Voice Assist, Inc. - FORM 10-K/A

Attached files

file	filename
EX-32.1 - EX-32.1 - Voice Assist, Inc.	ex32ceo.htm
EX-31.2 - EX-31.2 - Voice Assist, Inc.	ex31cfo.htm
EX-32.2 - EX-32.2 - Voice Assist, Inc.	ex32cfo.htm
EX-31.1 - EX-31.1 - Voice Assist, Inc.	ex31ceo.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K /A

Amendment No. 1

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

For the fiscal year ended December 31, 2009

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

Commission file number: 333-149446

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, California		92630
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number: ( 949 ) 655-1677

Copies of Communications to:

Stoecklein Law Group

402 West Broadway

Suite 690

San Diego, CA 92101

(619) 704-1310

Fax (619) 704-1325

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨ No x

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 ¨ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "small 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 Act).

Yes ¨ No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of June 30, 2010 (the last business day of the registrant's most recently completed second fiscal quarter) was $7,000 based on a share value of $0.01.

The number of shares of Common Stock, $0.001 par value, outstanding on March 22, 2011 was 27,320,000 shares.

DOCUMENTS INCORPORATED BY REFERENCE: None.

*EXPLANATORY NOTE – Following the initial filing of this Form 10-K, the Commission discovered an incorrect date in the audit opinion letter. Consequently, the Registrant is amending this Form 10-K to include the revised audit opinion letter. No disclosure was changed as a result of the date change. Additionally. the Registrant has provided current information on the shares outstanding as of March 22, 2011, and provided current certifications pursuant to 18 U.S.C. SECTION 1350, as adopted pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002.

VOICE ASSIST, INC.

FOR THE FISCAL YEAR ENDED

DECEMBER 31, 2009

Index to Annual Report

on Form 10-K/A

PART II		Page
Item 8.	Financial Statements and Supplementary Data	5

Item 15.

Exhibits, Financial Statements Schedules

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. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. 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 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:

·	our current lack of working capital;

·	inability to raise additional financing;

·	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;

·	deterioration in general or regional economic conditions;

·	adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

·	inability to efficiently manage our operations;

·	inability to achieve future sales levels or other operating results; and

·	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.

Throughout this Amended Annual Report references to “we”, “our”, “us”, “ Voice Assist ”, “the Company”, and similar terms refer to Voice Assist, Inc .

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Financial Statements and Financial Statement Schedules appearing on page F-1 through F-16 of this Form 10-K/A .

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

1.	The financial statements listed in the "Index to Financial Statements" at page F-1 are filed as part of this report.

2.	Financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

3.	Exhibits included or incorporated herein: See index to Exhibits.

(b) Exhibits

			Incorporated by reference
Exhibit Number	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
3(i)(a)	Articles of Incorporation of Voice Assist, Inc .		S-1		3(i)(a)	2/29/08
3(i)(b)	Certificate of Amendment		8-K		3(i)(b)	9/30/10
3(ii)(a)	Bylaws of Voice Assist, Inc .		S-1		3(ii)(a)	2/29/08
10.1	Subscription Agreement		S-1		10.1	2/29/08
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act	X
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act	X
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act	X
32.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act	X

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized.

VOICE ASSIST, INC.

By: /S/ Randy Granovetter

Randy Granovetter, President

Date: March 24, 2011

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/ Randy Granovetter	President	March 24, 2011
Randy Granovetter

/S/ Michael Metcalf	Chief Executive Officer and Chairman	March 24, 2011
Michael Metcalf

/S/ Michael Silva	Chief Financial Officer	March 24, 2011
Michael Silva

/S/ Michael Metcalf	Director	March 24, 2011
Michael Metcalf

/S/ Randy Granovetter	Director	March 24, 2011
Randy Granovetter

MUSICIAN’S EXCHANGE

INDEX TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2009, INCEPTION (FEBRUARY 4, 2008) TO DECEMBER 31, 2008 AND INCEPTION (FEBRUARY 4, 2008) TO DECEMBER 31, 2009

	PAGES

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2

BALANCE SHEETS	F-3

STATEMENTS OF OPERATIONS	F-4

STATEMENT OF STOCKHOLDERS' EQUITY	F-5

STATEMENTS OF CASH FLOWS	F-6

NOTES TO FINANCIAL STATEMENTS	F-7 – F-16

F-1

DE JOYA GRIFFITH & COMPANY, LLC

CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS

2580 Anthem Village Drive	(702) 563-1600
Henderson, NV 89052

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Musician’s Exchange

2858 Erie St.

San Diego, California 92117

We have audited the accompanying balance sheets of Musician’s Exchange as of December 31, 2009 and 2008 and the related statement of operations, stockholders’ deficit and cash flows for the year ended December 31, 2009, from inception (February 4, 2008) to December 31, 2008 and from inception (February 4, 2008) to December 31, 2009. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Musician’s Exchange as of December 31, 2009 and 2008 and the results of its operations and cash flows for the years then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the financial statements, the Company has had difficulty in generating sufficient cash flow to meet its obligations, and is dependent on management's ability to develop profitable operations, these factors, among others raise substantial doubt about its ability to continue as a going concern. Management’s plan in regards to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ De Joya Griffith & Company, LLC

De Joya Griffith & Co, LLC

Henderson, Nevada

March 5, 2010

F-2

MUSICIAN'S EXCHANGE
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS




	December 31,			December 31,
	2009			2008
ASSETS

Current assets:
Cash	$	32,091		$	840
Inventory		2,266			1,315
Total current assets		34,357			2,155

Total assets	$	34,357		$	2,155


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable	$	43,229		$	15,527
Notes payable		1,000			1,000
Notes payable - related party		55			118
Total current liabilities		44,284			16,645

Total liabilities		44,284			16,645

Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding
as of December 31, 2009 and 2008		-			-
Common stock, $0.001 par value, 100,000,000 shares
authorized, 1,450,000 and 850,000 shares issued and outstanding
as of December 31, 2009 and 2008, respectively		1,450			850
Additional paid-in capital		71,050			16,650
Deficit accumulated during development stage		(82,427	)		(31,990	)
Total stockholders' deficit		(9,927	)		(14,490	)

Total liabilities and stockholders' deficit	$	34,357		$	2,155

See Accompanying Notes to Financial Statements

F-3

MUSICIAN'S EXCHANGE
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS


				Inception			Inception
	For the			February 4, 2008			February 4, 2008
	year ended			to			to
	December 31,			December 31,			December 31,
	2009			2008			2009

Revenue	$	3,278		$	2,594		$	5,872

Cost of goods sold		3,061			2,380			5,441

Gross profit		217			214			431

Operating expenses:
General and administrative		1,514			377			1,891
Executive compensation - related party		-			2,800			2,800
Professional fees		49,140			29,027			78,167
Total operating expenses		50,654			32,204			82,858

Net (loss)	$	(50,437	)	$	(31,990	)	$	(82,427	)


Weighted average number of common shares		925,342			845,181
outstanding - basic and fully diluted

Net (loss) per share - basic and fully diluted	$	(0.05	)	$	(0.04	)

See Accompanying Notes to Financial Statements

F-4

MUSICIAN'S EXCHANGE
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIT

											Deficit
											Accumulated
									Additional		During			Total
	Preferred Shares				Common Shares				Paid-In		Development			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Stage			Deficit
February 4, 2008
Issuance of common stock for cash on organization of the Company		-	$	-		750,000	$	750	$	6,750	$	-		$	7,500

February 20, 2008
Issuance of common stock for professional fees		-		-		100,000		100		9,900		-			10,000

Net loss		-		-		-		-		-		(31,990	)		(31,990	)

Balance, December 31, 2008 (audited)		-		-		850,000		850		16,650		(31,990	)		(14,490	)

November 16, 2009
Issuance of common stock for cash, net of offering costs		-		-		550,000		550		49,450		-			50,000

November 18, 2009
Issuance of common stock for professional fees		-		-		50,000		50		4,950		-			5,000

Net loss		-		-		-		-		-		(50,437	)		(50,437	)

Balance, December 31, 2009 (audited)		-	$	-		1,450,000	$	1,450	$	71,050	$	(82,427	)	$	(9,927	)

See Accompanying Notes to Financial Statements

F-5

MUSICIAN'S EXCHANGE
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS

				Inception			Inception
	For the			(February 4, 2008)			(February 4, 2008)
	year ended			to			to
	December 31,			December 31,			December 31,
	2009			2008			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(50,437	)	$	(31,990	)	$	(82,427	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Shares issued for services		5,000			10,000			15,000
Changes in operating assets and liabilities:
(Increase) in inventory		(951	)		(1,315	)		(2,266	)
Increase in accounts payable		27,702			15,527			43,229

Net cash used in operating activities		(18,686	)		(7,778	)		(26,464	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock, net of offering costs		50,000			7,500			57,500
Proceeds from notes payable		-			1,000			1,000
Proceeds from notes payable - related party		337			555			892
Payments to notes payable - related party		(400	)		(437	)		(837	)

Net cash provided by financing activities		49,937			8,618			58,555

NET CHANGE IN CASH		31,251			840			32,091

CASH AT BEGINNING OF YEAR		840			-			-

CASH AT END OF YEAR	$	32,091		$	840		$	32,091


SUPPLEMENTAL INFORMATION:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

Non-cash activities:
Number of shares issued for services		50,000			100,000			150,000

See Accompanying Notes to Financial Statements

F-6

MUSICIAN’S EXCHANGE, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was incorporated on February 4, 2008 (Date of Inception) under the laws of the State of Nevada, as Musician’s Exchange, Inc. The Company developed its business plan over the period commencing with February 4, 2008 and ending on December 31, 2009. In February of 2008, the Company created its initial website and posted the website to the Internet.

The Company has not commenced significant operations and, in accordance with ASC Topic 915, the Company is considered a development stage company.

Nature of operations

Musician’s Exchange is developing an Internet destination and marketplace in the United States and potentially, globally, for musicians. Musician’s Exchange is designed to be the ultimate website for musicians. It will be a resource center with links to major and boutique musical companies. The Company’s site will also offer musicians a place to list gear they might have for sale or trade. It will charge a small fee to list items. This fee will include the posting of pictures and an item description, both provided by the seller. These items will be listed until the seller requests to have the items removed. The Company will also have a section dedicated to band listings. Here bands can submit a brief description of their style or type of music, as well as a link to their website. Our webmaster will collect these submissions and post them according to category. Musician’s Exchange will charge a small one-time fee for this service. Musician’s Exchange will also allow outside companies to advertise on our website. Musical companies and musical service organizations can submit banners to our webmaster for posting on different sections of our website. The Company will base the charge for this service on size as well as location of where the banner is listed.

This site can be marketed by word of mouth, the posting of flyers at venues and stores as well as the distribution of business cards. We can also direct market to existing band sites. Musician’s Exchange has also developed a My Space page for additional networking.

The Company intends to utilize the power of the Internet to aggregate in a single location a network of industry participants and a comprehensive database of musician’s information to create an open marketplace that is local, regional, national, and global in nature. Because we commenced operations in February of 2008, the Company currently has minimal listings. By providing this digital marketplace, we intend to bring musicians, private sellers and other industry participants, such as vendors of musical products and services and national advertisers, together with purchase-minded consumers at the moment when these consumers are directly engaged in a search for musical products and services. The Company believes that upon completion of our operating model, it will provide significant benefits to musicians, dealers, private sellers and other industry participants by enabling them to advertise interact and transact with a significant online consumer audience related to the musical world. The Company intends to provide significant benefits to consumers by giving them the tools they need to effectively navigate a large database of musical products and services oriented to any aspect of the music industry, thereby optimizing their ability to find musically oriented product or service of their choice in their chosen geographical area.

F-7

MUSICIAN’S EXCHANGE, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

The Company’s business model is built on multiple revenue streams from a variety of industry participants interested in marketing their services to our consumer audience. It intends to generate revenues primarily from listing fees, and fees for consumer and dealer services. In the future, we also intend to generate revenues from facilitating electronic commerce ("e-commerce") transactions, online used musical instruments auction-style trading services and national advertising.

Cash and cash equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

Inventory

Inventories are stated at the lower of cost (first-in, first-out basis) or market (net realizable value).

Revenue Recognition

The Company's revenues are anticipated to be derived from multiple sources. Dealer services revenues are to be derived from a range of promotional services, including banner advertising, inventory pages, tiles, enhanced listings and links to the dealer's own Web site. Dealers will also be able to purchase a stand-alone Web site with their own Internet address and searchable used musical equipment inventory for an initial non-refundable set-up fee plus a monthly maintenance fee. Revenues from these services will be recognized ratably over the period in which the service is provided. The set-up fees from dealer contracts will be recognized ratably over the period in which the service is provided, generally a year. Advertising revenues are anticipated to be generated from short-term contracts in which the Company typically guarantees for a fixed fee a minimum number of impressions, or times that an advertisement appears in pages viewed by the users. These revenues are recognized ratably over the term of the agreement, provided that the amount recognized does not exceed the amount that would be recognized based upon actual impressions delivered. E-commerce revenues are derived from musical vendors such as warranty and finance companies and musical aftermarket retailers who will be able to market their services on the Company's Web site or integrate their product with the Company's Web site. Such revenues will generally be derived from specific traffic referrals or transaction leads that originate on the Company's Web site and would be recognized as such referrals and leads are directed to the vendor's product.

Advertising Costs

Advertising costs are anticipated to be expensed as incurred; however there were no advertising costs included in general and administrative expenses for the period of Inception (February 4, 2008) to December 31, 2008 and for the year ended December 31, 2009.

F-8

MUSICIAN’S EXCHANGE, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2009 and 2008. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Stock-based compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

Earnings per share

The Company follows ASC Topic 260 to account for the earnings per share. Basic earning per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earning per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

Income taxes

The Company follows ASC Topic 740 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

F-9

MUSICIAN’S EXCHANGE, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of December 31, 2009 and 2008, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material affect on the Company.

The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.

The Company classifies tax-related penalties and net interest as income tax expense. As of December 31, 2009 and 2008, no income tax expense has been incurred.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

Reclassifications

Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or retained earnings. During the quarter ended December 31, 2009, the Company completed its offering and issued a total of 550,000 shares of common stock to its investors. As a result, a shareholder who owned 12% of the Company before the offering was reduced to a 7% ownership stake in the Company. In the prior financial statements, all transactions with this shareholder and its related entities were originally presented as related parties. However, due to the current ownership of 7% all related party disclosures were reclassified to unrelated third parties.

Recent pronouncements

Below is a listing of the most recent accounting standards and their effect on the Company.

In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-03 (ASU 2010-03), Extractive Activities—Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures. This amendment to Topic 932 has improved the reserve estimation and disclosure requirements by (1) updating the reserve estimation requirements for changes in practice and technology that have occurred over the last several decades and (2) expanding the disclosure requirements for equity method investments. This is effective for annual reporting periods ending on or after December 31, 2009. However, an entity that becomes subject to the disclosures because of the change to the definition oil- and gas- producing activities may elect to provide those disclosures in annual periods beginning after December 31, 2009. Early adoption is not permitted. The Company does not expect the provisions of ASU 2010-03 to have a material effect on the financial position, results of operations or cash flows of the Company.

F-10

MUSICIAN’S EXCHANGE, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167. (See FAS 167 effective date below)

In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166. (See FAS 166 effective date below)

In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting Standards Update amends the FASB Accounting Standard Codification for EITF 09-1. (See EITF 09-1 effective date below)

In October 2009, the FASB issued Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update changed the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-14 to have a material effect on the financial position, results of operations or cash flows of the Company.

F-11

MUSICIAN’S EXCHANGE, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on the financial position, results of operations or cash flows of the Company.

In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. The Company does not expect the provisions of ASU 2009-12 to have a material effect on the financial position, results of operations or cash flows of the Company.

In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) “Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance” (“EITF 09-1”). The provisions of EITF 09-1, clarifies the accounting treatment and disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender. An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors. EITF 09-1 is effective for fiscal years that beginning on or after December 15, 2009 and requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009. Share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009 are within the scope. Effective for share-lending arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009. The Company does not expect the provisions of EITF 09-1 to have a material effect on the financial position, results of operations or cash flows of the Company.

In June 2009, the FASB issued SFAS No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R) (“SFAS 167”). SFAS 167 amends the consolidation guidance applicable to variable interest entities. The provisions of SFAS 167 significantly affect the overall consolidation analysis under FASB Interpretation No. 46(R). SFAS 167 is effective as of the beginning of the first fiscal year that begins after November 15, 2009. SFAS 167 will be effective for the Company beginning in 2010. The Company does not expect the provisions of SFAS 167 to have a material effect on the financial position, results of operations or cash flows of the Company.

F-12

MUSICIAN’S EXCHANGE, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

In June 2009, the FASB issued SFAS No. 166, (ASC Topic 860) “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). The provisions of SFAS 166, in part, amend the derecognition guidance in FASB Statement No. 140, eliminate the exemption from consolidation for qualifying special-purpose entities and require additional disclosures. SFAS 166 is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009. The Company does not expect the provisions of SFAS 166 to have a material effect on the financial position, results of operations or cash flows of the Company.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring start up costs and expenses. As a result, the Company incurred accumulated net losses from Inception (February 4, 2008) through the period ended December 31, 2009 of ($82,427). In addition, the Company’s development activities since inception have been financially sustained through equity financing.

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These 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 this uncertainty.

NOTE 3 – INVENTORY

Inventories consist of the following at December 31, 2009 and 2008:

	December 31, 2009	December 31, 2008
Finished goods	$ 2,266	$ 1,315
	$ 2,266	$ 1,315

F-13

MUSICIAN’S EXCHANGE, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 4 – NOTES PAYABLE AND NOTES PAYABLE – RELATED PARTY

Notes payable consists of the following at December 31, 2009 and 2008:

	December 31, 2009		December 31, 2008
Note payable, unsecured, 0% interest, due upon demand	$	1,000	$	1,000

Note payable to an officer, director and shareholder, unsecured, 0% interest, due upon demand		55		118

	$	1,055	$	1,118

Interest expense for the year ended December 31, 2009 and for the period of inception (February 4, 2008) through December 31, 2008 was $0 and $0, respectively.

NOTE 5 – INCOME TAXES

At December 31, 2009 and 2008, the Company had a federal operating loss carryforwards of $82,427 and $31,990, respectively, which begins to expire in 2028.

The provision for income taxes consisted of the following components for the year ended December 31, 2009 and period Inception (February 4, 2008) to December 31, 2008:

	2009		2008
Current:
Federal	$	-	$	-
State		-		-
Deferred		-		-
	$	-	$	-

Components of net deferred tax assets, including a valuation allowance, are as follows at December 31, 2009 and 2008:

	2009			2008
Deferred tax assets:
Net operating loss carryforward	$	28,849		$	11,197
Total deferred tax assets		28,849			11,197
Less: Valuation allowance		(28,849	)		(11,197	)
Net deferred tax assets	$	-		$	-

F-14

MUSICIAN’S EXCHANGE, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

The valuation allowance for deferred tax assets as of December 31, 2009 and 2008 was $28,849 and $11,197, respectively, which will begin to expire 2028. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2009 and 2008 and maintained a full valuation allowance.

Reconciliation between the statutory rate and the effective tax rate is as follows at December 31, 2009 and 2008:

	2009			2008
Federal statutory rate		(35.0	)%		(35.0	)%
State taxes, net of federal benefit		(0.00	)%		(0.00	)%
Change in valuation allowance		35.0	%		35.0	%
Effective tax rate		0.0	%		0.0	%

NOTE 6 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue 10,000,000 shares of it $0.001 par value preferred stock and 100,000,000 shares of its $0.001 par value common stock.

Common Stock

On February 4, 2008, the Company issued its sole officer of the Company 750,000 shares of its $0.001 par value common stock at a price of $0.01 per share for a total amount raised of $7,500 in cash.

On February 20, 2008, the Company issued 100,000 shares of its common stock toward legal fees totaling $10,000 at a value of approximately $0.10 per share. The shares were valued with the fair value of the services rendered.

On November 16, 2009, the Company completed its offering and issued a total of 550,000 shares of common stock for cash to investors and raised a total of $55,000. The Company recorded $5,000 of direct offering costs against the proceeds.

On November 18, 2009, the Company issued 50,000 shares of its common stock toward transfer agent fees totaling $5,000 at a value of approximately $0.10 per share. The shares were valued with the fair value of the common stock.

F-15

MUSICIAN’S EXCHANGE, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

As of December 31, 2009, there have been no other issuances of common stock.

NOTE 7 – WARRANTS AND OPTIONS

As of December 31, 2009, there were no warrants or options outstanding to acquire any additional shares of common stock.

NOTE 8 – RELATED PARTY TRANSACTIONS

During the period of inception (February 4, 2008) through December 31, 2008, the Company’s president received cash of $2,800 which is considered compensation.

During the period of inception (February 4, 2008) through December 31, 2008, the Company received inventory valued at cost of $555 from its sole officer and director of the Company which was considered a loan. As of December 31, 2008, the Company paid $437 toward the loan and the remaining balance of the loan is $55. (See Note 4)

NOTE 9 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through March 5, 2010, the date which the financial statements were available to be issued. As of March 5, 2010, there were no material subsequent events.

F-16

Voice Assist, Inc. - FORM 10-K/A - March 24, 2011

Attached files

Voice Assist, Inc. Reports