SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
January 22, 2004
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Date of Report
(Date of Earliest Event Reported)
WIZZARD SOFTWARE CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
COLORADO 333-69415 87-0575577
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(State or other juris- (Commission File No.) (IRS Employee
diction of incorporation) I.D. No.)
424 Gold Way
Pittsburgh, Pennsylvania 15213
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(Address of Principal Executive Offices)
(412) 621-0902
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Registrant's Telephone Number
Item 4. Changes in Registrant's Certifying Accountant.
Pritchett, Siler & Hardy, P.C., Certified Public Accountants, of Salt
Lake City, Utah, audited our financial statements for the fiscal year ended
December 31, 2002, and reviewed our financial statements for the quarterly
periods ended March 31, 2003; June 30, 2003; and September 30, 2003. These
financial statements accompanied our Form 10-KSB Annual Report for the year
ended December 31, 2002, and our Form 10-QSB Quarterly Reports for the
quarters ended March 31, 2003; June 30, 2003; and September 30, 2003, which
have been filed with the Securities and Exchange Commission.
On January 22, 2004, our Board of Directors resolved to dismiss
Pritchett, Siler & Hardy, P.C., as our principal independent accountant and to
retain Gregory & Associates, LLC, Certified Public Accountants, of Salt Lake
City, Utah, as our new principal independent accountant, and to audit our
financial statements for the fiscal year ended December 31, 2003. Alan
Gregory, CPA, the principal of Gregory & Associates, LLC, had been Pritchett,
Siler & Hardy, P.C.'s engagement partner with respect to our company, and Mr.
Gregory has recently left Pritchett, Siler & Hardy, P.C. to form his own firm.
During the most recent fiscal year, and through the date of this Current
Report, there were no disagreements between us and Pritchett, Siler & Hardy,
P.C., whether resolved or not resolved, on any matter of accounting principles
or practice, 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.
With the exception of a "going concern" qualification, the reports of
Pritchett, Siler & Hardy, P.C. did not contain any adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
During our most recent fiscal year, and through the date of this Current
Report, Pritchett, Siler & Hardy, P.C. has not advised us that any of the
following exists or is applicable:
(1) That the internal controls necessary for us to develop
reliable financial statements do not exist, or that information
has come to their attention that has led them to no longer be able
to rely on our management's representations or that has made them
unwilling to be associated with the financial statements prepared
by management;
(2) That our company needs to expand significantly the scope of our
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 our financial statements for the foregoing reasons
or any other reason; or
(3) That they have advised us 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 our most recent fiscal year, and through the date of this Current
Report, we have not consulted Gregory & Associates, LLC, 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
our financial statements or any other financial presentation whatsoever.
We have provided Pritchett, Siler & Hardy, P.C. with a copy of the
disclosure provided under this Item of this Current Report and have advised
them to provide us with a letter addressed to the Securities and Exchange
Commission as to whether they agree or disagree with the disclosures made
herein. A copy of their response is attached hereto and incorporated herein
by this reference. See Item 7 of this Current Report.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
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(a) Financial Statements of Businesses Acquired.
None; not applicable.
(b) Pro Forma Financial Information.
None; not applicable.
(c) Exhibits.
Exhibit
Number Description
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16 Letter from Pritchett, Siler & Hardy, P.C.
Incorporated by Reference.
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None; not applicable.
SIGNATURES
Pursuant to the requirements of the Securities 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: 1/26/04 /s/ Christopher J. Spencer
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Christopher J. Spencer, CEO and President