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
April 17, 2001
Date of Report
(Date of Earliest Event Reported)
WIZZARD SOFTWARE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Colorado 333-69415 87-0575577
(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
424 Gold Way
Pittsburgh, Pennsylvania 15213
(Address of Principal Executive Offices)
(412) 621-0902
Registrant's Telephone Number
Balanced Living, Inc.
5525 South 900 East
Salt Lake City, Utah 84117
(Former Name or Former Address if changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant.
Murphy & Murphy, Certified Public Accountants, of Clinton, Maryland,
were engaged on or about May 7, 2001, by the Board of Directors of the
Wizzard Software Corporation, a Colorado corporation (the "Company" or
"Wizzard"), to prepare a review report respecting the financial statements of
Wizzard for the quarterly period ended March 31, 2001, and to audit the year
end financial statements of the Company.
The only reason for the change of accountants was the completion of
the Reorganization Agreement between the Company and Wizzard Software
Corporation, a Delaware corporation ("Wizzard Delaware"), which is presently a
96% owned subsidiary of the Company. See the Company's 8-K and 8-KA-1 Current
Reports dated February 7, 2001, which have been previously filed with the
Securities and Exchange Commission and which is incorporated herein by
reference. See Item 7. Murphy & Murphy were the independent certified
accountants for Wizzard Delaware prior to the completion of this
Reorganization Agreement.
Pritchett, Siler & Hardy, Certified Public Accountants, of Salt
Lake City, Utah, audited the financial statements of the Company for the
years ended December 31, 2000 and 1999; these financial statements
accompanied the Company's 10-KSB Annual Report for the year ended December
31, 2000, which was previously filed with the Securities and Exchange
Commission and which is incorporated herein by reference. See Item 7.
There were no disagreements between the Company and Pritchett, Siler
& Hardy, whether resolved or not resolved, on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which, if not resolved, would have caused them to make reference to
the subject matter of the disagreement in connection with their Reports.
The Reports of Pritchett, Siler & Hardy did not contain any
adverse opinion or disclaimer of opinion, and with the exception of a standard
"going concern" qualification, prior to the Wizzard Software reorganization
because of the lack of material operations of the Company on the date of these
Reports, were not qualified or modified as to uncertainty, audit scope or
accounting principles.
During the Company's three most recent calendar years, and since
then, neither Pritchett, Siler & Hardy nor Murphy & Murphy has advised the
Company that any of the following exists or is applicable:
(1) That the internal controls necessary for the Company to
develop reliable financial statements do not exist, that
information has come to their attention that has lead them
to no longer be able to rely on management's
representations, or that has made them unwilling to be
associated with the financial statements prepared by
management;
(2) That the Company needs to expand significantly the scope of
its audit, or that information has come to their attention
that if further investigated may materially impact the
fairness or reliability of a previously issued audit report
or the underlying financial statements or any other
financial presentation, or cause them to be unwilling to
rely on management's representations or be associated with
the Company's financial statements for the foregoing reasons
or any other reason; or
(3) That they have advised the Company that information has come
to their attention that they have concluded materially
impacts the fairness or reliability of either a previously
issued audit report or the underlying financial statements
for the foregoing reasons or any other reason.
During the Company's three most recent fiscal years and since
then, the Company has not consulted Murphy & Murphy regarding the application
of accounting principles to a specified transaction, either completed or
proposed; or the type of audit opinion that might be rendered on the Company's
financial statements or any other financial presentation whatsoever.
The Company has provided Pritchett, Siler & Hardy with a copy of the
disclosure provided under this caption of this Report, and has advised it to
provide the Company with a letter addressed to the Securities and Exchange
Commission as to whether it agrees or disagrees with the disclosures made
herein. A copy of its response is attached hereto and incorporated herein by
this reference. See Item 7.
Item 5. Other Information.
On April 1, 2001 (approved by the Board of Directors on April 17,
2001), the Company entered into a Advertising and Promotional Services
Agreement with Noble House of Boston, Inc., a Florida corporation ("Noble
House"), whereby Noble House agreed to provide advertising and promotional
services to the Company in exchange for 250,000 shares of "restricted
securities" (common stock) and 100,000 warrants to acquire an additional
100,000 shares of "restricted securities" (common stock) exercisable at $2.00
per share until May 30, 2006. The 250,000 shares and the 100,000 shares
underlying these warrants have "piggy-back" registration rights. A copy of
the Advertising and Promotional Services Agreement is attached hereto and
incorporated herein by reference. See Item 7.
Item 7. Financial Statements and Exhibits.
Exhibit No. Exhibit Description
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10 Advertising and Promotional Services Agreement.
16 Letter regarding change in certifying accountants.
8-K and 8-KA-1 Current Reports dated February 7, 2001.*
10-KSB Annual Report for the year ended December 31,
2000.*
* Previously filed with the Securities and Exchange Commission and
incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
WIZZARD SOFTWARE CORPORATION
Date: 5/8/01 By/s/Christopher J. Spencer
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Christopher J. Spencer,
President, CEO and Director