Mail Stop 4-6
April 27, 2005
Christopher J. Spencer
President and Chief Executive Officer
Wizzard Software Corporation
424 Gold Way
Pittsburgh, Pennsylvania 15213
Re: Wizzard Software Corporation
Registration Statement on Form SB-2
Filed March 31, 2005
File No. 333-123715
Form 10-KSB for the year ended December 31, 2004
File No. 0-33381
Dear Mr. Spencer:
We have limited our review of the above-referenced Form SB-2
registration statement of Wizzard Software Corporation and the
company`s periodic reports under the Exchange Act to your controls
and procedures. Where indicated, we think you should revise your
document in response to these comments. If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-KSB for the year ended December 31, 2004
Controls and Procedure
1. We note that your disclosure does not provide a conclusion of
management as to the effectiveness of the disclosure controls and
procedures. Item 307 of Regulation S-B requires that you disclose
the conclusions of the principal executive and financial officers,
or
persons performing similar functions, regarding the effectiveness
of
the company`s disclosure controls and procedures, as defined in
Rule
13a-15(e) or Rule 15d-15(e) under the Exchange Act, as of the end
of
the period covered by the report. While you discuss the existing
material weakness, you do not provide a conclusion of management
that
the disclosure controls are or are not effective as of the end of
the
period covered by the report. Please amend the Form 10-KSB to
provide the required disclosure. Please also provide risk factor
disclosure in your Form SB-2 regarding your material weakness.
Consider whether management`s discussion and analysis disclosure
is
needed with respect to any material capital requirements needed to
address this weakness.
2. We note further that you have not included the disclosure
required
by Item 308(c) of Regulation S-B relating to changes in internal
controls over financial reporting. This item requires that you
disclose whether there have been any changes in the company`s
internal control over financial reporting identified in connection
with the evaluation required by paragraph (d) of Rule 13a-15 or
Rule
15d-15 under the Exchange Act that occurred during your fourth
fiscal
quarter that has materially affected, or is reasonably likely to
materially affect, your internal control over financial reporting.
Please provide the required disclosure.
3. We note your statement that "a control system, no matter how
well
designed and operated, cannot provide absolute assurance that the
objectives of the controls system are met, and no evaluation of
controls can provide absolute assurance that all control issues
and
instances of fraud, if any, within a company have been detected."
Please revise to state clearly, if true, that your disclosure
controls and procedures are designed to provide reasonable
assurance
of achieving their objectives. In the alternative, remove the
reference to the level of assurance of your disclosure controls
and
procedures. Please refer to Section II.F.4 of Management`s Report
on
Internal Control Over Financial Reporting and Certification of
Disclsoure in Exchange Act Periodic Reports, SEC Release No. 33-
8238,
available on our website at <http://www.sec.gov/rules/final/33-
8238.htm>.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
Any questions should be directed to Maryse Mills-Apenteng at
(202) 942-1861. In her absence please contact the undersigned at
(202) 942-1800.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: Via facsimile 801-355-7126
Branden T. Burningham, Esq.
455 East 500 South, Suite 205
Salt Lake City, Utah 84111
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Wizzard Software Corporation
April 27, 2005
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