Amended Statement of Beneficial Ownership (sc 13d/a)
26 September 2013 - 4:32AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
|
VOICE
ASSIST, INC.
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|
(Name
of Issuer)
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|
Common
Stock, $0.001 Par Value
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|
(Title
of Class of Securities)
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|
92863D
104
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|
(CUSIP
Number)
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|
Summit
Capital USA Inc.
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|
605
West Knox Road, #102
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Tempe,
Arizona 85284-3804
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(480)
588-3333
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(Name,
Address and Telephone Number of Person Authorized to Receive Notice and Communications)
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September
24, 2013
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(Date
of Event which Requires Filing of this Statement)
|
If the
filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
[ ]
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP
No. 92863D 104
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Page
2 of 5 Pages
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(1)
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NAME OF REPORTING PERSON
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Summit Capital USA Inc.
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [ ]
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(b) [ ]
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(3)
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SEC USE ONLY
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(
4)
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SOURCE OF FUNDS (See Instructions)
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|
OO
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(
5)
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
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(
6)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
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(7)
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SOLE VOTING POWER
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1,655,378
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(8)
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SHARED VOTING POWER
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0
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(9)
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SOLE DISPOSITIVE POWER
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1,655,378
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(10)
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SHARED DISPOSITIVE POWER
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0
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(
11)
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,655,378
Shares of Common Stock
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(
12)
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CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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(
13)
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PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW 11
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3.7%
(1)
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(
14)
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TYPE OF REPORTING
PERSON*
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(CO) CORPORATION
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(1)
This percentage set forth on the cover sheets is calculated
based on 45,004,277 shares of the Common Stock outstanding as of August 15, 2013, as disclosed in the Issuer’s Form 10-Q
for the quarter ended June 30, 2013 as filed with the Securities and Exchange Commission on August 15, 2013.
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CUSIP
No. 92863D 104
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Page
3 of 5 Pages
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AMENDMENT
NO. 1 TO SCHEDULE 13D
This
statement on Schedule 13D (originally filed with the Securities and Exchange Commission on March 11, 2011) is hereby amended solely
to reflect a decrease in the ownership of and percentage of the class of equity securities that are beneficial owned by the reporting
person.
I
tem
1. Security and Issuer
This
statement on Schedule 13D relates to the shares of common stock, $0.001 par value per share (the “Common Stock”),
of Voice Assist, Inc. (the “Issuer”), a Nevada corporation, having its principal executive offices at 2 South Pointe
Dr., Suite 100, Lake Forest, California 92630.
I
tem
2. Identity
and Background
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(a)
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This
statement
is
filed
by
and
on
behalf
of
Summit
Capital
USA
Inc.
(“Summit”).
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|
|
(b)
|
Summit’s
principal
business
address
is
605
West
Knox
Road,
#202,
Tempe,
Arizona
85284-3804.
|
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(c)
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Summit’s
principal
business
is
Merchant
banking
and
Strategic
Business
Advisory
Services.
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(d)
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During
the
last
five
years,
Summit
has
not
been
convicted
in
a
criminal
proceeding.
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(e)
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During
the
last
five
years,
Summit
has
not
been
a
party
to
a
civil
proceeding
of
a
judicial
or
administrative
body
of
competent
jurisdiction
and
as
a
result
of
such
proceeding
was
or
is
subject
to
a
judgment,
decree,
or
final
order
enjoining
future
violations
of,
or
prohibiting
or
mandating
activities
subject
to,
federal
or
state
securities
laws
or
finding
any
violation
with
respect
to
such
laws.
|
I
tem
3. Source and Amount of Funds or Other Consideration
Summit’s
has reduced its ownership of shares of Common Stock of the Issuer and now beneficially owns 1,655,378 shares of Common Stock of
Issuer.
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CUSIP No. 92863D 104
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Page 4 of 5 Pages
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I
tem
4. Purpose
of Transaction
Summit
has reduced its ownership of securities of the Issuer. Summit continues to hold the Issuer’s securities for investment purposes
and intends to continue to evaluate its respective investments in the securities.
Summit
intends to participate in and influence the affairs of the Issuer through the exercise of its voting rights with respect to its
shares of Common Stock.
Except
as set forth herein, Summit does not have any present plan or proposal as a stockholder which relates to, or would result in any
action with respect to, the matters listed in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, Summit reserves the
right from time to time to acquire or dispose of shares of Common Stock or to formulate other purposes, plans or proposals regarding
the Issuer or securities of the Issuer held by Summit to the extent deemed advisable in light of general investment policies,
market conditions and other factors.
I
tem
5. Interest
in Securities of Issuer
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(a)
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Summit
beneficially
owns
1,655,378
shares
of
Common
Stock
of
the
Issuer,
representing
approximately
3.7%
of
the
outstanding
shares
of
Common
Stock.
The
denominator
used
to
calculate
the
foregoing
percentage
is
the
number
of
shares
of
Common
Stock
outstanding
as
of
August
15,
2013,
as
reported
on
the
Issuer’s
Form
10-Q
for
the
quarter
ended
June
30,
2013
as
filed
with
the
Securities
and
Exchange
Commission
on
August
15,
2013.
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(b)
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The
information
set
forth
in
Item
5(a)
of
this
Schedule
13D
is
incorporated
herein
by
reference.
Summit
has
sole
voting
power
and
sole
dispositive
power
over
1,655,378 shares
of
Common
Stock,
and
does
not
have
shared
voting
power
or
shared
dispositive
power
over
any
shares
of
Common
Stock.
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(c)
|
Summit
had
no
change
in
its
ownership
of
shares
of
Common
Stock
within
60
days
from
the
date
hereof.
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(d)
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Not
Applicable.
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(e)
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As
of
May
17,
2012,
Summit
ceased
to
be
the
beneficial
owner
of
more
than
5%
of
the
Common
Stock
of
the
Issuer
due
to
a
dilution
of
its
holdings
resulting
from
the
issuance
of
additional
shares
of
common
stock
by
the
issuer.
|
I
tem
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
To
the best of the knowledge of Summit, there are no contracts, arrangements, understandings or relationships with respect to securities
of the Issuer.
I
tem
7. Materials to Be Filed as Exhibits
Not
applicable.
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CUSIP No. 92863D 104
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Page 5 of 5 Pages
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: September
24, 2013
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By:
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/s/ Gregg C.
Johnson
|
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Gregg C. Johnson,
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Chief Executive
Officer of Summit Capital USA Inc.
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