ITEM 1. BUSINESS
General Business Development
Voice Assist, Inc. (the “Company”) was formed as a Nevada corporation on February 4, 2008 as Musician’s Exchange. On September 29, 2010, the Company changed its name from Musician’s Exchange to Voice Assist, Inc. Effective September 30, 2010, the Company completed the acquisition of substantially all of the assets of SpeechPhone LLC, MDM Intellectual Property LLC, SpeechCard LLC, SpeechCall, LLC, SpeechPhone Direct, LLC and Voice Assist LLC, (the “Acquisitions”).
Voice Assist operates a cloud-based speech recognition platform that supports speech recognition based enterprise services such as Customer Relationship Management (CRM), field force automation, as well as direct-to-enterprise services such as virtual assistants that unify communications and direct-to-consumer “safe driving” services that allow SMS, email, and social media messaging through a single personal phone number. The technology empowers mobile staff members and especially drivers to use speech commands to access data and send email or text messages by voice instead of typing.
Recent Change in Management
On October 14, 2011, the Company accepted the resignation of its President, Randy Granovetter and on October 17, 2011, the Company accepted the resignation of the Chief Financial Officer, Mike Silva. The Company subsequently appointed Ms. Donna Moore as Chief Financial Officer, Secretary and Treasurer of the Company.
On October 20, 2011, the Company appointed Mr. Donald Sutherland to serve as a Director on the Company’s Board of Directors.
Business of Voice Assist
Voice Assist is a cloud-based speech recognition technology services company focused on communication, information and transaction processing through any device using speech technology. Our technology allows consumers to use simple voice commands to dial, email, text or post to social networks. Our technology allows business clients to automate call answering, call routing and remote access to email, voice mail, CRM or other databases. Our rapid application development environment allows developers to use SpeechScript™, our proprietary development language, to build additional features that can be added to any account. We offer private labeled versions to resellers such as telecom service providers, wireless and wireline carriers, headset manufacturers, smartphone manufacturers, automobile manufacturers, direct sales companies as well as resellers. Voice Assist functionality powers many new service offerings including enterprise data access and entry and a safe driving application that enables drivers to keep their eyes on the road rather than on the phone. Improving personal productivity and maximizing driving safety are just a few of its many benefits.
Uniquely packaged services are available for individual subscribers, businesses and telecom carriers. We offer compelling value and cost effective solutions in the web services and communications industries.
The proliferation of smartphones has created new revenue streams for Carriers and Developers and accelerated the mobilization of new web and communication services categories such as social networking services (SNS) and location based services (LBS). Equally important to the Company is that the smpartphone has changed user behavior and the means with which users interact with data.
The proliferation of smart phones and tablet PC’s is increasing the number of people using touch screens to interact with content or data. Unfortunately, touch screens demand the attention of eyes which can be dangerous when driving. We anticipate that the demand for voice enabled devices and applications will grow as smart phones and tablet PC’s continue to saturate the market. Using voice as the primary interface is the only way to use such devices safely while driving.
This proliferation of connected smart devices has also led to fragmentation in offerings and challenges supporting legacy mobile customers who do not have smartphones. Voice Assist allows services to be deployed across all handsets and mobile operating systems. With Voice Assist’s legacy telephony, Voice over Internet Protocol (VoIP) and web services background, Voice Assist is uniquely positioned to provide web (HTTP protocol), SIP/VoIP, and telephony access to users data. The ability to provide access via multiple communications path is critical to Enterprise offerings and allows Voice Assist to enable services across the broadest range of consumer communication devices.
Voice Assist’s cloud-based services combine proprietary filtering and routing methods to optimize performance with best of breed hosted speech services from Lucent, Microsoft, and IBM. Voice Assist’s servers are NEBS compliant, fully redundant carrier grade platforms which have already been proven by processing over 1 million consecutive calls at a rate of approximately 7 calls per second. Built to meet carriers’ stringent requirements for reliability, open standards, scalability, and interoperability, the Voice Assist platform is a complete solution for outsourced enhanced speech services.
Industry Background
Enterprise Enablement
Enterprises need current, timely, and accurate sales reporting information. The best time to gather this information is immediately after a sales person leaves a customer or lead’s meeting. Similarly, many other Enterprise applications such as dispatch, field force, health care, etc. require employees to enter time sensitive data while the employee may be on the move or have their hands occupied.
The Company has developed a Salesforce.com connector that allows a salesperson to update relevant customer information immediately following a meeting as the salesperson is in their car and the information is fresh. Voice Assist has also integrated with Salesforce.com new Chatter service, which offers a secure means for the salesperson to communicate with their customers or other team members.
The Company markets their Salesforce.com service as a Salesforce.com Alliance Partner in parallel with Salesforce.com with a model that is consistent with Salesforce.com.
Voice Assist leverages its SpeechScriptTM technology to quickly integrate to Enterprise webservices and platforms. In addition to Salesforce.com, the Company plans to develop connectors to other CRM and Enterprise Platforms in 2012 to expand its Enterprise Services offerings.
Distracted Driving
One of the greatest challenges facing people today is driver distractions caused by the use of mobile phones while driving. Distracted drivers who take their hands off the wheel or their eyes off the road to look at or interact with a mobile phone now account for more than 5,800 fatal automobile accidents annually. This problem is so significant that at least 34 states have already passed hands-free driving and/or no texting while driving laws to help reduce fatalities and injuries.
Some celebrities have even jumped into the cause such as Oprah Winfrey to promote what she calls the “no phone zone.” In early 2012, the Company obtained an endorsement from Frankie Avalon to help promote hands-free safe driving. Despite the many articles and news reports published and even the celebrity promotion for driver safety, the fact still remains - people are using mobile phones while driving and the problem continues.
Mobile phone companies and even automobile manufacturers are now promoting the use of Bluetooth speakerphones and/or Bluetooth headsets that sync up to your mobile phone when you enter the vehicle before driving. Although the use of Bluetooth devices can help reduce physical interaction with the mobile phone multiple circumstances are still prevalent that require interaction and subsequently accidents.
The answer to this situation is to combine the use of hands-free devices such as a headset or speakerphone with a voice activated assistant that eliminates all physical interactions with the phone by replacing any and all physical interactions with simple voice commands.
The Voice Assist Solution
We develop market and support hosted speech applications designed to work with any handset and any carrier. Our solution includes best of breed automatic speech recognition (ASR) technology and text-to-speech (TTS) technology along with speech-to-text (STT) technology combined with a user friendly virtual assistant we call “Voice Assist.”
Voice Assist is an “enhanced service” that will work with any phone including but not limited to mobile phones, landlines, VoIP phones, SIP clients and instant messenger clients.
We build applications designed to increase driver safety and reduce or eliminate physical interaction with the phone except through voice commands. We develop and support private labeled versions of our applications and we help support third party developers to build additional speech applications using our proprietary SpeechScriptTM language which is an extension of Java Script.
Products and Services
Our current Direct to Consumer service includes Voice Dialing, Email by Voice, Text by Voice and Post to Social Networks by Voice. We also offer add-on’s including Live Assist and Voice Assist for Saleforce.com. The service is available on-line with instant activation at www.voiceassist.com. We also offer a mobile app for iPhone available at www.voiceassist.com/contact.
Voice Dialing allows subscribers to dial by saying a name or a name and location such as “call Michael Metcalf at work” or “call Michael Metcalf at mobile.”
Email by Voice allows subscribes to listen to email or reply to email or even originate a new email using simple voice commands such as “send an email to Michael Metcalf.” Subscribers simply say the message desired and then use additional voice commands to repeat it, rerecord it or send it. The voice message is then translated into text and sent to the desired party as if they had typed the original message. To eliminate any ambiguities the original recorded voice file is also sent as an attachment.
Texting by Voice is a two way experience with Voice Assist. Subscribers can send a text by using a simple command such as “send a text to Michael Metcalf.” The subscriber then speaks the message and uses additional voice commands to repeat the message, re-record the message or send it. The message is then converted into text and sent to the intended mobile phone number. When a text message is received, the Voice Assist application checks the subscribers setting to determine the best delivery method. In some cases, the text message will simply be sent along to the mobile phone screen of the subscriber. In other cases, such as “I’m driving mode”, Voice Assist will call the subscriber and then announce the identity of the person who sent the text message and then read the text message using text-to-speech. Once the message is delivered, the Voice Assist application offers the subscribers the option to record and send a reply. The reply is automatically converted back into text and sent back to the person who sent the original text. As a result, it is possible for subscribers to send and receive text messages from any phone including mobile phones without a text messaging plan or even from landlines whether or not they are connected to the internet or a computer.
Posting to social networks such as Twitter or Facebook is as easy as saying “post to Twitter” and then recording a message. Subscribers can review the message, re-record the message or post the message when ready using nothing but additional voice commands. The message is then converted into text and posted to the social network as requested.
Voice Assist eliminates the need to look at the phone or press any buttons to make calls, retrieve email, reply to email, send email, send a text, listen to text, reply to text or even post to social networks such as Twitter and Facebook.
Subscribers can set up a new account via the internet (www.voiceassist.com) and begin using voice commands with their existing phones in just a few minutes. Unlike other speech applications that require a software download into the handset before use, Voice Assist can be used from any handset regardless of the handset manufacturer or carrier network used.
Subscribers can activate a Voice Assist Standard account and then upgrade the account with additional features such as Voice Assist Premium, Live Assist and/or Voice Assist for Salesforce.com.
Voice Assist Standard includes 100 minutes of use for $4.95 per month. Voice Assist Premium is an upgrade that allows unlimited personal use for $9.95 per month.
Live Assist is another upgrade available for $10 per month more. Live Assist connects subscribers to a live personal concierge 24 hours a day, 7 days a week upon request. Subscribers just say “Live Assist” to get connected. Live Assist can help with turn by turn driving instructions or make dinner reservations or even book travel such as hotel, rental car or airline tickets. Live Assist can also be used to look up information via the web and then have the information sent to your mobile phone via SMS text message or by email.
Voice Assist for Salesforce.com is another add-on for $10 per month more. This add-on allows salespeople to make sales calls by voice command and then report sales results at the end of each call. Salespeople just dictate notes and schedule follow up calls or even forecast the sale all by voice without typing. This saves times and helps salespeople report results faster.
The Voice Assist service is also optimized for bundling with communications product and for white labeling by Service Providers.
SpeechScriptTM development and hosting services. The Company offers professional development and/or customization services to resellers and/or distribution partners. The Company also supports third party developers seeking to develop applications based on SpeechScriptTM, our proprietary rapid application development environment. Although SpeechScriptTM is proprietary, it is an extension of Java Script speeding speech application development to third party developers familiar with Java Script. Java Script is among the most familiar programming languages in the world. Applications written in SpeechScriptTM are designed to be hosted on our hosted speech platform (HSP) in order to leverage the architecture of our platform including but not limited to our switching systems and billing platforms. Hosted applications are able to leverage our automated provisioning and billing platforms that offer instant on-line activation of new subscribers.
Customer support services. The Company offers tier 1 and/or tier 2 and tier 3 customer support services to support end users and/or resellers or distribution partners. The Company offers custom support plans based on partner requirements and specifications. Custom support includes the issuance of local or toll free numbers which are answered on behalf of our resellers and/or distribution partners using their brand when required.
Voice Platform
Voice Assist leverages a hosted speech platform (HSP) that is located in multiple carrier neutral data centers. Each data center is configured in a redundant configuration. Each data center has a soft-switch which acts as the front end to the speech server farms. Callers are connected via the soft-switch (SS) to application servers (AP) which intern interact with the hosted speech servers (HSP) along with the central database and the billing servers (BS). Voice Assist’s hosted speech platform (HSP) has already processed over 50 million calls and can be scaled as necessary based on subscriber demand.
Each data center is monitored via network management software (NMS) to report overall system status and individual status of all major components, servers, and related network equipment.
Voice Assist’s platform uses industry standard hardware and software provided by such companies as Dell, HP, Cisco, Microsoft, Sun and others. The overall service that we provide is codependent upon the continual operation of the hardware and/or software provided by such third party vendors. In the event, any hardware and/or software should not continue to operate as normally expected or in the event such manufacturers discontinue making such hardware and/or providing support or software patches thereto, the Company’s service could be interrupted and could be negatively impacted or unable to continue to provide service.
In January of 2011, Voice Assist contracted with Mobile Direct Responses (MDR), wherein Voice Assist agreed to develop and host its speech recognition advertising campaign tool. Utilizing the Voice Assist platform, MDR provides its customers with an easy way to implement marketing and advertising campaigns across major wireless carriers. The Voice Assist platform gives consumers a shortcut for finding things quickly by voice. By simply dialing #250 and pressing send on their phone a consumer can say what they're looking for.
Customers
We provide access to hosted speech applications directly to end users and to wholesale resellers and/or distribution partners. End users are primarily mobile professionals and other people who prefer the safety and productivity of using speech commands rather than pushing buttons while driving. As of the date of this report the Company had provided hosted speech services to more than 10,000 clients including small businesses, resellers, distribution partners and/or end users.
Competition
The Company currently has and expects to have increased competition as many well known companies are beginning to pay close attention to the distracted driver problem. Some competition is coming from device manufacturers such as BlueAnt who are now imbedding speech technology into Bluetooth headsets and/or Bluetooth speakerphones. Additional competition is coming from mobile phone handset manufacturers who are also imbedding speech technology into their handsets. Some of the companies competing against the Company have significantly more resources and a longer track record than we do. Increased completion could negatively impact our Company.
There are also some hosted Distracted Driving speech applications that compete with the Company including but not limited to www.drivesafe.ly, www.dial2do.com, www.vlingo.com and www.voiceonthego.com. Some of these competitors have been in business longer and have more financial resources than we do at the present time and therefore they could also negatively impact the Company. Although the Company faces stiff competition from device manufacturers and other hosted speech application service providers, the Company’s management team has a history of building award winning speech applications and has competed favorably against other competitors in the industry for more than 12 years.
The Company has a strategy that, it believes, will help give it a competitive advantage and sufficient differentiation and is also taking steps to file patents or has patents pending that may help in this regard.
Intellectual Property
The Company has six patents pending and anticipates filing additional patents to protect our intellectual property.
To protect our trade secrets and know-how the Company requires all staff members and/or contractors to sign confidentiality agreements and\or invention assignment agreements as appropriate. Although all staff members sign agreements to maintain the confidentiality of such proprietary information, this information is difficult to monitor and control.
Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our technology, methods or know-how to develop products with the same functionality as our products. Monitoring unauthorized use of our proprietary information and technology is difficult, and we cannot be certain that the actions we have taken to do so will always prevent misappropriation of our technology methods or know-how, particularly in foreign countries where the laws may not protect proprietary rights as fully as do the laws of the United States.
The software industry is characterized by the existence of a large number of patents and frequent litigation based on allegations of patent infringement and the violation of intellectual property rights. Although we attempt to avoid infringing known proprietary rights of third parties, we may become subject to legal proceedings and claims for alleged infringement by us or our resellers of third-party proprietary rights, such as patents, trade secrets, trademarks or copyrights, from time to time in the ordinary course of business or otherwise. Any claims relating to the infringement of third-party proprietary rights, even if not successful or meritorious, could result in costly litigation, divert management’s attention from our business or require us to enter into royalty or license agreements that could be costly or otherwise disadvantageous to us. In addition, parties making these claims may be able to obtain injunctions, which could prevent us from selling our products or services. Furthermore, although we take precautions, former employers of our employees may assert that our employees have improperly or unwittingly disclosed confidential or proprietary information to us without our knowledge. Any of these occurrences could harm our business. We may be increasingly subject to infringement claims as the number and features of our products increase.
Software Development
The Company continues to improve our core applications and build new applications designed to improve driver safety and increase driver productivity. The Company will continue to spend money in software development in order to maintain its competitive advantage. Although the Company intends to grow the development team as it begins to support greater numbers of third party developers, anticipated subscriber growth may lower software development costs.
The Company has adopted the provisions of the Software Topic of the FASB ASC to account for its internally and externally developed software costs since the Company is dependent on the 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.
Marketing
The Company plans to launch a television advertising campaign along with an internet marketing campaign to create public awareness and demand for our products and services. The Company anticipates that such marketing efforts will generate increased revenues for the Company but there is no assurance that such marketing efforts, if carried out, will result in sufficient sales revenues and net margins to cover the expected costs of such marketing endeavors.
The Company is also currently working with several resellers and distribution partners who are planning additional marketing campaigns focused primarily around selling private labeled services to home based entrepreneurs and small to midsized business clients.
Subject to the availability of capital, the Company also plans to retain the assistance of a public relations firm during 2012 to help create additional public awareness of the Voice Assist solution as the solution to the distracted driving problem. The Company was previously featured on Fox 11 news and got additional exposure by winning TMCnet.com’s “2010 Product of the Year” and also by winning “Best of Show” at CTIA 2011. The company believes that advertising and public relations is important to the success of the company; however, no assurance can be given that the Company will have the funds necessary to run such advertising or promotion or that such advertising or promotion will actually result in subscriber sales.
Employees
As of the date of this Current Report, we have 11 full-time and/or part-time employees and/or contractors working for the Company. None of them are represented by a labor union or subject to a collective bargaining agreement. We consider our relations with our staff members and contractors to be good.
ITEM 1A.
ITEM 1A. RISK FACTORS
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. You should read the section entitled “Special Note Regarding Forward Looking Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this report.
RISKS RELATED TO OUR BUSINESS
We depend upon third-party resellers for a significant portion of our sales. The loss of key third-party resellers, or a decline in third-party resellers’ resale of our products and services, could limit our ability to sustain and grow our revenue.
Our revenues are dependent upon the viability and financial stability of our third-party resellers, as well as upon their continued interest and success in selling our products. In addition, some of our third-party resellers are thinly capitalized or otherwise experiencing financial difficulties. The loss of a significant third-party reseller or our failure to develop new and viable third-party reseller relationships could limit our ability to sustain and grow our revenue. Furthermore, expansion or changes in the focus of our internal sales force, in an effort to increase third-party reseller sales or replace the loss of a significant third-party reseller, could require increased management attention and higher expenditures.
Our contracts with third-party resellers do not require a third-party reseller to purchase our products or services. In fact, many of our third-party resellers also offer the products of some of our competitors. We cannot guarantee that any of our third-party resellers will continue to market our products or devote significant resources to doing so. In addition, although we are actively working to manage potential channel conflicts and maintain strong third-party reseller relationships, certain third-party reseller relationships likely have been adversely affected by the introduction of our own platform product or our direct sales activities, which may have an unfavorable impact on revenue from certain third-party resellers. Furthermore, we will, from time to time, terminate or adjust some of our relationships with third-party resellers in order to address changing market conditions, adapt such relationships to our business strategy, and resolve disputes or for other reasons. Any such termination or adjustment could have a negative impact on our relationships with third-party resellers and our business and result in decreased sales through third-party resellers or threatened or actual litigation. If our third-party resellers do not successfully market and sell our products or services for these or any other reasons, our sales could be adversely affected and our revenue could decline. In addition, our third-party resellers possess confidential information concerning our products and services, product release schedules and sales and marketing and third-party reseller operations. Although we have nondisclosure agreements with our third-party resellers, we cannot guarantee that any third-party reseller would not use our confidential information to compete with us.
Speech software products and services generally, and our products and services in particular, may not achieve widespread acceptance which could require us to modify our sales and marketing efforts and could limit our ability to successfully grow our business.
The market for speech software products remains immature and is rapidly changing. In addition, some of our products are relatively new to the market. Our ability to increase revenue in the future depends on the acceptance by customers, third-party resellers and end users of speech software solutions generally and our products and services in particular. The adoption of speech software products could be hindered by the perceived costs of licensing and deploying such products, as well as by the perceived deployment time and risks of this relatively new technology. Furthermore, enterprises that have invested substantial resources in existing call centers or touch-tone-based systems may be reluctant to replace their current systems with new products. Accordingly, in order to achieve commercial acceptance, we may have to educate prospective customers, including large, established enterprises and telecommunications companies, about the uses and benefits of speech software in general and our products in particular. We may also need to modify or increase our sales and marketing efforts or adopt new marketing strategies to achieve such education. If these efforts fail, prove excessively costly or unmanageable, or if speech software generally does not continue to achieve commercial acceptance, our business would be harmed.
The continued development of the market for our products will depend upon the following factors, among others:
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acceptance by businesses of the benefits of speech technology;
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widespread and successful deployment of speech software applications;
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end-user demand for services and solutions having a voice user interface;
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demand for new uses and applications of speech software technology, including adoption of voice user interfaces by companies that operate web-based and touch tone IVR self service solutions;
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adoption of industry standards for speech software and related technologies; and
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continued improvements in hardware and telephony technology that may reduce the costs and deployment time of speech software solutions.
Our products and services can have a long sales and implementation cycle and, as a result, our quarterly revenues and operating results may fluctuate.
The sales cycles for our products have typically ranged from three to twelve months or longer depending on the time needed to evaluate, qualify, test, beta test and eventually roll out and the size of the order and complexity of its terms, the amount of services we are providing, and whether the sale is made directly by us or indirectly through a third-party reseller. Some customers may also require custom programming or interfaces to various API’s.
Speech products often require a significant expenditure by a customer. Accordingly, a customer’s decision to purchase our products and services typically requires a lengthy pre-purchase evaluation. We may spend significant time educating and providing information to prospective customers regarding the use and benefits of our products and services. During this evaluation period, we may expend substantial sales, technical, marketing and management resources in such efforts. Because of the length of the evaluation period, we are likely to experience a delay, occasionally significant, between the time we incur these expenditures and the time we generate revenues, if any, from such expenditures. Furthermore, such expenditures frequently do not result in a sale of our products.
After purchase by a customer, it may take time and resources to complete any services we are providing and to integrate our software into the customer’s existing systems. If we are performing services that are essential to the functionality of the software, in connection with its implementation, we recognize license and service revenues based on the percentage of services completed using contract accounting. In cases where the contract specifies milestones or acceptance criteria, we may not be able to recognize either license or service revenue until these conditions are met. We have in the past experienced, and may in the future experience, such delays in recognizing revenue. Consequently, the length of our sales and implementation cycles, the deployment process for our products, and the terms and conditions of our license and service arrangements often make it difficult to predict the quarter in which revenue recognition may occur and may cause license and service revenue and our operating results to vary significantly from quarter to quarter.
We are exposed to general economic conditions, which may continue to harm our business.
Over the past several years, there has been a global economic downturn that has not begun to improve. If the United States or global economic conditions deteriorate in the future, it is likely that capital spending will decline and our sales will be adversely affected. If such unfavorable economic conditions persist or worsen in the United States or internationally, such conditions will have a material adverse impact on our business, operating results and financial condition.
If we are unable to attract and retain key personnel, our business could be harmed.
If any of our key employees were to leave, we could face substantial difficulty in hiring qualified successors and could experience a loss in productivity while any successor obtains the necessary training and experience. Our employment relationships are generally at-will and we have had key employees leave in the past. We cannot assure that one or more key employees will not leave in the future. We intend to continue to hire additional highly qualified personnel, including software engineers and operational personnel, but may not be able to attract, assimilate or retain qualified personnel in the future. Any failure to attract, integrate, motivate and retain these employees could harm our business.
Our failure to successfully respond to and manage rapid change in the market for speech software could cause us to lose revenue and harm our business. It is essential that we continue to develop new products that achieve commercial acceptance.
The speech software industry remains immature and is rapidly changing. Our future success will depend substantially upon our ability to enhance our existing products and to develop and introduce, on a timely and cost-effective basis, new products and features that meet changing third-party reseller and end-user requirements and incorporate technological advancements, such as products that speed deployment and accelerate customers’ return on investment, as well as achieve commercial acceptance. Commercial acceptance of new products and technologies that we may introduce will depend on, among other things, the ability of our services, products and technologies to meet and adapt to the needs of our target markets; the performance and price of our products and services and our competitors’ products and services; and our ability to deliver speech solutions, customer service and professional services directly and through our third-party resellers. If we are unable to develop or deploy new products and enhance functionalities or technologies to adapt to these changes, we may be unable to retain existing customers or attract new customers, which could materially harm our business. In addition, as we develop new products, sales of existing products may decrease. If we are unable to offset a decline in revenue from existing products with sales of new products, our business would be adversely affected.
Speech products are not 100% accurate, and we could be subject to claims related to the performance of our products. Any claims, whether successful or unsuccessful, could result in significant costs and could damage our reputation.
Speech recognition natural language understanding and authentication technologies, including our own, are not accurate in every instance. Our customers, which may include in the future financial institutions, using our products to provide important services to their customers including transferring funds to accounts and buying and selling securities could result in claims against our customers or us for losses incurred for any misrecognition of voice commands or incorrect authentication of a user’s voice in connection with these financial or other transactions. Although our contracts usually contain provisions designed to limit our exposure to such liability claims, a claim brought against us based on misrecognition or incorrect authentication, even if unsuccessful, could be time-consuming, divert management’s attention from business operations, result in costly litigation and harm our reputation. If any such claim is successful, we could be exposed to an award of substantial damages and our reputation could be harmed greatly. Moreover, existing or future laws or unfavorable judicial decisions could limit the enforceability of limitations of liability, disclaimers of warranty or other protective provisions contained in many, but not all of, our contracts.
We may incur a variety of costs to engage in future acquisitions of companies, products or technologies, and the anticipated benefits of those acquisitions may never be realized.
As a part of our business strategy, we may make acquisitions of, or significant investments in, complementary companies, products or technologies. Any future acquisitions of companies or technologies would be accompanied by risks such as:
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difficulties in assimilating the operations, personnel and technologies of acquired companies;
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diversion of our management’s attention from ongoing business concerns;
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our potential inability to maximize our financial and strategic position through the successful incorporation of acquired technology and rights into our products and services;
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additional expense associated with impairments of acquired assets, such as goodwill or acquired workforce;
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increases in the risk of claims against us related to the intellectual property or other activities of the businesses we acquire;
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maintenance of uniform standards, controls, procedures and policies; and
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impairment of existing relationships with employees, suppliers and customers as a result of the integration of new management personnel.
We cannot guarantee that we will be able to successfully integrate any business, products, technologies or related personnel that we might acquire in the future. Our inability to integrate successfully any business, products, technologies or personnel we may acquire in the future could materially harm our business.
We are exposed to the liquidity problems of our customers. We may have difficulty collecting amounts owed to us.
Certain of our customers and third-party resellers have experienced, and may in the future experience, credit-related issues. We perform ongoing credit evaluations of customers but do not require collateral. However, in some instances we may provide longer payment terms. Should more customers than we anticipate experience liquidity issues, or if payment is not received on a timely basis, we may have difficulty collecting amounts owed to us by such customers, and our business, operating results and financial condition could be adversely impacted.
If the industry standards we support are not adopted as the standards for speech software, customers may not use our speech software products.
The market for speech software remains immature and emerging and industry standards are still being established. We may not be competitive unless our products support changing industry standards; otherwise, customers may choose not to use our speech software products. The emergence of industry standards, whether through adoption by official standards committees or widespread usage, could require costly and time-consuming redesign of our products. If these standards become widespread and our products do not support them, our customers and potential customers may not purchase our products. Multiple standards in the marketplace could also make it difficult for us to ensure that our products will support all applicable standards, which could in turn result in decreased sales. Furthermore, the existence of multiple standards could chill the market for speech software in general until a dominant standard emerges.
We rely on a continuous power supply to conduct our operations, and an energy crisis could disrupt our operations and increase our expenses.
We currently have backup generators or alternate sources of power in the event of a blackout, and our current insurance coverage provides for any damages we, or our customers, may suffer as a result of any interruption in our power supply. If blackouts interrupt our power supply, we would be temporarily able to continue operations at our facilities; however, if such interruption was lengthy or occurred repeatedly, it could adversely affect our ability to conduct operations that could damage our reputation, harm our ability to retain existing customers or obtain new customers, and result in lost revenue, any of which could substantially harm our business and results of operations.
Information that we may provide to investors from time to time is accurate only as of the date we disseminate it and we undertake no obligation to update the information.
From time to time, we may publicly disseminate forward-looking information or guidance in compliance with Regulation FD promulgated by the Securities and Exchange Commission. This information or guidance represents our outlook only as of the date that we disseminated it, and we undertake no obligation to provide updates to this information or guidance in our filings with the Securities and Exchange Commission or otherwise.
The loss of key personnel or the inability to retain and, where necessary, attract additional personnel could impair our ability to expand our operations.
We are highly dependent upon the principal members of our management and sales staff, the loss of whose services might adversely impact the achievement of our objectives and the continuation of existing business plans. Our recent change in the position of President and Chief Financial Officer could have an adverse impact on our ability to retain and recruit qualified personnel. Further, all of our employees are employed “at will” and, therefore, may leave our employment at any time.
Future sales of our common stock may depress our stock price.
If our stockholders sell substantial amounts of our common stock (including shares issued upon the exercise of options and warrants and shares issued under our Stock Incentive Plan) in the public market, the market price of our common stock could fall. These sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate.
RISKS RELATED TO OUR INTELLECTUAL PROPERTY AND TECHNOLOGY
Our inability to adequately protect our proprietary technology could harm our ability to compete.
Our future success and ability to compete depends in part upon our proprietary technology and our trademarks, which we attempt to protect through reliance upon a combination of patent, copyright, trademark and trade secret laws, as well as with our confidentiality procedures and contractual provisions. These legal protections afford only limited protection and may be time-consuming and expensive to obtain, maintain or enforce. Further, despite our efforts, we may be unable to prevent third parties from infringing or misappropriating our intellectual property or to recover adequate compensation from any such infringements.
Although we have filed multiple U.S. patent applications, we have currently only been issued a small number. There is no guarantee that we will be issued additional patents under our current or future patent applications. Any patents issued to us could be circumvented or challenged. If challenged, a patent might be invalidated or its claims might be substantially narrowed. Our intellectual property rights may not be adequate to provide us with a competitive advantage and, in any event, may not prevent competitors from entering the markets for our products. Additionally, our competitors could independently develop non-infringing technologies that are competitive with, equivalent to, or superior to our technology.
Monitoring infringement and misappropriation of intellectual property can be difficult, and there is no guarantee that we would detect any infringement or misappropriation of our proprietary rights. Even if we do detect infringement or misappropriation of our proprietary rights, litigation to enforce these rights could cause us to divert financial and other resources from our business operations. Further, we license our products internationally, and the laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the United States.
Third parties may claim in the future that we are infringing their intellectual property and we could be exposed to significant litigation or licensing expenses or be prevented from selling our products if such claims are successful.
We may be subject to claims that we or our customers may be infringing upon, or contributing to the infringement of, the intellectual property rights of others. We may be unaware of intellectual property rights of others that may cover some of our technologies and products. If it appears necessary or desirable, we may seek licenses for these intellectual property rights. However, we may not be able to obtain licenses from some or all claimants, the terms of any offered licenses may not be acceptable to us, and we may not be able to resolve disputes without litigation. Any litigation regarding intellectual property could be costly and time-consuming and could divert the attention of our management and key personnel from our business operations. In the event of intellectual property infringement claim, we may be required to enter into costly royalty or licensing agreements. Third parties claiming intellectual property infringement may be able to obtain injunctive or other equitable relief that could effectively block our ability to develop and sell our products.
We may incur substantial costs enforcing or acquiring intellectual property rights and defending against third party claims as a result of litigation or other proceedings.
In connection with the enforcement of our own intellectual property rights, the acquisition of third party intellectual property rights, or disputes relating to the validity or alleged infringement of third party intellectual property rights, including patent rights, we may in the future be subject to claims, negotiations or complex, protracted litigation. Intellectual property disputes and litigation are typically very costly and can be disruptive to business operations by diverting the attention and energy of management and key technical personnel. We may incur significant costs in acquiring the necessary third party intellectual property rights for use in our products. Third party intellectual property disputes could subject us to significant liabilities, require us to enter into royalty and licensing arrangements on unfavorable terms, prevent us from manufacturing or licensing certain of our products, cause severe disruptions to our operations or the markets in which we compete, or require us to satisfy indemnification commitments with our customers including contractual provisions under various license arrangements. Any of these could seriously harm our business.
Any defects in, or other problems with, our products could harm our business and result in claims against us.
Complex software products such as ours may contain errors, defects and bugs (collectively, “errors”). During the development of any product, we may discover errors. As a result, our products may take longer than expected to develop. In addition, we may discover that remedies for errors may be technologically unfeasible. Delivery of products with undetected errors or reliability, quality or compatibility problems could damage our reputation. The existence of errors or reliability, quality or compatibility problems could also cause interruptions, delays or cessations of sales. We could, as well, be required to expend significant capital and other resources to remedy these problems. In addition, customers whose businesses are disrupted by these errors or reliability, quality or compatibility problems could bring claims against us; the defense of which, even if successful, would likely be time consuming and costly. Furthermore, if any such defense were not successful, we might be obligated to pay substantial damage that could materially and adversely affect our operating results.
RISKS RELATING TO OUR COMMON STOCK
Because our common stock could remain under $5.00 per share, it could continue to be deemed a low-priced “Penny” stock and an investment in our common stock would be considered high risk and subject to marketability restrictions.
Since our common stock is currently under $5.00 per share, it is considered a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act. Therefore, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. If the trading price of the common stock stays below $5.00 per share, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:
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Deliver to the customer, and obtain a written receipt for, a disclosure document;
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Disclose certain price information about the stock;
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Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;
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Send monthly statements to customers with market and price information about the penny stock; and
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Approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules, in some circumstances.
Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to accept the common stock for deposit into an account or, if accepted for deposit, to sell the common stock. These restrictions may affect the ability of holders to sell their common stock in the secondary market and affect the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.
If we fail to remain current on our reporting requirements with the SEC, we could be removed from the OTC-QB, which would limit the ability of broker dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.
Companies trading on the OTC-QB generally must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC-QB. More specifically, FINRA has enacted Rule 6530, which determines eligibility of issuers quoted on the OTC-QB by requiring an issuer to be current in its filings with the Commission. Pursuant to Rule 6530(e), if we file our reports late with the Commission three times in a two year period or our securities are removed from the OTC-QB for failure to timely file twice in a two year period, then we will be ineligible for quotation on the OTC-QB. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. As of the date of this filing, we have no late filings reported by FINRA.
Our internal controls may be inadequate which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Exchange Act Rule includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of Voice Assist, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
We have four individuals performing the functions of all officers and directors. These individuals have developed internal control procedures and are responsible for monitoring and ensuring compliance with those procedures. Management has determined that our internal controls are, at this time, inadequate or ineffective which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.
Our auditor’s have substantial doubt about our ability to continue as a going concern. Additionally, our auditor’s report reflects the fact that 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 or financing and, ultimately the achievement of significant operating revenues.
Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our auditor’s report reflects that the ability of Voice Assist to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock or financing and, ultimately, the achievement of significant operating revenues. If we are unable to continue as a going concern, you will lose your investment. We will be required to seek additional capital to fund future growth and expansion. No assurance can be given that such financing will be available or, if available, that it will be on commercially favorable terms. Moreover, favorable financing may be dilutive to investors.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
As of the date of the filing of this Annual Report on Form 10-K, the Company does not have any unresolved Securities and Exchange Commission comments.
ITEM 2.
ITEM 2. PROPERTIES
We currently maintain an office at 2 South Pointe Dr., Suite 100, Lake Forest, California. We currently pay $8,744 per month in rent. We do not believe that we will need to obtain additional office space at any time in the foreseeable future, approximately 12 months, until our business plan is more fully implemented.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us that may materially affect us.
PART II
ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASE OF EQUITY SECURITIES
Market Information
Our common stock is traded in the over-the-counter securities market through the Financial Industry Regulatory Authority ("FINRA") Automated Quotation Bulletin Board System, under the symbol “VSST”. We have been eligible to participate in the OTC-QB since January 26, 2010. The following table sets forth the quarterly high and low bid prices for our common stock during our last two fiscal years, as reported by a Quarterly Trade and Quote Summary Report of the OTC-QB. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.
As of April, 13, 2012, the Company’s Stock closed at a price of $0.07.
Holders of Common Stock
As of April 13, 2012, we had 89 stockholders of record of the 31,397,973 shares outstanding.
Dividends
The payment of dividends is subject to the discretion of the Company’s Board of Directors and will depend, among other things, upon our earnings, our capital requirements, our financial condition, and other relevant factors. We have not paid nor declared any dividends on our common stock since our inception and, by reason of our present financial status and our contemplated financial requirements, do not anticipate paying any dividends in the foreseeable future.
We intend to reinvest any earnings in the development and expansion of our business. Any cash dividends in the future to common stockholders will be payable when, as and if declared by our Board of Directors, based upon the Board’s assessment of:
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our financial condition;
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earnings;
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need for funds;
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capital requirements;
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prior claims of preferred stock to the extent issued and outstanding; and
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other factors, including any applicable laws.
Therefore, there can be no assurance that any dividends on the common stock will ever be paid.
Securities Authorized for Issuance under Equity Compensation Plans
2010 Stock Incentive Plan
We have reserved for issuance an aggregate of 10,000,000 shares of common stock under our 2010 Stock Incentive Plan (“the Plan”) that was adopted in August of 2010. On June 29, 2011 all the options granted under the 2010 Stock Incentive Plan were cancelled. On June 30, 2011 the Company issued the holders of the cancelled options the same number of options with the same vesting and exercise schedule under the 2011 Stock Incentive Plan. As of December 31, 2011, zero (-0-) options had been granted under the Plan.
Purposes of the 2010 Plan
The purposes of the Plan are (a) to enhance the Company’s ability to attract and retain the services of qualified employees, officers and directors, contractors and other service providers upon whose judgment, initiative and efforts the successful conduct and development of the Company’s business largely depends, and (b) to provide additional incentives to such persons or entities to devote their utmost effort and skill to the advancement and betterment of the Company by providing them an opportunity to participate in the ownership of the Company and thereby have an interest in the success and increased value of the Company.
Stock Subject to the 2010 Plan
Shares that are eligible for grant under the Plan to participants include Incentive Stock Options, Non-Qualified Stock Options and Restricted Stock. “Incentive Options” are any options designated and qualified as an “incentive stock option” as defined in Section 422 of the Internal Revenue Code. “Non-Qualified Options” are any options that are not an Incentive Option. To the extent that any option designated as an Incentive Option fails in whole or in part to qualify as an Incentive Option, including, without limitation, for failure to meet the limitations applicable to a ten percent stockholder or because it exceeds the annual limit, it shall to that extent constitute a Non-Qualified Option. “Restricted Stock” are shares of common stock issued pursuant to any restrictions and conditions as established in the Plan.
The Plan provides that a maximum of Ten Million (10,000,000) shares of common stock are available for grant as awards under the Plan.
Eligibility
Incentive Options. Only employees of the Company or of an affiliated company (including officers of the Company and members of the Board of Directors if they are employees of the Company or of an affiliated company) are eligible to receive Incentive Options under the Plan.
Non-Qualified Options and Restricted Stock. Employees of the Company or of an affiliated company, officers of the Company and members of the Board of Directors (whether or not employed by the Company or an affiliated company), and service providers are eligible to receive Non-Qualified Options or acquire Restricted Stock under the Plan.
2011 Stock Incentive Plan
On June 27, 2011, the Company adopted a 2011 Stock Incentive Plan (“the 2011 Plan”), reserving 10,000,000 shares of common stock. The plan is filed as Exhibit 10-8 to this filing. As of December 31, 2011, 7,512,350 options had been granted under the 2011 Plan, 3,429,861 options had been cancelled, and 4,082,489 options were oustanding.
Purposes of the 2011 Plan
The purposes of the 2011 Plan are (a) to enhance the Company’s ability to attract and retain the services of qualified employees, officers and Directors, contractors and other service providers upon whose judgment, initiative and efforts the successful conduct and development of the Company’s business largely depends, and (b) to provide additional incentives to such persons or entities to devote their utmost effort and skill to the advancement and betterment of the Company, by providing them an opportunity to participate in the ownership of the Company and thereby have an interest in the success and increased value of the Company.
Stock Subject to the 2011 Plan
Shares that are eligible for grant under the 2011 Plan to participants include Incentive Stock Options, Non-Qualified Stock Options and Restricted Stock. “Incentive Options” are any options designated and qualified as an “incentive stock option” as defined in Section 422 of the Code. “Non-Qualified Options” are any options that are not an Incentive Option. To the extent that any option designated as an Incentive Option fails in whole or in part to qualify as an Incentive Option, including, without limitation, for failure to meet the limitations applicable to a ten percent stockholder or because it exceeds the annual limit, it shall to that extent constitute a Non-Qualified Option. “Restricted Stock” are shares of common stock issued pursuant to any restrictions and conditions as established in the 2011 Plan.
The 2011 Plan provides that a maximum of Ten Million (10,000,000) shares of common stock are available for grant as awards under the Plan.
Equity Compensation Plans Information
We maintain the 2010 and 2011 Stock Incentive Plans to allow the Company to compensate employees, directors, consultants and certain other individuals providing bona fide services to the Company or to compensate officers, directors and employees for accrual of salary through the award of common stock.
Options give directors, officers, employees and consultants the opportunity to purchase stock at a fixed price, the “Fair Market Value” for a period of time. To determine the Fair Market Value of the options under this plan, the Board has set the strike price at the fair market value of our common stock on the grant date.
The following table sets forth information as of December 31, 2011 regarding outstanding shares granted under the plans, warrants issued to consultants and options reserved for future grant under the plans. The grant of these options have not been delayed, accelerated or coordinated with the release of material non-public information.
T
The Plans are intended to encourage directors, officers, employees and consultants to acquire ownership of common stock. The opportunity so provided is intended to foster in participants a strong incentive to put forth maximum effort for its continued success and growth, to aid in retaining individuals who put forth such effort, and to assist in attracting the best available individuals to the Company in the future.
Recent Sales of Unregistered Securities
Stock and Warrant Issuances Pursuant to Subscription Agreements
During the fourth quarter of 2011, the Company issued a total of 200,000 Units comprised of shares of restricted Common Stock and Warrants to purchase shares of restricted stock to one accredited investor. The investor purchased the 200,000 units for a total purchase price of $100,000, all of which was paid in cash.
We believe that the issuance and sale of the above shares and warrants were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506 The shares were issued directly by the Company 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, was an accredited investors and had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The recipients had the opportunity to speak with our management on several occasions prior to their investment decision. There were no commissions paid on the issuance and sale of the shares.
Issuance of Stock Options
During the fourth quarter of 2011 and through the date of this filing, the Company has not issued any Stock Options to its employees, directors or consultants.
Subsequent Events
Stock and Warrants to be Issued Pursuant to Subscription Agreements
During February and March 2012, the Company received $80,000 from an accredited investor for purchase of 533,333 units consisting of one share of common stock at $.15 per share and one callable warrant to purchase one share of common stock at $.50 per share for a period of up to three years.
We believe that the forthcoming issuance of the above shares and warrants will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506 The shares will be issued directly by the Company and will not involve a public offering or general solicitation. The recipient of the shares was afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make their investment decision, including the financial statements and 34 Act reports. We reasonably believed that the recipients, immediately prior to the sale of the shares, were accredited investors and had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The recipients had the opportunity to speak with our management on several occasions prior to their investment decision. There will be no commissions paid on the issuance and sale of the shares.
Stock to be Issued as Payment to Related Third Party
Subsequent to the year ended December 31, 2011, in April 2012 the Company will issue Summit Capital, USA, Inc. 100,000 shares of restricted common stock to repay an accounts payable due in the amount of $23,000.
We believe that the forthcoming issuance of the above shares will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506. The shares will be issued directly by the Company and will not involve a public offering or general solicitation. The recipient of the shares has been afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make their investment decision, including the financial statements and 34 Act reports. We reasonably believed that the recipient, immediately prior to the sale of the shares, were accredited investors and had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The recipient had the opportunity to speak with our management on several occasions prior to their investment decision. There will be no commissions paid on the issuance and sale of the shares.
Stock to be Issued to Affiliates
In April, 2012, the Company will issue Mr. Michael Metcalf, the Chief Executive Officer of the Company, 1,000,000 shares of Common Stock to replace personal shares issued to the former President of the Company, Ms. Randy Granovetter.
In April 2012, the Company will issue Mr. Michael Metcalf, the Chief Executive Officer of the Company 195,000 shares of the Company’s Common Stock as partial payment for compensation not paid during the year ended December 31, 2011.
In April 2012, the Company will issue 600,000 shares of the Company’s common stock to Mr. Donald Sutherland as compensation for his services on the Company’s Board of Directors.
We believe that the issuance and sale of the above shares will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506 The shares will be issued directly by the Company and will not involve a public offering or general solicitation. The recipients of the shares have been afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make their investment decision, including the financial statements and 34 Act reports. We reasonably believed that the recipients, immediately prior to the sale of the shares, were accredited investors and had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The recipients had the opportunity to speak with our management on several occasions prior to their investment decision. There will be no commissions paid on the issuance and sale of the shares.
Issuance of Stock as a result of the Exercise of Stock Options
Subsequent to year ended December 31, 2011, the Company issued a total of 198,750 shares to a total of three (3) former employees and independent contractors to the Company. The issuances of these shares were in connection with exercise of stock options granted by the Company in 2011.
We believe that the issuance and sale of the above shares were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506 The shares were issued directly by the Company 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 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.
Issuer Purchases of Equity Securities
The Company did not repurchase any of its equity securities during the year ended December 31, 2011.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated 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.
Since the Company’s inception on February 4, 2008 through December 31, 2011, we have generated $2,925,921 in revenues and have incurred an accumulated deficit of $22,933,776.
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.
Our strategy is to be a leader in cloud based speech recognition services. We want to leverage our infrastructure, technology, speech server farms, 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 Years Ended December 31, 2011 and December 31, 2010
The following table sets forth key components of our results of operations during the fiscal years ended December 31, 2011 and December 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.
Revenues. Our revenues decreased to $872,010 in the fiscal year ended December 31, 2011 from $1,256,990 in the fiscal year ended December 31, 2010, representing a 30% decrease. The decrease in revenues is a result of decrease in business from third party distributors and a decrease in retail and wholesale subscribers and the loss of a number of accounts when our primary carrier had a major outage.
Total Cost of Services. Total cost of services increased $154,516, or 46% to $489,337 in the fiscal year ended December 31, 2011 from $334,821 for the fiscal year ended December 31, 2010. The increase in the total cost of services is a result of increased carrier fees for the services provided and the addition of a 2nd data center for redundancy in the event of a major outage on the part of our primary carrier.
Legal and Professional. Legal and professional expenses increased $792,006, or 360%, to $1,011,589 in the fiscal year ended December 31, 2011 from $219,583 for the fiscal year ended December 31, 2010. The increase in legal and professional fees was the result of increased consulting fees, accounting fees and legal fees relative to a public company.
Selling, General and Administrative. Selling, general and administrative expenses increased $8,016,221, or 628%, to $9,293,198 for the fiscal year ended December 31, 2011 from $1,276,977 for the fiscal year ended December 31, 2010. The increase was the result of the addition of management personnel and stock-based compensation.
Selling, General and Administrative - Related Parties. Selling, general and administrative - related parties’ expenses decreased $246,694, or 86%, to $40,895 in the fiscal year ended December 31, 2011 from $287,589 for the fiscal year ended December 31, 2010. The decrease was the result of no longer receiving related party management fee charges.
Advertising and Marketing. Our advertising and marketing expenses increased $3,214, or 2%, to $113,119 in the fiscal year ended December 31, 2011 from $109,905 for the fiscal year ended December 31, 2010. The increase was the result of a minimal increase in sales and marketing expenditures.
Depreciation and Amortization. Our depreciation and amortization expenses increased $16,562, or 11%, to $157,651 in the fiscal year ended December 31, 2011 from $141,089 for the fiscal year ended December 31, 2010. The increase was the result of regular annual depreciation of fixed assets and the amortization of capitalized software development costs.
Net (Loss) from Operations. We had $10,233,779 in net loss from operations in the fiscal year ended December 31, 2011, as compared to net loss from operations of $1,112,974 during the period ended December 31, 2010. The increase was the result of the addition of management personnel, increased advertising and marketing costs, expense for stock options granted to executives and employees, accounting and legal fees, and depreciation and amortization charges.
Interest Expense. Interest expense decreased $192,097, or 98%, to $2,316 in the fiscal year ended December 31, 2011 from $194,413 for the fiscal year ended December 31, 2010. The decrease was the result of extinguishment of debt with related parties as part of the agreement for the acquisition of assets.
Other Income (Expense). Other income (expense) decreased $11,754 to expense of $1,490 in the fiscal year ended December 31, 2011 from income of $10,264 for the fiscal year ended December 31, 2010. The decrease was the result of a reduction of non recurring engineering income generated to create private labeled versions of our hosted speech services.
Net Loss. In the fiscal year ended December 31, 2011, we generated a net loss of $10,237,585, an increase of $8,940,462, or 689%, from $1,297,123 for the period ended December 31, 2010. This increase was primarily attributable to the addition of management personnel, increased advertising and marketing costs, expense for stock options granted to executives and employees, accounting and legal fees, and depreciation and amortization charges.
Liquidity and Capital Resources
The following table summarizes total current assets, total current liabilities and working capital at December 31, 2011 compared to December 31, 2010.
Liquidity is a measure of a company’s ability to meet potential cash requirements. We have historically met our capital requirements through the issuance of stock and by borrowings. In the future, we anticipate we will be able to provide the necessary liquidity needed from the revenues generated from operations.
Since inception, we have financed our cash flow requirements through issuance of common stock and related party notes payable. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations, pending additional revenues. Additionally, we anticipate obtaining additional financing to fund operations through common stock offerings to the extent available or to obtain additional financing to the extent necessary to augment our working capital. In the future we need to generate sufficient revenues from product and software sales in order to eliminate or reduce the need to sell additional stock or obtain additional loans. There can be no assurance we will be successful in raising the necessary funds to execute our business plan.
During the year ended December 31, 2011, the current assets decreased by $416,672 when compared to December 31, 2010 due to a reduction in cash proceeds received for the issuance of common stock
During the twelve months ended December 31, 2011, the current liabilities increased by $1,852,264 when compared to December 31, 2010 current liabilities of $1,071,462. Approximately $201,529 of the balance in accounts payable at the fiscal year end December 31, 2011 is for attorneys, software developers and consultants fees. The major increase in current liabilities was the recording of a liability to a related party for future issuance of shares previously transferred from personal holdings for Company purposes.
We anticipate that we may incur operating losses during the next twelve months. 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, obtain a larger 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
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 of operations, liquidity, capital expenditures or capital resources that is material to investors.
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.
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.
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 $872,010 during the twelve months ended December 31, 2011.
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 $68,134 at the twelve months ended December 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 $17,033 at the twelve months ended December 31, 2011. For both the activation fees and costs associated therewith, the estimated average customer relationship period was 24 months for the twelve months ended December 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.
Recent Accounting 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.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This item in not applicable as we are currently considered a smaller reporting company.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements and Financial Statement Schedules appearing on page through of this Form 10-K.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no disagreements with our independent auditors on accounting or financial disclosures.
ITEM 9A (T). 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.
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.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control, as is defined in the Securities Exchange Act of 1934. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls including the possibility of human error and overriding of controls. Consequently, an ineffective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.
Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of company assets are made and in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.
Management has undertaken an assessment of the effectiveness of our internal control over financial reporting based on the framework and criteria established in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon this evaluation, and as a result in the recent change in management, management concluded that our internal control over financial reporting was ineffective as of December 31, 2011.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.
ITEM 9B. OTHER INFORMATION
On March 26, 2012 the Company filed Form 8-K, Item 4.
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following sets forth information about our directors and executive officers as of the date of this report:
Duties, Responsibilities and Experience
Michael Metcalf, 49, President, Chief Executive Officer and Director: Since 2002, Mr. Metcalf has served as Chairman and Founder of SpeechPhone LLC. Between 1997 and 2002, Mr. Metcalf served as Chairman and CEO of Sound Advantage LLC. While at Sound Advantage, Mr. Metcalf raised $42 million before merging the company with AVST, Inc. Prior to Sound Advantage, Mr. Metcalf spent 7 Years at TelWest, where he raised $3 million and eventually sold to a public company, USLD. During the early stage of his career, Mr. Metcalf developed skills as a PBX engineer, software engineer, product manager, development manager, and proven ability in corporate development. More recently, the Southern California business community recognizes him as a successful serial entrepreneur, noteworthy for innovative product inventions. He has led his product development organizations to win 25 top industry awards over the past twelve years including five “Product of the Year” awards.
Scott Fox, 55, Independent Director Mr. Fox is a 30 year veteran executive of the telecommunications industry. Mr. Fox is currently the Chairman & CEO of Global View Partners, Inc., a strategic investment, M&A, and consulting company involved in the global wireless industry. Mr. Fox is also the Chairman of Cenoplex, a company providing innovative services which enable wireless operators to better communicate with their customers, maximize subscriber retention and satisfaction. Previously, Mr. Fox was the Chairman of the Board of the global GSM Association which represents the interests of the worldwide mobile communications industry. Spanning 219 countries, the GSMA unites nearly 800 of the world's mobile operators, as well as more than 200 companies in the broader mobile ecosystem, including handset makers, software companies, equipment providers, Internet companies, and media and entertainment organizations. The Association's members represent more than 4.5 billion GSM and 3GSM connections and accounts for more than 85 percent of the world's wireless market. Mr. Fox also spent five years as Vice President Strategy and Chief Technology Officer for BellSouth, the predecessor to Cingular Wireless/AT&T.
Donna Moore, 66, Chief Financial Officer, Secretary and Treasurer: From 2010 to present, Ms. Moore has been serving as Chief Financial Officer for Summit Capital USA, Inc. in Tempe, AZ. In addition, from March 2011 to present, Ms. Moore has also been serving as Chief Financial Officer for Elevate, Inc. in San Clemente, CA.; from May, 2011 to August, 2011, Ms. Moore served as Chief Financial Officer of Oraco Resources in Tempe, AZ; and from September 2010 to January 2011, Ms. Moore served as Chief Financial Officer of Voice Assist, Inc. Between 2008 and 2010, Ms. Moore served as part time Controller for Skye International, Inc. in Scottsdale, AZ. Prior to Skye International, Ms. Moore was the Controller for Monarch Brass & Copper Corp., in Waterbury, CT from 1984 through 2007. Ms. Moore is a business financial professional with over 26 years of hands-on business experience. Ms. Moore has held positions as chief financial officer, controller and secretary treasurer of both public and private corporations. Her experience includes general accounting, financial reporting, systems implantation/management, treasury functions, and cost accounting. Ms. Moore specializes in executing uniform financial controls so as to improve productivity, reduce costs, and maximize profitability. Ms. Moore holds a Bachelor of Science degree in Business Management and an MBA in finance and accounting from Brigham Young University.
Donald Sutherland, 60, Director: From 1988 to 2004 Mr. Sutherland founded, owned and operated Cold Stone Creamery. From 1997 to 2001 Mr. Sutherland served as the Chairman of the Board for Cold Stone Creamery. From 1998 to 2002, Mr. Sutherland was the Chairman of the Board of Cold Stone Leasing. He has been a member of Cold Stone Creamery Restaurants since its inception in 1997 and a member of Cold Stone Creamery Equipment since its organization in 2003. Mr. Sutherland has also been a member of Cold Stone Creamery International since its organization in 2004. Mr. Sutherland’s business and management experience is essential to the company. He will bring his extensive experience as Chairman of the Board to Voice Assist’s Board of Directors.
Family Relationships
There are no family relationships among any of our officers or directors.
Code of Ethics
On September 29, 2010, we adopted a Code of Business Conduct and Ethics for directors, officers and employees of the Company. A copy of the Code of Business Conduct and Ethics is attached as Exhibits 99.3 to the 8-K filed November 12, 2010.
Limitation of Liability of Directors
Pursuant to the Nevada General Corporation Law, our Articles of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director may have to be indemnified and does not affect any Director’s liability under federal or applicable state securities laws. We have agreed to indemnify our directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a Director if he acted in good faith and in a manner he believed to be in our best interests.
Election of Directors and Officers
Directors are elected to serve for a 3 year term and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and qualified.
Director Nomination Procedures
Generally, nominees for Directors are identified and suggested by the members of the Board or management using their business networks. The Board has not retained any executive search firms or other third parties to identify or evaluate director candidates in the past and does not intend to in the near future. In selecting a nominee for director, the Board or management considers the following criteria:
1.
Whether the nominee has the personal attributes for successful service on the Board such as demonstrated character and integrity; experience at a strategy/policy setting level; managerial experience dealing with complex problems; an ability to work effectively with others; and sufficient time to devote to the affairs of the Company;
2.
Whether the nominee has been the chief executive officer or senior executive of a public company or a leader of a similar organization, including industry groups, universities or governmental organizations;
3.
Whether the nominee, by virtue of particular experience, technical expertise or specialized skills or contacts relevant to the Company’s current or future business, will add specific value as a Board member.
4.
Whether there are any other factors related to the ability and willingness of a new nominee to serve or an existing Board member to continue his service.
The Board or management has not established any specific minimum qualifications that a candidate for director must meet in order to be recommended for Board membership. Rather, the Board or management will evaluate the mix of skills and experience that the candidate offers, consider how a given candidate meets the Board’s current expectations with respect to each such criterion, and make a determination regarding whether a candidate should be recommended to the stockholders for election as a Director. During 2011, the Company appointed Mr. Donald Sutherland to serve as a Director.
The Company will consider for inclusion in its nominations of new Director nominees proposed by stockholders who have held at least 1% of the outstanding voting securities of the Company for at least one year. Board candidates referred by such stockholders will be considered on the same basis as Board candidates referred from other sources. Any stockholder who wishes to recommend for the Company’s consideration a prospective nominee to serve on the Board of Directors may do so by giving the candidate’s name and qualifications in writing to the Company’s Secretary at the following address: 2 South Pointe Dr., Suite 100, Lake Forest, California 92630.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has, during the past five years:
·
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
·
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
·
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
·
been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
·
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
·
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires executive officers and directors, and persons who beneficially own more than ten percent of an issuer's common stock that has been registered under Section 12 of the Exchange Act, to file initial reports of ownership and reports of changes in ownership with the SEC.
Executive officers, directors and greater-than-ten-percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based upon a review of the copies of such forms furnished to us and written representations from our executive officers and Directors, we believe that as of the date of this filing they were current in their filings.
Corporate Governance
We currently do not have standing audit, nominating or compensation committees of the Board of Directors, or committees performing similar functions. Until formal committees are established, our entire Board of Directors, perform the same functions as an audit, nominating and compensation committee.
In September 2010, the Board of Directors adopted an Audit Committee Charter, Nominating Committee Charter, and Compensation Committee Charter. The Charters are attached as Exhibit 99.4, 99.5 and 99.6 to the 8-K filed November 12, 2010.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Overview of Compensation Program
We currently have not appointed members to serve on the Compensation Committee of the Board of Directors. Until a formal committee is established, our entire Board of Directors has responsibility for establishing, implementing and continually monitoring adherence with the Company’s compensation philosophy. The Board of Directors ensures that the total compensation paid to the executives is fair, reasonable and competitive.
Compensation Philosophy and Objectives
The Board of Directors believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals by the Company and that aligns executives’ interests with those of the stockholders by rewarding performance above established goals, with the ultimate objective of improving stockholder value. As a result of the size of the Company and only having four executive officers, the Board evaluates both performance and compensation on an informal basis. Upon hiring additional executives, the Board intends to establish a Compensation Committee to evaluate both performance and compensation to ensure that the Company maintains its ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly-situated executives of peer companies. To that end, the Board believes executive compensation packages provided by the Company to its executives, including the named executive officers, should include both cash and stock-based compensation that reward performance as measured against established goals.
Role of Executive Officers in Compensation Decisions
The Board of Directors makes all compensation decisions for, and approves recommendations regarding equity awards to, the executive officers and Directors of the Company. Decisions regarding the non-equity compensation of other employees of the Company are made by management.
Summary Compensation
During the year ended December 31, 2011, Mr. Metcalf received compensation for his role as the Company’s Chief Executive Officer. During the year ended December 31, 2011. Ms. Moore received compensation for her role as Chief Financial Officer. As of December 31, 2011, executives received compensation totaling $3,059,623.
SUMMARY COMPENSATION AND GRANTS
Summary Compensation Table
The table below summarizes the total compensation paid to or earned by our Executive Officers, for the last two fiscal years ended December 31, 2011 and 2010.
(1)
Mr. Metcalf was appointed Chief Executive Officer of the Company on October 30, 2010.
(2)
Ms. Moore was appointed Chief Financial Officer of the Company on October 20, 2011.
(3)
Mr. Silva was appointed Chief Financial Officer of the Company on January 1, 2011 and resigned his position on October 17, 2011
(4)
Ms. Granovetter was appointed President of the Company on January 1, 2011 and resigned her position on October 14, 2011.
(5)
Mr. Metcalf has a total of $56,000 accrued but unpaid salary.
Stock Options Granted During the Most Recently Completed Financial Year
(1)500,000 options vested immediately, the balance vests at a rate of 50,000 each subsequent quarter. As of December 31, 2011, a total of 700,000 have vested. All remain unexercised.
Employment Agreements
The company did not enter into any employment agreements during the fourth quarter of 2011.
Subsequent to December 31, 2011, on March 1, 2012, the Company entered into an Employment Agreement with Mr. Dean Weber wherein he agreed to serve as Chief Technology Officer “CTO”. The term of the agreement began on March 1, 2012 and will end by written notice by either party. The Company agreed to compensate Mr. Weber $15,000 per month payable in Warrants to be issued at $0.50 per share and exercisable for 5 years. Upon sufficient increase in capital resources, Mr. Weber shall begin to receive $15,000 per month, payable in cash.
Termination of Employment
On May 1, 2011 the Company executed an Employment Agreement, filed as exhibit 10.18 to Form 10Q filed May 16, 2011, with Michael Metcalf that could be terminated by either party either without cause, with cause, without good reason or with good reason. There is no severance payment due upon these terminations.
If employee is terminated without cause or terminates for good reason, either (x) within 90 days before such Liquidity Event or (y) at any time following such Liquidity Event, then Employee shall receive severance compensation consisting of three (3) years of salary (in the amount of $240,000) paid in accordance with the Company’s then current payroll practices, and continuation of all health and welfare benefits for three (3) years. The term “Liquidity Event” shall mean the acquisition of the Company, whether by stock purchase, asset purchase, merger or otherwise, the result of which causes the shareholders to receive either cash or publicly-traded equity securities of a company with a market capitalization that would qualify the company for listing on either the New York Stock Exchange or the NASDAQ Stock Market.
There are no other compensatory plans or arrangements, including payments to be received from the Company, with respect to any person other than those named above, that would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person’s responsibilities following a change in control of the Company, except with respect to a breach of contract on the part of the Company.
Compensation of Directors
The table below summarizes the total compensation paid to Directors of the Company during as of the year ended December 31, 2011. Any executives of the Company also serving on the Board are represented in the Summary Compensation Table above.
(1)
Subsequent to year ended December 31, 2011, Mr. Sutherland was issued 600,000 shares of the Company’s Common Stock as compensation for his services on the Company’s Board of Directors.
(2)
Independent Director
(3)
The 250,000 options granted on June 30, 2011 have an exercise price of $0.01 and expire on June 30, 2016. The options vested immediately. As of December 31, none of the options have been exercised.
(4)
The 225,000 options granted on April 15, 2011, have an exercise price of $1.00 and expire on June 29, 2016. The Options vest monthly at a rate 6,250. As of December 31, 2011, a total of 75,000 Options have vested, and none have been exercised.
ITEM 12.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information, to the best of our knowledge, about the beneficial ownership of our common stock on April 13, 2012 relating to the beneficial ownership of our common stock by those persons known to beneficially own more than 5% of our capital stock and by our directors and executive officers. The percentage of beneficial ownership for the following table is based on 31,379,973 shares of common stock outstanding.
Security Ownership of Management
(1)
As used in this table, “beneficial ownership” means the sole or united power to vote, or to direct the voting of, a security, or the sole or united investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). Each Parties’ address is in care of the Company at 2 South Pointe Dr., Suite 100, Lake Forest, CA 92630.
(2)
Figures are rounded to the nearest tenth of a percent.
(3)
Includes: (i) 2,000,000 shares of Series A preferred stock issued to Mr. Metcalf and may be converted on a 1:1 basis into shares of common stock at any time; (ii) 10,250,000 shares of common stock issued to SpeechPhone LLC pursuant to the Agreements of Purchase and Sale of Assets and (iii) 2,032,543 shares of common stock issued to Metcalf Family Trust; Mr. Metcalf has sole voting power over the 2,000,000 shares of common stock he may acquire through the conversion of the Series A preferred stock, and he shares voting and investment power over the 10,250,000 SpeechPhone LLC shares. Mr. Metcalf is a managing member of SpeechPhone LLC and Trustee of the Metcalf Family Trust.
(4)
Although Mr. Metcalf has beneficial control over 14,282,543 shares, which include the 2,000,000 preferred shares, other members of SpeechPhone, LLC have ownership rights of 10,250,000 of the allocated shares.
(5)
Includes 1,400,000 shares issued to Donald W. Sutherland & Susan C. Sutherland Rev Trust, as well as 250,000 issued to Donald Sutherland personally.
(6)
Subsequent to year ended December 2011, in April, 2012, Mr. Sutherland was issued 600,000 common shares.
Security Ownership of Certain Beneficial Owners
(1)
As used in this table, “beneficial ownership” means the sole or united power to vote, or to direct the voting of, a security, or the sole or united investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). Each Parties’ address is in care of the Company at 2 South Pointe Dr., Suite 100, Lake Forest, CA 92630.
(2)
Figures are rounded to the nearest tenth of a percent.
(3)
Michael Metcalf is the majority owner in SpeechPhone LLC. Mr. Metcalf shares voting and investment power over the 10,250,000 shares.
“Beneficial ownership” means the sole or shared power to vote or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have “beneficial ownership” of any security that such person has the right to acquire within 60 days from the date of this filing.
ITEM 13.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPNDENCE
Related Transactions and Certain Relationships
For the year ended December 31, 2011, the Company was invoiced for accounting consulting fees in the amount of $40,895 by a company whose CFO was also serving as CFO of Voice Assist for part of the period of this report.
For the year ended December 31, 2011, the Company received $75,000 from a director as a loan payable with no interest rate and payable upon demand.
The Company also incurred an accounts payable with a related party for $23,000 for cash and stock transferred by the related party on behalf of the Company.
During the year ended December 31, 2011, the Company recorded a liability of $2,000,000 for stock to be issued to the CEO of the Company to replace personal shares issued to the former president of the Company. The shares were issued in April 2012.
The Company’s Chief Executive Officer, Michael Metcalf, is the majority owner in SpeechPhone, LLC. At the time of the Agreement of Purchase and Sale of Assets dated July 22, 2010, the entity was under the common control of Michael Metcalf. The following graph illustrates his majority ownership.
Director Independence
The Board of Directors has made the determination that Mr. Scott Fox is considered an independent director in accordance with the director independence standards of the American Stock Exchange. Michael Metcalf, the Company’s Chief Executive Officer, is not an independent director by virtue of his employment with the Company. Donald Sutherland is not independent as a result of his capacity as a consultant to the Company.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
During the year ended December 31, 2011, Mantyla McReynolds, LLC billed the Company $79,569 for the audit of the 2010 annual financial statements.
Audit-Related Fees
There were no fees billed for services reasonably related to the performance of the audit or review of our financial statements outside of those fees disclosed above under “Audit Fees.”
Tax Fees
During the year ended December 31, 2011, Mantyla McReynolds, LLC billed the Company $17,250 for tax compliance, tax advice, and tax planning for fiscal years 2011 and 2010.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)
1.
The financial statements listed in the "Index to Financial Statements" at page 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
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/ Michael Metcalf
Michael Metcalf, Chief Executive Officer
Date: April 16, 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
April 16, 2012
Michael Metcalf
/S/ Scott Fox
Independent Director
April 16, 2012
Scott Fox
/S/ Donna Moore
Chief Financial Officer
April 16, 2012
Donna Moore
VOICE ASSIST, INC.
FOR THE YEARS ENDED DECEMBER 31, 2011 AND DECEMBER 31, 2010
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Voice Assist, Inc.
We have audited the accompanying balance sheets of Voice Assist, Inc. as of December 31, 2011 and 2010, and the related statements of operations, cash flows, and stockholders’ equity (deficit), for the years ended December 31, 2011 and 2010. 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 audit.
We conducted our audit in accordance with the 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 misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Voice Assist, Inc. as of December 31, 2011 and 2010, and the results of operations and cash flows for the years ended December 31, 2011 and 2010, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has working capital deficits and has incurred losses from operations and negative operating cash flows during the years ended December 31, 2011 and 2010. These issues raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.
/s/Mantyla McReynolds LLC
Mantyla McReynolds LLC
Salt Lake City, Utah
April 16, 2012
See Accompanying Notes to Financial Statements
VOICE ASSIST, INC.
STATEMENTS OF OPERATIONS
See Accompanying Notes to Financial Statements
See Accompanying Notes to Financial Statements
See Accompanying Notes to Financial Statements
VOICE ASSIST, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2011 and 2010
NOTE 1 - THE COMPANY
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.
Basis of presentation
These financial statements have been prepared to reflect the financial position, results of operations and cash flows of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the accompanying financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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, capitalization of costs for software developed for internal use and estimated average customer relationship period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers highly liquid investments with insignificant interest rate risk and original maturities of three months or less to be cash equivalents. Cash equivalents consist primarily of interest-bearing bank accounts and money market funds. The Company’s cash positions represent cash on deposit in checking accounts. These assets are generally available on a daily basis and are highly liquid in nature.
Revenue Recognition
For recognizing revenue, the Company applies the provisions of the Revenue Recognition Topic of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). Revenues are generated from telephony services including activation fees, hardware fees and monthly usage fees. In most cases, the services performed do not require significant production, modification or customization of the Company’s software or services; therefore, revenues for the hardware fees and monthly usage fees are recognized when evidence of a completed transaction exists, when services have been rendered. The Company recognized revenue from sales of $872,010 and $1,256,990 for the years ending December 31, 2011 and 2010, respectively.
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 $68,134 and $84,238 at the years ending December 31, 2011 and 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 $17,033 and $21,061 at the years ending December 31, 2011 and 2010, respectively. For both the activation fees and costs associated therewith, the estimated average customer relationship period was 24 months for the years ending December 31, 2011 and 2010, respectively.
During the year ended December 31, 2011 and 2010, over 50% of the sales revenue was generated from one customer.
Accounts Receivable
The Company generally does not maintain accounts receivable because the monthly fees are automatically deducted from or charged to each customer’s bank or credit card account. During the year ended December 31, 2011, the Company had four customers for whom invoices were prepared and recorded as accounts receivable. The accounts receivable totals were $80,608 and $44,739 for the years ending December 31, 2011 and 2010, respectively. Management has determined that there is no need to establish an allowance for doubtful accounts because there has been no history of non payment.
Impairment
FASB ASC 360-10-35-21 requires that long-lived assets to be held and used be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company regularly evaluates 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.
During the period ended December 31, 2010, management determined that the SpeechCard project was no longer viable. Therefore, the software development costs amounting to $100,619 were written off to expense. As of December 31, 2011, management determined that there were no further software development projects considered to be impaired.
Software Development Costs
The Company has adopted the provisions of the Software Topic of the FASB ASC 350 to account for its internally and externally developed software costs since the Company is dependent on the internal use automated speech recognition software to provide the enhanced services. Software development costs are capitalized for certain costs incurred during the application development stage and for upgrades and 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.
For the years ended December 31, 2011 and December 31, 2010, net software development costs are $580,322 and $496,229, respectively. In September 2011, an additional capitalized project was released for use and amortization costs for the released project were expensed during the year ended December 31, 2011. In January 2010, one of the capitalized projects was released for use and another project was abandoned. Amortization costs for the released project and the costs for the abandoned project were expensed during the year ended December 31, 2010. The accumulated amortization of the capitalized software development costs were $198,519 and $97,207 as of December 31, 2011 and December 31, 2010, respectively.
Advertising and Marketing
Advertising expense included the cost of print advertising, trade show participation, news wires, and maintenance of an internet site. Advertising is expensed when incurred. Advertising expense for the years ended December 31, 2011 and 2010 was $113,119 and $109,905, respectively.
Net Loss Per Common Share
Basic income or loss per common share is based on the weighted-average number of shares outstanding. Diluted income or loss per share is computed using weighted average number of common shares plus dilutive common share equivalents outstanding during the period using the treasury stock method. At the end of December 31, 2011 and 2010, there were 9,130,489 and -0- potential dilutive shares outstanding that were not included in the calculation as the effect would be anti-dilutive.
Income Taxes
The Company accounts for income taxes under FASB ASC 740-10-30. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is "more likely than not" that some component or all of the benefits of deferred tax assets will not be realized.
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.
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 3 - GOING CONCERN
The report of our independent registered public accounting firm on the financial statements for the year ended December 31, 2011, includes an explanatory paragraph indicating substantial doubt as to our ability to continue as a going concern. We have an accumulated deficit of $22,933,776, a working capital deficit, and negative cash flows from operations. We have not generated meaningful revenues in the last two fiscal years. Our ability to establish the Company as a going concern is dependent upon our ability to obtain additional financing in order to fund our planned operations and ultimately to achieve profitable operations.
The Company is dependent upon debt and equity financing to continue operations. It is management’s plans to raise necessary funds via private placements of its common stock to satisfy the capital requirements of the Company’s business plan. There is no assurance that the Company will be able to obtain the necessary funds through continuing debt and equity financing to have sufficient operating capital to support a level of operations to obtain a level of cash flow to sustain continuing operations. If the Company is successful in raising the necessary funds, there is no assurance that the Company will successfully implement its business plan. The Company’s continuation as a going concern is dependent on the Company’s ability to raise additional funds through a private placement of its common stock or debt sufficient to meet its obligations on a timely basis and ultimately to attain profitable operations.
NOTE 4 - LOANS PAYABLE AND LOANS PAYABLE - RELATED PARTIES
NOTE 5 - PROPERTY PLANT AND EQUIPMENT
Property and equipment are depreciated using the straight-line method over the estimated useful lives that range from 5 to 7 years. Property and equipment consist of the following:
Depreciation expense of $56,339 and $43,882 was recorded for the years ended December 31, 2011 and December 31, 2010, respectively.
NOTE 6 - LEASE COMMITMENT
The Company leases commercial office space. The office space comprises approximately 4,200 square feet located at 2 South Pointe Drive, Suite 100, Lake Forest, CA 92630. The lease was signed on June 17, 2011 and is for twenty-four (24) months with a monthly cost of $8,744. The rental expense was $108,412 and $105,829 for the years ended December 31, 2011 and 2010, respectively. The future rental expense for the commercial office space lease is $104,928 and $52,464 for years 2012 and 2013, respectively.
NOTE 7 - INCOME TAXES
The Company’s provision for income taxes was $0 for the years ended both December 31, 2011 and December 31, 2011 since the company incurred net operating losses which have a full valuation allowance through December 31, 2011. The provision for income taxes consists of the following for the years ended December 31, 2011 and 2010:
ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a full valuation allowance equal to the deferred tax asset has been recorded. The valuation allowance increased by $2,081,293 from $435,833 to $2,517,176 for the year ended December 31, 2011.
The Company's federal and state net operating loss carry forwards of approximately $5,012,792 and $4,797,566, respectively expire in various years beginning in 2028 and carrying forward through 2031.
The tax effects of the temporary differences that give rise to significant portions of the deferred tax asset at December 31, 2011 and 2010 and summarized below:
The effective tax rate for continuing operations differs from the federal statutory rate of 34% as follows:
The Company has evaluated for uncertain tax positions and determined that any required adjustments would not have a material impact on the Company’s balance sheet, income statement or statement of cash flows.
The Company did not recognize any interest or penalties for unrecognized tax benefits during the years ended December 31, 2011 and 2010, nor were any interest or penalties accrued as of December 31, 2011. The Company records penalties and interest for income tax as Other Income (Expense).
The Company has filed income tax returns in the U.S and California. The years ended December 31, 2011, 2010, and 2009 are open for examination.
NOTE 8 - RELATED PARTY TRANSACTIONS
For the year ended December 31, 2011, the Company was invoiced for accounting consulting fees in the amount of $40,895 by a company whose CFO was also serving as CFO of Voice Assist for part of the period of this report. The Company also incurred an accounts payable with the same related party for $23,000 of services on behalf of the Company. For the year ended December 31, 2011, the Company received $75,000 from a director as a convertible loan payable with no interest rate and payable upon demand. As noted in As the Company also recorded a liability of $2,000,000 for stock subsequently issued to the CEO of the Company to replace personal shares issued to the former president of the Company.
For the year ended December 31, 2010, the Company was invoiced for management fees in the amount of $211,810 by an LLC owned entirely by the CEO of the Company and was also invoiced for accounting consulting fees in the amount of $24,465 by a company whose CFO was also serving as CFO of Voice Assist during 2010. As indicated in Note 4 above, there were loans payable with an LLC owned entirely by the CEO of the Company and the company whose CFO was also serving as CFO of Voice Assist during 2010.
NOTE 9 - STOCK-BASED COMPENSATION
The Company has reserved for issuance an aggregate of 10,000,000 shares of common stock under our 2011 Stock Incentive Plan (“the Plan”) that was adopted in June 2011. As of December 31, 2011, 7,512,350 options have been granted under the Plan, 3,429,861 options have been cancelled, and 4,082,489 options were outstanding.
The purposes of the Plan are (a) to enhance the Company’s ability to attract and retain the services of qualified employees, officers, directors, contractors and other service providers upon whose judgment, initiative and efforts the successful conduct and development of the Company’s business largely depends, and (b) to provide additional incentives to such persons or entities to devote their utmost effort and skill to the advancement and betterment of the Company by providing them an opportunity to participate in the ownership of the Company and thereby have an interest in the success and increased value of the Company.
NOTE 10 - PREFERRED AND COMMON STOCK
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.
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 the year ended December 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 year ended December 31, 2011, the Company issued the following shares of $0.001 par value common stock:
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450,000 shares for cash totaling $900,000 received in December 2010. These shares were sold as Units at $2.00 per Unit which consisted of 1 restricted common share and one 2 year warrant exercisable at $4.00 and callable at $5.00
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35,000 shares in exchange for services received valued at $70,000 committed to in December 2010
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550,000 shares for cash totaling $1,100,000 received during the year ended December 31, 2011. These shares were sold as Units at $2.00 per Unit which consisted of 1 restricted common share and one 2 year warrant exercisable at $4.00 callable at $5.00
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948,000 shares for cash totaling $948,000 received during the year ended December 31, 2011. These shares were sold as Units at $1.00 per Unit which consisted of 1 restricted common share and one callable common stock warrant priced at $1.50 for up to five years.
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200,000 shares for cash totaling $100,000 received during the year ended December 31, 2011. These shares were sold as Units at $1.00 per Unit which consisted of 2 restricted common shares and one callable common stock warrant exercisable at $1.00 for up to three years.
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85,000 shares in exchange for services with two investor relations firms valued at $152,500
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20,000 shares in exchange for severance with an executive of the Company valued at $30,000
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100,000 shares in exchange for commission contract termination valued at $150,000
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261,223 shares for debt conversion of debt totaling $653,057 with related party
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250,000 shares in exchange for services with a related party valued at $205,000
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200,000 shares in exchange for services with a research firm valued at $164,000
In May 2011, the Chief Executive Officer of the Company transferred 1,000,000 shares to the former President of the Company valued at $2,000,000 which the Company recorded as stock-based compensation expense. The shares were valued as of December 2010 pursuant to an agreement between the two parties. Due to vesting requirements that were established initially and subsequently removed in May 2011, the Company recognized the majority of the expense in May 2011.
Rescission Offer
An aggregate of one million shares of our common stock were issued from December 2010 to March 2011, to seven accredited investors pursuant to subscription agreements. The Company made rescission offers to the holders of these shares during the month of June 2011 as permitted under the applicable state securities law. On June 30, 2011, each of the investments were rescinded pursuant to Rescission Agreements between the Company and each accredited investor. Pursuant to the Rescission Agreement, the certificates representing all one million shares of common stock were returned to us together with all documentation to transfer legal title in the common stock back to us. Upon receipt of the certificates representing the common stock, we directed our transfer agent to cancel the common stock and return to treasury.
In accordance with the Rescission Agreement on August 15, 2011 the Company issued to seven accredited investors a total of two million units consisting of one share of restricted common stock and one callable warrant to purchase one share of restricted common stock exercisable at $1.50 per share, callable if the market price of the Company’s common stock closes at $3.00 per share for ten consecutive days. The warrants are exercisable for five years. The investors purchased the two million units for a total purchase price of $2,000,000 all of which was paid in cash.
NOTE 11 - 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. On June 29, 2011 all the options granted under the 2010 Stock Incentive Plan were cancelled. On June 30, 2011 the Company issued the holders of the cancelled options the same number of options with the same vesting and exercise schedule under the 2011 Stock Incentive Plan. 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 December 31, 2011, 700,000 options were fully vested and the Company recorded compensation expense totaling $1,096,810.
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. On October 15, 2011, this employee ceased employment with the Company and none of her vested options were exercised. As of December 31, 2011, 608,333 options were fully vested and the Company recorded compensation expense totaling $1,157,264.
The third employee received 500,000 options of 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 December 31, 2011, 26,663 options were vested and the Company recorded compensation expense totaling $53,548. On April 19, 2011, this employee ceased employment with the Company and none of his vested options were exercised and all were returned to the stock incentive plan pool.
On April 13, 2011, pursuant to the employment agreement effective January 1, 2011, the Company granted Michael Silva, former CFO, 2,000,000 options to buy shares of common stock under the Company’s 2010 Stock Option Plan. 750,000 options were to vest monthly over 36 months and 1,250,000 were to vest upon reaching mutually agreed upon milestones. Mr. Silva ceased employment with the Company as of October 17, 2011. As of the year ended December 31, 2011, 197,917 options were vested and the Company recorded compensation expense of $322,800.
On June 30, 2011, Mr. Silva received an additional grant of 150,000 stock options as part of his employment contract modification. The options vested immediately and were exercisable over a period of five years with an exercise price of $0.01. The fair value of the stock options is $208,350 and the Company recorded compensation expense.
On April 13, 2011, pursuant to the employment agreements effective January 1, 2011, the Company granted to the following executives, Andrew Fox, Vic Boyd, Tracy Roberts, and Lisa Porter 500,000 options each to buy shares of common stock under the Company’s 2010 Stock Option Plan. These options are to vest monthly over 36 months. Subject to Board Approval, management has recommended that each executive receive monthly stock grants to compensate for employment contract modification and for reduced salary. Such grants will be considered based upon amount of salary reduction and as salary adjusts upward based upon Company revenues, the grants will be reduced accordingly. Ms. Porter ceased employment with the Company effective September 15, 2011 and Mr. Fox ceased employment with the Company effective October 31, 2011. At the year ending December 31, 2011, 597,223 options were vested and the Company recorded compensation expense of $839,291.
On June 30, 2011, Mr. Fox, Mr. Boyd, Ms. Roberts, Ms. Porter each received an additional grant of 25,000 stock options as part of their employment contract modification. The options vest immediately and are exercisable over a period of five years with an exercise price of $0.01. The fair value of the stock options are $139,020 and the Company recorded compensation expense.
On April 13, 2011, the Company granted to Scott Fox pursuant to the Independent Director Stock Option Agreement 225,000 options to buy shares of common stock under the Company’s 2010 Stock Option Plan. The options have an exercise price of $1.00 and vest monthly over 36 months. At the year ending December 31, 2011, 75,000 options were vested and the Company recorded director’s expense of $105,399.
On June 30, 2011, Mr. Fox received an additional grant of 250,000 stock options as part of his role as a director of the Company. The options vest immediately and are exercisable over a period of five years with an exercise price of $0.01. The fair value of the stock options are $347,550 and the Company recorded compensation expense.
On June 30, 2011, Mr. Metcalf, Ms. Granovetter, and Mr. Boyd each received an additional grant of 60,000, 40,000 and 37,000 stock options, respectively, in exchange for accrued salaries and wages. The options vest immediately and are exercisable over a period of five years with an exercise price of $0.01. The fair value of the stock options are $190,457 and the Company recorded compensation expense.
On June 30, 2011, nine individuals consisting of executives and employees received a total of 70,000 stock options in exchange for agreeing to a reduction in salaries and wages. The options vest immediately and are exercisable over a period of five years with an exercise price of $0.01. The fair value of the stock options are $97,314 and the Company recorded compensation expense.
On June 29, 2011, all the options granted under the 2010 Stock Incentive Plan were cancelled. On June 30, 2011 the Company issued the holders of the cancelled options the same number of options with the same vesting under the 2011 Stock Incentive Plan. A total of seven officers and executive and one director were affected by the cancelled options from the 2010 Stock Incentive Plan to the 2011 Stock Incentive Plan. It was accounted for as a modification of the stock option and the exercise price of the options were reduced to $1. The total incremental cost for the modified stock option award totaled $1,897,447 which will get amortized over the remaining vesting period of the stock options.
On September 30, 2011, the Board of Directors granted an executive, seven employees and three independent contractors options to purchase 80,350 shares of Common Stock of the Company under the 2011 Stock Incentive Plan. The options vested immediately and are exercisable over a period of five years with an exercise price of $0.01. The fair value of the stock options are $32,711 and the Company recorded compensation expense.
The stock option expense recorded for all stock options issued was $4,590,693 for the year ended December 31, 2011. There was no stock option expense recorded in the year ended December 31, 2010.
At December 31, 2011, there was $1,795,261 of total unrecognized compensation cost related to non-vested share-based compensation arrangments granted.
The following is a summary of the status of all of the Company’s stock options as of December 31, 2011 and changes during the year ended on that date:
The following table summarizes information about stock options outstanding and exercisable at December 31, 2011:
As noted above, warrants were issued as part of Units sold to investors for cash. Thus, there is no compensation expense. The following is a summary of the status of all of the Company’s non-compensation warrants as of December 31, 2011 and changes during the year ended on that date:
NOTE 12 - SUBSEQUENT EVENTS
On January 12, 2012, a former executive officer exercised options granted on June 30, 2011 for 150,000 shares of common stock.
On January 12, 2012, an independent contractor exercised options granted on June 30, 2011 for 3,500 shares of common stock.
On January 25, 2012, the Company received $75,000 from a related party as loan payable at no interest rate due upon demand.
On February 1, 2012, the Company entered into an agreement with a consulting firm for software development services. The compensation is based on monthly services rendered and can be terminated with 30 days notice.
On February 27, 2012, the Company entered into a letter of agreement for legal services. The agreement sets forth the issuance of 50,000 shares of common stock as an upfront fee. Remaining compensation is based on services rendered.
On February 29, 2012, a former officer exercised options granted on June 30, 2011 and September 30, 2011 for 45,250 shares of common stock.
On March 2, 2012, the Company entered into an annual agreement with a financial advisor. The compensation is the issuance of 300,000 shares of common stock with 75,000 shares to be issued each quarter for the duration of the contract.
On March 6, 2012, the Board of Directors of the Company approved the following resolutions:
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Issue 195,000 shares to Michael Metcalf as compensation in connection with his service as CEO
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Issue 500,000 shares to Stoecklein Law Group as payment for unpaid accounts payable
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Issue 600,000 shares to Donald Sutherland, a director, for services as a member of the board
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Issue 1,000,000 shares to Michael Metcalf as reimbursement for his having transferred 1,000,000 shares of common stock, personally owned by him, to a former executive officer of the Company. See Note 10.
On March 14, 2012, the Company received $15,000 as a loan payable from a related
Party with no interest rate due upon demand.
On March 22, 2012, the Board of Directors of the Company approved a resolution to issue 100,000 shares to a related party as payment of an accounts payable amounting to $23,000.
During February and March 2012, the Company received $80,000 from an accredited investor for purchase of 533,333 units consisting of one share of common stock at $.15 per share and one callable warrant to purchase one share of common stock at $.50 per share for a period of up to three years.