SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
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 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
SPEECH SYSTEMS, INC.
[A Development Stage Company]
UNAUDITED FINANCIAL STATEMENTS
MAY 11, 2001
SPEECH SYSTEMS, INC.
[A Development Stage Company]
CONTENTS
PAGE
Unaudited Balance Sheet, May 11, 2001 1
Unaudited Statements of Operations, from inception on
May 11, 2001 through May 11, 2001 2
Unaudited Statement of Stockholders' Equity, from
inception on May 11, 2001 through May 11, 2001 3
Unaudited Statements of Cash Flows, from inception on
May 11, 2001 through May 11, 2001 4
Notes to Unaudited Financial Statements 5
SPEECH SYSTEMS, INC.
[A Development Stage Company]
UNAUDITED BALANCE SHEET
ASSETS
May 11,
2001
___________
CURRENT ASSETS:
Cash $ -
___________
Total Current Assets
INGANGIBLE ASSETS, net 10
___________
$ 10
____________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ -
___________
Total Current Liabilities -
___________
STOCKHOLDERS' EQUITY
Common stock, $ no par value, 1,000,000 shares
authorized, 500,000 shares issued and
outstanding 10
Capital in excess of par value -
Deficit accumulated during the development stage -
___________
Total Stockholders' Equity 10
___________
$ 10
____________
The accompanying notes are an integral part of this unaudited financial
statement.
SPEECH SYSTEMS, INC.
[A Development Stage Company]
UNAUDITED STATEMENT OF OPERATIONS
From Inception
on May 11,
2001 Through
May 11,
2001
__________
REVENUE $ -
EXPENSES:
General and Administrative -
__________
INCOME (LOSS) BEFORE
INCOME TAXES -
CURRENT TAX EXPENSE -
DEFERRED TAX EXPENSE -
__________
NET INCOME (LOSS) $ -
__________
The accompanying notes are an integral part of this unaudited financial
statement.
SPEECH SYSTEMS, INC.
[A Development Stage Company]
UNAUDITED STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION ON MAY 11, 2001
THROUGH MAY 11, 2001
Deficit
Accumulated
Common Stock Capital in During the
______________________ Excess of Development
Shares Amount Par Value Stage
__________ __________ __________ __________
BALANCE, May 11, 2001 - $ - $ - $ -
Issuance of 500,000
shares of common stock for
intangible assets at $10
per share, May 11, 2001 500,000 10 - -
Net income (loss) for the
period ended May 11,
2001
___________ __________ __________ __________
BALANCE, May 11, 2001 500,000 $ 10 $ - $ -
___________ __________ __________ __________
The accompanying notes are an integral part of this unaudited financial
statement.
SPEECH SYSTEMS, INC.
[A Development Stage Company]
UNAUDITED STATEMENT OF CASH FLOWS
NET INCREASE (DECREASE) IN CASH
From Inception
on May 11,
2001 Through
May 11,
2001
__________
Cash Flows Provided by Operating Activities:
Net income (loss) $ -
Adjustments to reconcile net loss to net cash used by
operating activities:
Stock issued for services -
Changes in assets and liabilities:
Increase (decrease) in accounts payable -
__________
Net Cash Provided (Used) by Operating Activities -
__________
Cash Flows Provided by Investing Activities -
__________
Net Cash Provided by Investing Activities -
__________
Cash Flows Provided by Financing Activities:
Proceeds from issuance of common stock -
__________
Net Cash Provided by Financing Activities -
__________
Net Increase (Decrease) in Cash -
Cash at Beginning of Period -
__________
Cash at End of Period $ -
__________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $
Income taxes $
Supplemental Schedule of Noncash Investing and Financing Activities:
For the period from inception on May 11, 2001 through May 11, 2001:
The Company issued 500,000 shares of common stock upon incorporation for
the rights, interest, title, patents, trademarks and trade secrets of
Active X voice Tools, nominally valued at $10.
The accompanying notes are an integral part of this unaudited financial
statement.
SPEECH SYSTEMS, INC.
[A Development Stage Company]
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Speech Systems, Inc. ("the Company") was organized under the
laws of the State of New Jersey on May 11, 2001. The Company has not
commenced planned principal operations and is considered a development stage
company as defined in SFAS No. 7. The Company's sole asset is all rights,
interest, title, patents, trademarks and trade secrets of the speech
recognition software Active X voice Tools. The Company has, at the present
time, not paid any dividends and any dividends that may be paid in the future
will depend upon the financial requirements of the Company and other relevant
factors.
Accounting Estimates - The preparation of Unaudited Financial Statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities, the disclosures of contingent assets and liabilities at the
date of the Unaudited Financial Statements, and the reported amount of
revenues and expenses during the reported period. Actual results could differ
from those estimated.
NOTE 2 - INTANGIBLE ASSETS
Intangible assets consists of rights, interest, title, patents, trademarks and
trade secrets of Active X voice Tools nominally valued at $10.
NOTE 3 - CAPITAL STOCK
Common Stock - The Company has authorized 1,000,000 shares of common stock, no
par value. On May 11, 2001, in connection with its organization, the Company
issued 500,000 shares of its previously authorized, but unissued common stock.
The shares were issued for intangible assets nominally valued at $10.
NOTE 4 GOING CONCERN
The accompanying Unaudited Financial Statements have been prepared in
conformity with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern. However, the Company has
incurred losses since inception and has not yet been successful in
establishing profitable operations. Further, the Company has no current
assets. These factors raise substantial doubt about the ability of the
Company to continue as a going concern. In this regard, management is
proposing to raise any necessary additional funds not provided by operations
through loans or through additional sales of its common stock. There is no
assurance that the Company will be successful in raising this additional
capital or achieving profitable operations. The unaudited financial
statements do not include any adjustments that might result from the outcome
of these uncertainties.
(b) Pro Forma Financial Information.
WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY
AND SPEECH SYSTEMS, INC.
PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS
[Unaudited]
The following unaudited proforma condensed combined balance sheet aggregates
the consolidated balance sheet of Wizzard Software Corporation and Subsidiary
("PARENT") as of March 31, 2001 and the balance sheet of Speech Systems, Inc.
("SUBSIDIARY") as of March 31, 2001, accounting for the transaction as a
purchase of SUBSIDIARY with the issuance of shares for all the issued of the
subsidiary using the assumptions described in the following notes, giving
effect to the transaction, as if the transaction had occurred as of the end of
the period. The transaction was completed on May 22, 2001.
The following unaudited proforma condensed combined statement of operations
includes the results of operations of PARENT for the three months ended Months
31, 2001. No results of operations of SUBSIDIARY have been included as the
SUBSIDIARY was incorporated on May 11, 2001.
The proforma condensed combined financial statements should be read in
conjunction with the separate financial statements and related notes thereto
of PARENT and SUBSIDIARY. These proforma financial statements are not
necessarily indicative of the combined financial position, had the acquisition
occurred on the date indicated above, or the combined results of operations
which might have existed for the periods indicated or the results of
operations as they may be in the future.
WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY
AND SPEECH SYSTEMS, INC.
PROFORMA CONDENSED COMBINED BALANCE SHEET
MARCH 31, 2001
ASSETS
[Unaudited]
Wizzard Software
Corporation and Speech Systems,
Subsidiary Inc. Proforma
March 31, 2001 March 31, 2001 Increase Proforma
[Parent] [Subsidiary] (Decrease) Combined
____________ ____________ __________ _________
ASSETS:
Cash $ 69,788 $ - - $ 69,788
Accounts receivable 779 - - 779
Inventory 118,885 - - 118,885
Notes receivable 61,227 - - 61,227
Prepaid expenses 285 - - 285
Property and
equipment, net 167,038 - - 167,038
[A] (10)
Other assets, net 9,312 10 [B] 500,000 509,312
____________ ____________ __________ _________
$ 427,314 $ 10 500,000 $ 927,314
____________ ____________ __________ _________
See Notes To Unaudited Proforma Condensed Financial Statements.
WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY
AND SPEECH SYSTEMS, INC.
PROFORMA CONDENSED COMBINED BALANCE SHEET
March 31, 2001
LIABILITIES AND STOCKHOLDERS' EQUITY
[Unaudited]
Wizzard Software
Corporation and Speech Systems,
Subsidiary Inc. Proforma
March 31, 2001 March 31, 2001 Increase Proforma
[Parent] [Subsidiary] (Decrease) Combined
____________ ____________ __________ _________
LIABILITIES:
Notes payable $ 495,000 $ - - $ 495,000
Accounts payable and
Accrued liabilities 157,168 - - 157,168
Advances from investors 65,000 - - 65,000
____________ ____________ __________ _________
Total Liabilities 717,168 - - 717,168
____________ ____________ __________ _________
STOCKHOLDERS' EQUITY:
Preferred Stock - - - -
[A] (10)
Common Stock 15,933 10 [B] 500 16,433
Par value in excess
of contributed
capital 2,832,533 - [B] 495,500 3,328,033
Retained deficit (3,138,320) - - (3,138,320)
____________ ____________ __________ _________
Total Stockholders'
Equity (Deficit) (289,854) 10 500,000 210,146
____________ ____________ __________ _________
$ 427,314 $ 10 $ 500,000 $ 927,314
____________ ____________ __________ _________
See Notes To Unaudited Proforma Condensed Financial Statements.
WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY
AND SPEECH SYSTEMS, INC.
PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
[Unaudited]
Wizzard Software
Corporation and Speech Systems,
Subsidiary Inc.
For the three For the Three
Months Ended Months Ended Proforma
March 31, 2001 March 31, 2001 Increase Proforma
[Parent] [Subsidiary] (Decrease) Combined
____________ ____________ __________ _________
REVENUE $ 20,792 $ - - $ 20,792
COST OF SALE 6,557 - - 6,557
____________ ____________ __________ _________
GROSS PROFIT 14,235 - - 14,235
EXPENSES:
General and
administrative 225,715 - - 225,715
____________ ____________ __________ _________
Total expenses 225,715 - - 225,715
____________ ____________ __________ _________
(LOSS) FROM
OPERATIONS (211,480) - - (211,480)
____________ ____________ __________ _________
OTHER EXPENSE (15,898) - - (15,898)
____________ ____________ __________ _________
(LOSS) BEFORE INCOME
TAXES (227,378) - - (227,378)
INCOME TAXES EXPENSE - - - -
____________ ____________ __________ _________
NET (LOSS) $ ( 227,378) $ - $ - $(227,378)
____________ ____________ __________ _________
BASIC NET (LOSS) PER COMMON SHARE $ (.01)
_________
See Notes To Unaudited Proforma Condensed Financial Statements.
WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY
AND SPEECH SYSTEMS, INC.
PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS
[Unaudited]
NOTE 1 - WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY
Wizzard Software Corporation [Parent] a Colorado corporation, was
organized on July 1, 1998. The Company has not raised significant
revenue from planned principal operations and is considered a
development stage company as defined in SFAS No. 7. The Company
primarily engages in the development, sale, and service of computer
software products through its subsidiary Wizzard Software Corp. a
Delaware Corporation, incorporated on February 29, 1996. The Company
has, at the present time, not paid any dividends and any dividends that
may be paid in the future will depend upon the financial requirements of
the Company and other relevant factors.
NOTE 2 - SPEECH SYSTEMS, INC.
Speech Systems, Inc. [Subsidiary] a New Jersey corporation, organized on
May 11, 2001. The Company sole asset is all rights, interest, title,
patents, trademarks and trade secrets of the speech recognition software
Active X voice Tools.
NOTE 3 - PROFORMA ADJUSTMENTS
On May 22, 2001, the Company entered into a letter of agreement to
purchase all of the issued and outstanding shares (500,000) of Speech
Systems, Inc. through the issuance 500,000 shares of Parents common
stock. The merger was accounted for as a purchase, wherein Speech
Systems, Inc. became a wholly owned subsidiary of the Parent.
Proforma adjustments on the attached financial statements include the
following:
[A] To eliminate the nominal value for stock issued in Speech Systems,
Inc. upon incorporation.
[B] To record the purchase through the issuance of 500,000 shares of
common stock for all of the issued and outstanding shares of Speech
System, Inc.
WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY
AND SPEECH SYSTEMS, INC.
PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS
[Unaudited]
NOTE 4 - PROFORMA (LOSS) PER SHARE
The proforma (loss) per share is computed based on the number of shares
outstanding, after adjustment for shares issued in the acquisition, as
though all shares issued in the acquisition and limited offering had
been outstanding from the beginning of the periods presented.
Proforma
Combined
______________
Weighted average shares
considered to be outstanding 16,432,792
______________
Exhibit No. Exhibit Description
----------- -------------------
10 Letter of Agreement*
Speech Systems, Inc. shareholders
*As previously filed with the Securities and Exchange Commission as an exhibit
to its 8-K Current Report dated May 22, 2001, which is incorporated herein.
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: 8/22/01 By/s/Christopher J. Spencer
--------------- -------------------------------
Christopher J. Spencer,
President, CEO and Director