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
May 22, 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 2. Acquisitions or dispositions of assets.
On May 22, 2001, Wizzard acquired 100% of the outstanding securities
of Speech Systems, Inc., a Florida corporation ("Speech Systems"), the
assets of which consisted solely of all right, title and interest in certain
copyrights, patents, trademarks, trade secrets and other legal protections
registered, granted or applied for and respecting Active X Voice Tools,
including, without limitation, all source code, object code, graphics,
packaging and related rights reasonably necessary to build the final version
of Active X Voice Tools and its components and to make revisions and
modifications and provide all levels of required and necessary technical
support to accomplish the complete development of the final version of Active
X Voice Tools (the "Speech Systems Assets").
The Speech Systems Assets were acquired in consideration of the
issuance of 500,000 shares of "restricted securities" (common stock) of the
Company. The Speech Systems Assets were acquired free and clear of any
liabilities of any type or nature whatsoever, and Speech Systems and Dr. Alan
Costilo, a party to the agreement and the principal inventor of the Active X
Voice Tools, have agreed to indemnify and hold the Company harmless from any
liabilities of Speech Systems that arose prior to the closing of the Letter of
Agreement ("Letter Agreement").
Dr. Costilo has agreed to provide consulting services to the
Company, and an initial payment of $5,000 was required to be paid as a
condition to closing that will be credited toward those services. Dr. Costilo
will receive an additional payment of $15,000 once at least $15,000 in
revenues have been generated from the sale of Active X Voice Tools by the
Company to customers of the Company, or once the Company has gross revenues
from any source of at least $1,000,000 in any fiscal year period.
Dr. Costilo has agreed to serve on the Board of Directors of the
Company for a period of two years, if requested by the Company.
In the event of any general assignment for the benefit of creditors
or the Company's inability to pay its debts, or in the event that it ceases
its operations, the Company will return all rights acquired in Active X Voice
Tools to Speech Systems, and 250,000 of the shares exchanged with shareholders
of Speech Systems under the Letter Agreement shall be returned promptly to the
Company; provided, however, that in the event that Speech Systems shareholders
are not able to return 250,000 shares within 19 business days of the demand by
Speech Systems all right, title and interest transferred in the Active X Voice
Tools, then the Company shall retain all ownership rights to the Speech
Systems Assets.
If all of the Speech Systems Assets are not received by the
Company on or before July 1, 2001, all consideration paid by the Company shall
be returned promptly.
Item 7. Financial Statements and Exhibits.
Exhibit No. Exhibit Description
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10 Letter of Agreement
Speech Systems, Inc. shareholders
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: 5/25/01 By/s/Christopher J. Spencer
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Christopher J. Spencer,
President, CEO and Director