss in revenue as a result of a disruption of service by a third party provider during the current reporting period, the executive team agreed to modification of their employment agreements to reduce cash requirements but earn stock-based compensation.  Subsequent to quarter ended March 31, 2011, the Company renegotiated the reduction of compensation for the executive team subject to being increased upon the Company achieving revenue milestones.  In addition, each executive has agreed to receive his/her quarterly performance bonus in common stock calculated at the same rate as the employee incentive stock options in each calendar quarter until such time as the Company has achieved $8MM in revenue in a twelve-month period.  The salary reductions are as follows:
 ·
Michael Metcalf  - salary reduced from $240,000 per year to $141,000 per year
 ·
Randy Granovetter – salary reduced from $350,000 per year to $141,000 per year
 ·
Michael Silva – salary reduced from $250,000 per year to $141,000 per year
 ·
Vic Boyd – salary reduced from $180,000 per year to $144,000 per year
 ·
Tracy Roberts – salary reduced from $180,000 per year to $102,000 per year
 ·
Andrew Fox – salary reduced from $180,000 per year to $102,000 per year
 ·
Lisa Porter – salary reduced from $180,000 per year to $102,000 per year
 
 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 consolidated 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.
  21
  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 $67,851 at the three months ended March 31, 2011.  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 $16,965 at the three months ended March 31, 2011.  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, 2011.
 
 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.
 
 
 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 ineffective in timely alerting to material information relating to us required to be included in our periodic SEC filings and in ensuring that information required to be disclosed by us in the reports filed or submitted under the Act 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.
  22
  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.
 
 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 2010 Form 10-K on pages 10 to 20, filed with the Securities Exchange Commission on April 1, 2011, are hereby incorporated by reference.
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
 Stock and Warrant Issuances Pursuant to Subscription Agreements
 
 In the first quarter of 2011, the Company issued a total of 725,000 units which included shares of restricted common stock and warrants to purchase shares of restricted common stock, to seven accredited investors.  Investors purchased 275,000 units during the quarter ended March 31, 2011 and 450,000 units in December, 2010 for a total purchase price of $1,450,000, all of which was paid in cash.
 
 We believe that the issuance and sale of the above shares and warrants 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 and warrants 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 sale 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 and sale of the shares
 
 Stock Issued as Payment to Third Party
 
 The Company issued a total of 45,000 shares as partial payment for contractual obligations with investor relations companies. These shares were issued to two individual companies in February and March.
  23
  Issuance of Stock Options
 
 On January 26, 2011 the Company granted to Mr. Michael Metcalf pursuant to the employment contract effective October 1, 2010, options to purchase 1,000,000 shares of common stock at fair market value under the Company’s 2010 Stock Incentive Plan. Half of the shares (500,000) vest immediately and the remaining 500,000 vest quarterly over two and a half years.
 
 On January 26, 2011, the Company granted to Ms. Randy Granovetter pursuant to the employment agreement effective December 1, 2010, options to purchase 1,000,000 shares of  common stock at fair market value under the Company’s 2010 Stock Incentive Plan. Half of the shares (500,000) vest immediately and the remaining 500,000 vest quarterly over two and a half years.
 
 On January 26, 2011, the Company granted to Mr. Rob Cason pursuant to the employment agreement effective December 1, 2010 options to purchase 500,000 shares of  common stock at fair market value under the Company’s 2010 Stock Incentive Plan.  The options are to vest over 36 months.  Subsequent to the quarter end March 31, 2011, on April 19, 2011, Mr. Rob Cason resigned as an executive of the Company.
 
 Subsequent to quarter end March 31, 2011, on April 13, 2011, pursuant to the employment agreement effective January 1, 2011, the Company granted to Michael Silva two million (2,000,000) options to buy shares of common stock at fair market value under the Company’s 2010 Stock Option Plan. Seven hundred fifty thousand (750,000) options are to vest monthly over 36 months and one million two hundred fifty thousand (1,250,000) are to vest upon reaching mutually agreed upon milestones.
 
 Subsequent to quarter end March 31, 2011, on April 13, 2011, pursuant to the employment agreements effective January 1, 2011 the Company granted to Mr. Andrew Fox, Mr. Vic Boyd, Ms. Tracy Roberts, and Ms. Lisa Porter five hundred thousand (500,000) options each to buy shares of common stock at Fair Market Value under the company’s 2010 Stock Option Plan, vesting monthly over 36 months.  Subject to Board Approval, management has recommended that each executive receive monthly stock grants to compensate for contract modification and reduced salary.  Such grants will be considered based upon amount of salary reduction and as salary adjusts upward based upon company revenues grants will be reduced accordingly.
 
 Subsequent to quarter end March 31, 2011, on April 13, 2011, the Company granted to Scott Fox pursuant to the Independent Director Stock Option Agreement two hundred twenty five thousand (225,000) options to buy shares of common stock at Fair Market Value under the Company’s 2010 Stock Option Plan, vesting monthly over 36 months.
 
 We believe that the grant of the above options is 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 recipients of the options 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 grant of the options, 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 our management on several occasions prior to their investment decisions.
  24
  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.
 
 Item 6.               Exhibits.
 
 Incorporated by referenceExhibit

Number
Exhibit Description
Filed

Herewith
Form
Period

ending
Exhibit
Filing date3(i)(a)
Articles of Incorporation of Musician’s Exchange

S-1

3(i)(a)
2/29/083(ii)(a)
Bylaws of Musician’s Exchange

S-1

3(ii)(a)
2/29/0810.1
Subscription Agreement

S-1

10.1
2/29/0831.1
Certification of CEO  pursuant to Section 302 of the Sarbanes-Oxley Act
X31.2
Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act
X32.1
Certification if CEO pursuant to Section 906 of the Sarbanes-Oxley Act
X32.2
Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act
X10.2
Asset Purchase Agreement between Musician’s Exchange, and Speech Phone  LLC dated July 22, 2010

8-K


7/29/1010.3
Asset Purchase Agreement between Musician’s Exchange, and Speech Card LLC dated July 22, 2010

8-K


7/29/1010.4
Asset Purchase Agreement between Musician’s Exchange, and MDM International  LLC dated July 22, 2010

8-K


7/29/1010.5
Asset Purchase Agreement between Musician’s Exchange, and Voice Assist LLC dated July 22, 2010

8-K


7/29/1010.6
Employment Agreement of Randy Granovetter – Dated December 1, 2010

8-K


12/2/1010.7
Employment Agreement of Michael Metcalf – Dated September 30, 2010

8-K


10/12/1010.8
Employment Agreement of Vic Boyd- Dated January 1, 2011
X10.9
Employment Agreement of Tracy Roberts-Dated January 1, 2011
X10.10
Employment Agreement of Robb Cason- Dated January 1, 2011
X10.11
Employment Agreement of Andrew Fox- Dated January 1, 2011
X10.12
Employment Agreement of Lisa Porter- Dated January 1, 2011
X10.13
Revised Employment Agreement of Lisa Porter Dated May 1, 2011
X10.14
Revised Employment Agreement of Vic Boyd Dated May 1, 2011
X10.15
Revised Employment Agreement of   Tracy Roberts Dated May 1, 2011
X10.16
Revised Employment Agreement of Michael Silva Dated May 1, 2011
X10.17
Revised Employment Agreement of Andrew Fox Dated May 1, 2011
X10.18
Revised Employment Agreement of Michael Metcalf
X
 
 
  25
  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:
 Michael Metcalf, Chief Executive Officer
 
 Date:  May __, 2012
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 Signature
Title
Date/S/ Michael Metcalf
Chief Executive Officer and Director
May 2, 2012Michael Metcalf/S/ Donna Moore
Chief Financial Officer
May 2, 2012Donna Moore