UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 25, 2010
(Exact name of registrant as specified in its charter)
| Nevada | 333-149446 | 26-1929199 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 2 South Pointe Dr., Suite 100, Lake Forest, California | 92630 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (949) 655-1677
Musician’s Exchange
2858 Erie St., San Diego, California 92117
(Former name or former address, if changed since last report)
Copies of Communications to:
Stoecklein Law Group
Emerald Plaza
402 West Broadway, Suite 690
San Diego, CA 92101
(619) 704-1310
Fax (619) 704-0556
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 4 – Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s Certifying Accountant.
On October 25, 2010, De Joya Griffith & Company, LLC (the “Former Accountant”) was dismissed as the Registrant’s independent registered public accountants. On October 25, 2010, the Board of Directors of the Registrant approved the engagement of Mantyla McReynolds LLC (the “New Accountant”) to serve as the Registrant’s independent registered public accountants for the fiscal year 2010. The New Accountant was engaged on October 25, 2010.
The Former Accountant issued its auditors’ report on the financial statements for the fiscal years ended December 31, 2009 and December 31, 2008. The Former Accountant’s auditor reports on the financial statements for the years ended December 31, 2009 and December 31, 2008 included an explanatory paragraph as to the Registrant’s ability to continue as a going concern.
Other than the going concern uncertainty, the Former Accountant’s auditor reports on the financial statements of the Registrant for the periods ended December 31, 2009 and 2008 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.
During the periods ended December 31, 2009 and 2008 and through the date of this Current Report, there have been no disagreements with the Former Accountant (as defined in Item 304(a)(1)(iv) of Regulation S-K) on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Accountant, would have caused them to make reference thereto in their report on financial statements for such years.
During the periods ended December 31, 2009 and 2008 and through the date of this Current Report on Form 8-K there were no reportable events as defined in Item 304(a)(1)(iv) of Regulation S-K.
During the periods ended December 31, 2009 and 2008 and through the date of this Current Report on Form 8-K, neither the Registrant nor anyone on its behalf has consulted with the New Accountant regarding either:
| 1. | The application of accounting principles to specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant’s financial statements, and neither was a written report provided to the Registrant nor was oral advice provided that the New Accountant concluded was an important factor considered by the Registrant in reaching a decision as to an accounting, auditing, or financial reporting issue; or |
| 2. | Any matter that was either the subject of a disagreement or a reportable event, as each term is defined in Items 304(a)(1)(iv) or (v) of Regulation S-K, respectively. |
The Registrant requested the Former Accountant to furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of the Former Accountant’s letter to the Commission is attached as Exhibit 16.7.
Section 9 – Financial Statements and Exhibits
Item 9.01 Exhibits
Exhibit Number | Description |
| 16.7 | Letter from De Joya Griffith & Company, LLC |
| | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| | VOICE ASSIST, INC. | |
| | | |
| | | |
| | | |
| | By: /S/ Donna S. Moore | |
| | Donna S. Moore, Chief Financial Officer | |
Date: October 26, 2010
