Washington D.C. 20549


Form 8-K




Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) March 31, 2014



(Exact name of registrant as specified in its charter)


Nevada   333-149446   26-1929199
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


15 Enterprise, Suite 350, Aliso Viejo, California 92656   92656
(Address of Principal Executive Offices)   (Zip Code)


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


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 8.01 – Other Events


Transferring to OTC-Pink Sheets


Due to the high costs of maintaining audited financials and filing an annual report on Form 10-K, Voice Assist Inc. (the “Company”) has decided to transfer to OTC-Pink Sheets and suspend reporting requirements under the Exchange Act of 1934.


The Company intends to continue to file quarterly and annual financials (unaudited) and to provide updates to investors with any new material information. This information will be available through the OTC News and Disclosure Services available through www.otcmarkets.com on or about April 2, 2014.


The Company has been voluntarily reporting under the Exchange Act of 1934 since its number of shareholders of record is below 300 and/or below 500 with assets below the requisite $10million. With the filing of Form 15, concurrently with this filing, the Company intends to merely suspend their reporting obligations. This suspension is not indefinite. If the SEC rejects the suspension, the Company will have 60 days to file all required information with the SEC as if the Form 15 was not filed. In addition, if at any time, the requisite shareholder and/or asset thresholds are met, the Company will be required to resume reporting to the SEC under the Exchange Act of 1934.


Location of Future Filings


Location of all future filings, including year-end and quarterly financials (unaudited) will be located at www.otcmarkets.com as soon as they are available on or about April 2, 2014. The Company intends to begin to populating this database with 2013 year-end financials on or about April 2, 2014.




In an effort to generate additional sales, the Company is currently negotiating with a marketing company. We will provide updates on this new development as soon as a definitive agreement is in place. Again, all company updates will be available here: www.otcmarkets.com.






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 hereunto duly authorized.


  By: /s/ Michael Metcalf
    Michael Metcalf, Chief Executive Officer
Date: March 31, 2014