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~~ event reported) ~~August~~October 1610, 2013

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

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

2 South Pointe Dr., Suite 100, Lake Forest, California		92630
(Former Address)		(Zip Code)

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

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

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

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

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

Item 21.0301 -– ~~Creation~~Entry ofinto a ~~Direct~~Material ~~Financial~~Definitive ~~Obligation~~Agreement

On September 27, 2013, Voice Assist, Inc. (the “Company” or “Subtenant” as applicable) ~~incurred~~entered into a sublease (the “Sublease”) with AmeriFirst Financial, Inc.(“Sublandlord”), an Arizona corporation, whose address is 12544 High Bluff Drive, Suite 100, San Diego, CA 92130 for the ~~following~~premises ~~unsecured~~located ~~debt~~at ~~obligations~~15 Enterprise, Suite 350, Aliso Viejo, CA 92656 (the “Premises”).

OnThe ~~August~~term 16of the Subleasebegan on October 5, 2013, ~~the~~and ~~Company~~will ~~executed an~~end ~~unsecured~~September ~~promissory~~23, ~~note~~2014. ~~(the~~Subtenant ~~“Note”)~~will inpay ~~the~~Sublandlord ~~principal~~as ~~sum~~rent of $~~126~~7,~~300~~815.00, ~~upon~~per ~~which~~month ~~interest shall accrue at~~for athe ~~rate~~premises. ofSubtenant ~~five~~accepted ~~percent~~the ~~(5%)~~Premises ~~per~~in ~~six~~their ~~(6)~~present ~~month~~condition. ~~period,~~Subtenant ~~which~~has ~~Note~~deposited ~~shall~~with beSublandlord ~~due~~the ~~and~~sum ~~payable~~of ~~upon~~Seven Thousand ~~demand~~Eight atHundred ~~any~~and ~~time~~Fifteen onDollars ~~or after January 16~~($7, ~~2014~~815.00).

~~Item~~The ~~3.02~~Sublease -is ~~Unregistered~~subject ~~Sale~~to the lease with the prime landlord, Summit Office Partners Holding Company LLC, a California limited liability company (“Landlord,” succeeding Allianz Life Insurance Company of ~~Equity~~North ~~Securities~~America, a Minnesota corporation) (the “Prime Lease”). The provisions of the Prime Lease are applicable to the Sublease as though Landlord under the Prime Lease were the Sublandlord under the Sublease and tenant under the Prime Lease were Subtenant under the Sublease.

The ~~Company~~Premises ~~sold~~are furnished ~~shares~~and ofSubtenant ~~common~~shall ~~stock~~have inthe right to use the ~~Company (“Common~~existing ~~Stock”)~~furniture, fixtures and equipment currently existing in ~~accordance~~the Premises, with the ~~following~~exception ~~transactions~~of the copy machines and phone systems, at no charge during the term of the Sublease. Subtenant shall also have the right to purchase said furniture, fixtures and equipment at the end of the term for $1.00 and a bill of sale shall be provided by Sublandlord to affect the same.

~~Issuance~~Subtenant shall also be exempt from paying any operating expense pass-throughs during the term of ~~Convertible~~the ~~Debt~~Sublease. However, both Sublandlord and Subtenant will be and continue to be liable for all bills rendered by Landlord for charges incurred by or imposed upon Subtenant for services rendered and materials supplied to the Premises.

On May 10, 2013, the Company issued a secured convertible promissory note (the “Note”) in the principal sum of $123,000, upon which interest shall accrue at a rate of ten percent (10%) per ninety (90) day period, and which shall be due and payable upon demand at any time on or after ninety days. The entire principal amount of, and accrued but unpaid interest on, the Note may, at the holder’s sole discretion, be converted into restricted Common Stock at nine cents ($0.09) per share. The loan is secured by 150% of the value in common stock at nine cents ($0.09) per share.SIGNATURES

OnPursuant ~~July 18,~~to ~~2013,~~ the requirements ~~Company~~of ~~issued a secured convertible promissory note (~~the ~~“Note”)~~Securities inExchange ~~the~~Act ~~principal sum~~ of ~~$63~~1934,~~000, upon~~ ~~which~~the ~~interest~~Registrant ~~shall~~has ~~accrue~~duly atcaused athis ~~rate~~Report ofto ~~ten percent (10%) per ninety (90) day period, and which shall~~ be ~~due~~signed ~~and payable upon demand at any time~~ on orits ~~after~~behalf ~~ninety~~by ~~days. The entire principal amount of, and accrued but unpaid interest on,~~ the ~~Note may, at the holder’s sole discretion, be converted into restricted Common Stock at nine cents ($0.09) per~~ ~~share.~~undersigned ~~The~~hereunto ~~loan~~duly ~~is secured by 150% of the value in common stock at nine cents ($0~~authorized.~~09) per share.~~

On July 15, 2013, the Company issued a secured convertible promissory note (the “Note”) in the principal sum of $13,000, upon which interest shall accrue at a rate of ten percent (10%) per ninety (90) day period, and which shall be due and payable upon demand at any time on or after ninety days. The entire principal amount of, and accrued but unpaid interest on, the Note may, at the holder’s sole discretion, be converted into restricted Common Stock at eight cents ($0.08) per share. The loan is secured by 150% of the value in common stock at eight cents ($0.08) per share.

	VOICE ASSIST, INC.

	By:	/s/ Michael Metcalf
		Michael Metcalf, Chief Executive Officer

Date: October 10, 2013

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/ Michael Metcalf Michael Metcalf, Chief Executive Officer

Date: August 19, 2013

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