Voice Assist Inc (VSST)

[Helter Skelter]

Unregistered Sales of Equity Securities and Use of Proceeds

Pursuant to the Agreements of Purchase and Sale of Assets which closed on September 30, 2010, we issued a total of 20,500,000 shares of our restricted common stock during the quarter ended September 30, 2010 as follows:

· 10,250,000 shares to SpeechPhone in exchange for substantially all of the assets of Speechphone;

· 6,150,000 shares to MDM in exchange for substantially all of the assets of MDM;

· 1,025,000 shares to SpeechCard in exchange for substantially all of the assets of SpeechCard;

· 2,050,000 shares to Voice Assist in exchange for substantially all of the assets of Voice Assist; and

· 1,025,000 shares in exchange for 100% of Mr. Michael Metcalf’s concept Music By Voice.

We believe that the issuance and sale of the above shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506 with the exception of the 10,250,000 shares issued to SpeechPhone, which shares are being registered prior to distribution. The shares were issued directly by us and did not involve a public offering or general solicitation. The recipients of the shares were afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make their investment decision, including the financial statements and 34 Act reports. We reasonably believed that the recipients, immediately prior to the sale of the shares, were accredited investors and had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The management of the recipients had the opportunity to speak with our management on several occasions prior to their investment decision. There were no commissions paid on the issuance and sale of the shares.

Additionally, pursuant to the Agreements, we issued 2,000,000 shares of Series A Preferred Stock to Mr. Michael Metcalf as consideration for the cancellation of $1,700,000 in debt. The holder of Series A Preferred Stock, Mr. Michael Metcalf, has the rights, preferences and duties set forth in the Certificate of Designation of Series A Convertible Preferred Stock authorized by the Company’s board of directors and filed with Secretary of State of the State of Nevada on October 4, 2010. The Series A Preferred Stock has a par value of $0.001 per share and the board authorized an amount up to 2,000,000 shares. Each share of Series A Preferred Stock has an original issue price of $1.00.

http://www.sec.gov/Archives/edgar/data/1428469/000107704810000147/va-10q.htm