CALCULATION OF REGISTRATION FEE  

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file an amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

  

  

  

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The information in this Prospectus is not complete and may be changed.  We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective.  This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

Prospectus	$244.03	July __, 2012

 

9,315,662 SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE OF FUTURE HEALTHCARE OF AMERICA BEING SPUN-OFF BY ITS PARENT, WIZZARD SOFTWARE CORPORATION   (“WZE”)

 

9,315,662 shares of common stock, par value $0.001 per share (the “Shares”) of Future Healthcare of America (“FHA” or the “Registrant” or “we,” “our” or “us” as applicable) are being spun-off hereby by Wizzard Software Corporation, a Colorado corporation (“Wizzard” or “WZE”).  FHA is currently a wholly-owned subsidiary of WZE and FHA owns all of the issued and outstanding shares of common stock of Interim Healthcare of Wyoming, Inc.,(“Interim”) a Wyoming corporation.  FHA has no material operations and may be deemed to be a holding company with respect to Interim.  Interim will maintain all of the businesses, assets and liabilities that it holds immediately before the effectuation of the spin-off (and, accordingly, WZE post-spin-off will have no businesses, assets or liabilities of Interim).

FHA is an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.

We are furnishing this Prospectus to provide information to holders of WZE who will be issued FHA shares in the spin-off. It is not, and is not to be construed as, an inducement or encouragement to buy or sell any of FHA’s securities or those of WZE. The information contained in this Prospectus is believed by us to be accurate as of the date set forth on its cover. Changes may occur after that date, and neither FHA nor WZE are required to update the information except in the normal course of our public disclosure obligations and practices.

The spin-off is a precondition to the closing of WZE’s acquisition of Digital Entertainment International Ltd., a company organized under the laws of the Hong Kong Special Administrative Region.  This acquisition will be submitted to a vote of WZE’s stockholders at a meeting scheduled to be held on July 30, 2012.   No stockholder approval of the spin-off is required, and none is being sought.  Neither WZE nor FHA is asking you for a proxy.

In reviewing this prospectus, you should carefully consider the matters described under the caption “Risk Factors” beginning on Page 8.

 

The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities, or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense

No person is authorized to give any information not contained in the prospectus in connection with this offering and, if given or made, such information or representation must not be relied upon as having been authorized.

 

UNTIL_________, 2012 (90 DAYS AFTER THE DATE HEREOF), ANY BROKER-DEALER EFFECTING TRANSACTIONS IN THE SHARES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A CURRENT COPY OF THIS PROSPECTUS.  THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A COPY OF THIS PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO ANY UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

  

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Table of Contents

PROSPECTUS SUMMARY

5

The Offering

5

SUMMARY FINANCIAL DATA

7

RISK FACTORS

8

THE SPIN-OFF

14

DIVIDEND POLICY

19

RELATED PARTY TRANSACTIONS

19

INTERIM AND WZE

20

SELECTED FINANCIAL DATA

31

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

37

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

37

Results of Operations

37

APPLICATION OF PROCEEDS

39

MARKET PRICE OF COMMON STOCK AND RELATED MATTERS

39

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

40

WZE’s RELATIONSHIP WITH INTERIM FOLLOWING THE SPIN-OFF

41

ABSENCE OF PUBLIC MARKET AND DIVIDEND POLICY

44

CAPITALIZATION

45

DILUTION

45

DESCRIPTION OF CAPITAL STOCK

45

SHARES ELIGIBLE FOR FUTURE SALES

47

LEGAL MATTERS

48

EXPERTS

48

WHERE YOU CAN FIND MORE INFORMATION

49

Financial Statements

50

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed information and financial statements appearing elsewhere or incorporated by reference in this Prospectus.  All references in this Prospectus to Shares are as of June 6, 2012, unless otherwise specified.  Prospective investors should carefully consider the information set forth under the heading “Risk Factors.”

The Offering

The following is a summary of some of the information contained in this Prospectus. In addition to this Summary, FHA urges you to read the entire prospectus carefully, including the risks of investing in its common stock discussed under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Interim’s and WZE’s financial statements and the notes thereto included in this Prospectus. As used in this Prospectus, references to “WZE” refer to Wizzard Software Corporation and references to “Interim” refer to Interim Healthcare of Wyoming, Inc., and references to “FHA” refer to Furture Healthcare of America.

WZE

Wizzard Software Corporation (“WZE”) is a Colorado corporation located at 5001 Baum Boulevard, Suite 770, Pittsburgh, Pennsylvania 15213 (Telephone: 412-621-0902).   WZE, through its subsidiary, Webmayhem, Inc., a Pennsylvania corporation doing business as “Liberated Syndication” (“Libsyn”) is in the business of podcast hosting and media services.  WZE also offers through Interim, which is a wholly-owned subsidiary of FHA, home healthcare services.  FHA is itself a wholly-owned subsidiary of WZE, and it is this entity that WZE intends to spin-off to its stockholders.  WZE’s potential success relies largely on the ability to scale the operations of the Media business.  WZE has been involved in the operations of the Libsyn subsidiary and other ventures.  In addition, on April 5, 2012, WZE entered into a Share Exchange Agreement by which it agreed to acquire all of the issued and outstanding shares of capital stock of Digital Entertainment International Ltd., a company organized under the laws of the Hong Kong Special Administrative Region (the “Digital HKCo”).  The closing of the Share Exchange Agreement is subject to numerous contingencies, including the effectuation of the spin-off of FHA.  At such time as the Share Exchange Agreement is closed, as to which there can be no assurance, the operations of WZE will also include those of the Digital HKCo, which is engaged in the media business in China.  

Relationship between WZE and FHA Before the Spin-off (See p. 20)

Currently FHA is a wholly-owned subsidiary of WZE. FHA’s mailing address and telephone number is those of WZE:  5001 Baum Boulevard, Suite 770, Pittsburgh, Pennsylvania 15213 (Telephone: 412-621-0902).  In addition, FHA maintains business offices at 1010 East First Street, Suite A, Casper, Wyoming 82601.  On or prior to the spin-off date, WZE will transfer to FHA any and all of the assets and liabilities employed in FHA’s and Interim’s business operations to FHA (cumulatively referred to in this Prospectus as the “restructuring”).  After the spin-off, FHA will be an independent public company, and any relationship between FHA and WZE thereafter will be limited to the terms of the respective Separation Agreement and Tax Matters Agreement outlined below.  For a more detailed description of these relationships, see the section entitled “Relationship Between FHA and WZE Following the Spin-Off.”

 

Recent Developments

None

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The Spin-Off (See p. 14)

See “The Spin-Off,” beginning on page 14, for a more detailed description of the matters described below.

 

Shares Issued		FHA will issue to all WZE shareholders on the effective date of the spin-off a pro rata distribution of the following (based on the number of shares outstanding as of July __, 2012)  in dividend for the following: (i) 9,315,662 shares of FHA common stock on the 9,315,662 outstanding common shares of WZE.
Spin-Off Date		The spin-off date is July __, 2012.  Holders of record of WZE at the close of business on July __, 2012 will become entitled to receive the FHA common shares as outlined above.  In addition, their rights as holders of common shares of WZE will continue.
Spin-Off Ratio		Pursuant to the FHA common stock spin-off and associated distributions outlined above, there will be a dividend to WZE shareholders of FHA common stock based on 1 for 1 (100%) of the outstanding common shares of WZE.
Securities to be Distributed		Based on the information available to us as of June 6, 2012, FHA estimates that approximately 9,315,662 shares of FHA common stock will be issued on approximately 8,731,080 WZE common shares outstanding, and 584,582 WZE warrants and options that are currently outstanding but that we expect to be exercised before the date of the spin-off. The exact number of shares of FHA common stock to be distributed in connection with this spin-off will be determined based on the number of shares of WZE outstanding on the spin-off date.
		As part of the spin-off, FHA will be adopting a book-entry share transfer and registration system for its common stock. Instead of receiving physical share certificates, registered holders who currently hold certificates representing WZE will receive, for every  share of  WZE held on the spin-off date, one share of FHA common stock credited to book-entry accounts established for them by FHA’s transfer agent.
		Holders of WZE who hold shares in book-entry registered form do not need to take any action to receive their FHA shares.
		FHA’s transfer agent will mail an account statement to each registered holder stating the number of shares of FHA common stock credited to such holder’s account.  After the distribution, such holders may request that their shares of FHA common stock be transferred to a brokerage or other account at any time without charge. For stockholders who own WZE shares through a broker or other nominee, their shares of FHA common stock will be credited to their account by the broker or other nominee.                    6
Certain U.S. Federal Income Tax Consequences of the Spin-Off		The spin-off may be taxable to the recipient, as with any dividend.
Secondary Market		While there is a public market for shares of WZE (trading on NYSE MKT Exchange), there is currently no public market for FHA common stock.  FHA intends to apply for quotations of its common stock on the OTC Bulletin Board (the “OTCBB”) under a symbol yet to be determined.  FHA expects that trading on the OTCBB in FHA common stock will begin on the effective date of the spin-off, although there can be no assurance that we will be successful in this regard.
Relationship Between FHA and WZE Following the Spin-Off		FHA and WZE after the spin-off will provide for the allocation of employee benefits, tax and other liabilities and obligations attributable to periods before the spin-off. These also include arrangements with respect to interim services and a number of ongoing commercial relationships. For a more detailed description of these arrangements, see the section entitled “Relationship Between FHA and WZE Following the Spin-Off.”

 

Dividend Policy		Following this share distribution, neither WZE nor FHA anticipates paying any dividends on their respective common stock in the foreseeable future.
Appraisal Rights		Holders of WZE common shares have no dissenters’ rights of appraisal in connection with this spin-off of FHA common shares.
Transfer Agent and Registrar		Interwest Transfer Company Inc., 1981 East 4800 South, Suite 100, Salt Lake City, Utah 84117 is our stock transfer company.  Telephone: 801-272-9294; Fax: 801-277-3147; E-mail Address: Melinda@interwesttc.com.
Risk Factors		See the section entitled “Risk Factors” beginning on page 8 for a discussion of some of the factors you should carefully consider in connection with this spin-off.

  

SUMMARY FINANCIAL DATA

The Summary Financial Information, all of which has been derived from audited and unaudited financial statements included elsewhere in this Prospectus, reflects the operations of Interim for its operating history.  This information should be read in conjunction with the financial statements (audited as of and for each of the years ended December 31, 2011 and 2010, respectively contained in Appendix F and “Management’s Discussion and Analysis of Financial Condition and Results of Operation.”

 

Current Assets			December 31, 2011
Current Assets		$	953,008
Non-current Assets		$	1,278,523
Current liabilities		$	137,185
Long Term Liabilities		$	0

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RISK FACTORS

You should carefully consider each of the following risks and uncertainties associated with the spin-off, ownership of WZE common stock and FHA common stock and FHA’s business generally, as well as all of the other information set forth in this Prospectus.

Generally

The occurrence of any of the risks or uncertainties described below could significantly and adversely affect our business, prospects, financial condition and operating results.  Additional risks and uncertainties not currently known to FHA or WZE, or risks that currently are deemed immaterial may also impair our business. In any event, the trading price of WZE’s common stock (and FHA’s common stock, if any trading market develops for such stock) could decline, and the investor could lose part or all of his investment. The following are representative of those risks.   Such summary is not intended to be exhaustive of risks that are or may become relevant.

Investors should carefully consider the information presented below, including risks relating to FHA’s operations, uncertain market acceptance, competition, regulation, future capital needs and dependence on key personnel.

THE SECURITIES OFFERED PURSUANT TO THIS PROSPECTUS ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK.   RECIPIENTS OF FHA SHARES RECEIVED IN THIS SPIN-OFF SHOULD CAREFULLY READ THIS PROSPECTUS AND CONSIDER, ALONG WITH OTHER MATTERS REFERRED TO HEREIN, THE FOLLOWING RISK FACTORS.  EACH OF THESE RISK FACTORS COULD ADVERSELY AFFECT THE VALUE OF AN INVESTMENT IN FHA COMMON STOCK. THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK.

Risk Factors Relating to the Spin-Off

FHA may be unable to make the changes necessary to operate as an independent entity or may incur greater costs, which could prevent it from operating profitably.

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Interim was incorporated in Wyoming in 1991, and operates as a wholly owned subsidiary of FHA.  FHA does not have any material operations of its own and it may be deemed to be a holding company with respect to Interim. Following the spin-off, WZE will have no obligation (beyond that provided in the Separation Agreement) to provide financial, operational or organizational assistance to FHA.  As a consequence, FHA may not be able to implement successfully the changes necessary to operate independently.  FHA may also incur additional costs relating to operating independently that would cause its available funds to decline materially.  These costs include, but are not limited to, salaries for an executive team, investor relations, accounting and auditing services, legal fees and transfer agent costs.    FHA cannot assure you that once it becomes a stand-alone company, it will be profitable.

In addition, agreements that FHA has entered into in connection with the spin-off may require FHA’s and Interim’s business to be conducted differently than previously conducted and will cause its relationship with WZE to be different from what it has historically been. Historically, Interim has utilized the executive management team of WZE. Daily functions have been performed by WZE, which will become the responsibility of FHA.  These include maintaining accounting records; payment of bills; maintenance of the general ledger; producing financial results and providing information to the Franchisor.  WZE’s personnel provide the GAAP knowledge and accounting function. In the future, FHA may hire new personnel to perform these functions, in which case FHA will have to make the necessary changes in order to have a team with the appropriate knowledge.  In addition, there will be a time period during which new personnel will have to learn the systems.  Also, WZE’s executive team has provided the direction and leadership necessary for the growth experienced by Interim.  If FHA adds tothese team members, they will not necessarily set the same direction as the WZE executive team.  These differences may harm FHA’s operating results and financial condition.

All stockholders should consult their own tax advisors concerning the specific tax consequences of the spin-off of FHA common stock to holders of Wizzard common stock in light of their particular circumstances. This summary is not intended to be, nor should it be construed to be, legal or tax advice to any particular investor.

Wizzard has not obtained a ruling from the IRS that the spin-off will qualify as a tax-free transaction under Section 355 of the Code and a tax-free reorganization under Section 368(a)(1)(D) of the Code. On the basis of Wizzard’s position and opinion only and assuming that Wizzard common stock is a capital asset in the hands of a Wizzard stockholder on the distribution date:

·

holders of Wizzard common stock should not recognize any income, gain or loss as a result of the receipt of shares of FHA common stock in the spin-off;

·

holders of Wizzard common stock should apportion the tax basis of their Wizzard common stock between such Wizzard common stock and FHA common stock received in the spin-off in proportion to the relative fair market values of such stock at the time of the spin-off;

·

the holding period for FHA common stock received in the spin-off by holders of Wizzard common stock should include the period during which such holders held the Wizzard common stock with respect to which the spin-off was made; and

·

neither FHA nor Wizzard should recognize gain or loss as a result of the spin-off.

If the distribution were not to qualify as a tax-free spin-off, each Wizzard stockholder receiving shares of FHA common stock in the spin-off would be treated as if such stockholder had received a distribution in an amount equal to the fair market value of FHA common stock received, which would result in (1) a taxable dividend to the extent of such stockholder’s pro rata share of Wizzard’s current and accumulated earnings and profits, (2) a reduction in such stockholder’s basis in Wizzard common stock to the extent the amount received exceeds such stockholder’s share of earnings and profits and (3) a taxable gain to the extent the amount received exceeds the sum of the amount treated as a dividend and the stockholder’s basis in the Wizzard common stock. Any such gain would generally be a capital gain if the Wizzard common stock is held as a capital asset on the distribution date. In addition, Wizzard would recognize a taxable gain to the extent that the fair market value of FHA common stock distributed in the spin-off exceeded its tax basis in such common stock.

For a more detailed discussion, see the section entitled “Relationship Between FHA and WZE Following the Spin-Off—Arrangements Between FHA and WZE Relating to the Spin-Off” and “Tax Matters Agreement.”  WZE’s

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indemnification obligations to FHA and its subsidiaries, officers and directors are not limited by any maximum amount.

Registrant’s Accounting and Management Systems and Resources May Be Inadequate. 

FHA’s accounting and other management systems and resources may not be adequate to meet the financial reporting and other requirements to which FHA will be subject following the spin-off.  If FHA is unable to achieve and maintain effective internal controls, its operating results and financial condition could be harmed.

Prior to the spin-off, FHA was not directly subject to reporting and other requirements of the Securities Exchange Act of 1934 (the “Exchange Act”).  As a result of the spin-off, FHA will  be directly subject to reporting and other obligations under the Exchange Act, including the requirements of Section 404 of the Sarbanes-Oxley Act of  2002 (“Sarbanes-Oxley”). Sarbanes-Oxley will require annual management assessments of the effectiveness of FHA’s internal controls over financial reporting. FHA’s reporting and other obligations will place significant demands on its management and administrative and operational resources, including accounting resources.

To comply with these requirements, FHA may need to upgrade its systems, including information technology, implement additional financial and management controls, reporting systems and procedures and hire additional legal, accounting and finance staff.  If FHA is unable to upgrade its systems and procedures in a timely and effective fashion, it may not be able to comply with its financial reporting requirements and other rules that apply to public companies.  In addition, if FHA is unable to conclude that its internal controls over financial reporting are effective, FHA could lose investor confidence in the accuracy and completeness of its financial reports. Any failure to achieve and maintain effective internal controls could harm FHA’s operating results and financial condition.

FHA’s success will depend on its ability to retain key employees and recruit key management personnel.

One of FHA’s primary assets is its highly-skilled personnel.  These personnel could leave FHA and so deprive FHA of the skill and knowledge essential for performance of its existing and new business. Some of FHA’s employees may have additional or different responsibilities following the spin-off as a result of the fact that FHA will be an independent public company.  If any of FHA’s key personnel leaves for one of these or any other reason(s), it could harm FHA’s operating results and financial condition.

The spin-off arrangements between FHA and WZE require FHA to indemnify, defend and hold harmless WZE and their respective successors.

FHA negotiated and entered into the spin-off arrangements as a subsidiary of WZE.  Had these arrangements been negotiated with unaffiliated third parties, their terms might have been more favorable to FHA.  

FHA shall assume and agree to pay, perform, fulfill and discharge, and WZE shall have no responsibility for, (i) all liabilities under any Employee Arrangements, (ii) all employment or service-related liabilities with respect to (A) all Interim employees (and their dependents and beneficiaries), (B) former Interim employees (and their dependents and beneficiaries) whose last employment with WZE related primarily to the Interim business and (C) any individual who is, or was, an independent contractor, temporary employee, consultant, leased employee, or non-payroll worker.

WZE and Interim shall each bear its responsibility for payroll tax obligations and for the proper reporting to the appropriate Governmental Authorities of compensation earned by their respective employees after the Dividend Date, including compensation related to the exercise of options.

These arrangements require WZE to assume and/or indemnify FHA for, among other things, all past, present and future liabilities related to our business.  FHA shall indemnify, defend and hold harmless WZE and their respective successors and assigns from, against and in respect of any and all Indemnifiable losses arising out of, relating to or resulting from, directly or indirectly:

(a) the failure of FHA, any FHA Subsidiary or any other person to pay, perform, satisfy or otherwise promptly discharge any FHA liabilities in accordance with their respective terms, whether prior to or after the Dividend Date or the date hereof;

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(b) FHA, any FHA liability, and any FHA asset;

(c) FHA’s failure to observe from and after the Dividend Date its obligations under the Separation Agreement or any of the other separation documents;

(d) Any and all Liabilities arising out of or relating to the Separation, the Dividend, and/or the Registration Statement including, without limitation, any amounts it is required to pay to the Indemnified Parties  and (ii) all amounts WZE is required to pay to directors of FHA (c) but only to the extent not arising out of or relating to a WZE Indemnified Party’s failure to perform its obligations;

 (e) Liabilities arising out of or relating to the oversight and/or management of the businesses and affairs of WZE prior to the Dividend Date; provided, that FHA’s responsibility for any such Liabilities shall be based on an equitable allocation of such Liabilities between FHA and WZE, based on the extent to which, as applicable: (i) such Liabilities arose out of or relate to the FHA business, FHA assets, and/or FHA liabilities prior to the Dividend Date, and the WZE business, the WZE assets, and/or the WZE liabilities prior to the Dividend Date, and/or (ii) FHA or WZE, as the case may be, benefited from the relevant WZE activities prior to the Dividend Date.

Risk Factors Relating to FHA Common Stock

There is no public market for FHA’s common stock.

There is currently no public market for FHA’s common stock.  Prior to the completion of the spin-off, FHA will submit to a market maker the information that is required by Rule 15c2-11 of the SEC.  This information will be subject to review and final approval of FINRA, and we cannot assure you as to when we will be able to successfully complete this review process.  Unless and until we are successful in this regard, there will be extremely limited liquidity for FHA’s shares of common stock.

The market price and trading volume of FHA common stock may be volatile and may face negative pressure.

Before the spin-off, there was a trading market for WZE’s common stock but not for the shares of the FHA common stock.  WZE’s common stock will continue to be traded publicly while the FHA shares issued in the spin-off will trade publicly for the first time following the spin-off. Until, and possibly even after, orderly trading markets develop for FHA stock, there may be significant fluctuations in price. Investors’ interest may not lead to a liquid trading market and the market price of FHA common stock may be volatile. This may result in short- or long-term negative pressure on the trading price of shares of FHA common stock—or that of WZE.

The market price of FHA’s common stock may be volatile due to the risks and uncertainties described in this “Risk Factors” section, as well as other factors that may affect the market price, such as:

·

Conditions and publicity regarding the home healthcare, and health insurance industries generally;

·

Price and volume fluctuations in the stock market at large which do not relate to FHA’s operating performance; and

·

Comments by securities analysts or government officials, including those with regard to the viability or profitability of the home healthcare sector generally or with regard to our ability to meet market expectations.

The stock market has from time to time experienced extreme price and volume fluctuations that are unrelated to the operating performance of particular companies.

The market value of a share of FHA common stock received in the spin-off might be less than the market value of a share of WZE before the spin-off.

If the spin-off is completed as currently contemplated, holders of WZE shares will, after the spin-off, hold common stock of both WZE and FHA.  Because the two companies will largely be independent of each other thereafter, FHA cannot assure you that the public market for its common stock will be similar to the public market for that of WZE. Ultimately, the value of each share of FHA common stock will be principally determined in trading markets and

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could be influenced by many factors, including FHA’s operations, the growth and expansion of its business, investors’ expectations of its prospects, its credit worthiness, trends and uncertainties affecting the industries in which FHA competes, future issuances and repurchases of FHA common stock and general economic and other conditions. The market value of FHA’s common stock could be less than the market value before the spin-off or that of WZE’s market value aggregated with that of FHA.  In addition, the trading price of FHA common stock may decline following the spin-off.

Failure to meet financial expectations could have an adverse impact on the market price of FHA’s common stock.

FHA’s ability to achieve its financial targets is subject to a number of risks, uncertainties and other factors affecting its business and the home healthcare industry generally, many of which are beyond FHA’s control. These factors may cause actual results to differ materially. FHA describes a number of these factors throughout this document, including in these Risk Factors and in the section entitled “Special Note Regarding Forward-Looking Statements.”  FHA cannot assure you that it will meet these targets. If FHA is not able to meet these targets, it could harm the market price of its common stock.

Future sales of FHA stock could adversely affect its stock price and its ability to raise capital in the future.

 

Sales of substantial amounts of FHA common stock could harm the market price of its stock. This also could harm FHA’s ability to raise capital in the future. The shares issued in the spin-off will be freely tradable without restriction under the Securities Act of 1933 (the “Securities Act”) by persons other than “affiliates,” as defined under the Securities Act. Any sales of substantial amounts of FHA common stock in the public market, or the perception that those sales might occur, could harm the market price of FHA’s common stock.

Neither FHA nor WZE will solicit the approval of its stockholders for the issuance of authorized but unissued shares of FHA common stock unless this approval is deemed advisable by our board of directors or is required by applicable law, regulation or any applicable stock exchange listing requirements. The issuance of those shares could dilute the value of FHA’s outstanding shares of common stock.

Risk Factors Relating to FHA’s Business

FHA may pursue acquisitions, investments or other strategic relationships or alliances, which may consume significant resources, may be unsuccessful and could dilute holders of its common stock.

Acquisitions, investments and other strategic relationships and alliances, if pursued, may involve significant cash expenditures, debt incurrence, operating losses, and expenses that could have a material adverse effect on FHA’s financial condition and operating results. Acquisitions involve numerous other risks, including:

·

Diversion of management time and attention from daily operations;

·

Difficulties integrating acquired businesses, technologies and personnel into FHA’s business;

·

Inability to obtain required regulatory approvals and/or required financing on favorable terms;

·

Entry into new markets in which FHA has little previous experience;

·

Potential loss of key employees, key contractual relationships or key customers of acquired companies or of FHA; and

·

Assumption of the liabilities and exposure to unforeseen liabilities of acquired companies.

If these types of transactions are pursued, it may be difficult for FHA to complete these transactions quickly and to integrate these acquired operations efficiently into its current business operations. Any acquisitions, investments or other strategic relationships and alliances by FHA may ultimately harm our business and financial condition. In addition, future acquisitions may not be as successful as originally anticipated and may result in impairment charges.

FHA’s business activities are highly regulated and new and proposed government regulation or legislative reforms could increase FHA’s cost of doing business, reduce its revenues, profitability and liquidity or subject FHA to additional liability.

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FHA’s reimbursements for home healthcare services are subject to substantial federal and state regulation. These laws and regulations, along with the terms of FHA’s contracts and licenses, regulate how FHA does business, what services are offered and how FHA interacts with its customers, providers and the public. Laws and regulations applicable to FHA’s businesses are subject to frequent change and varying interpretations. Changes in existing laws or regulations, or their interpretations, or the enactment of new laws or the issuance of new regulations could adversely affect FHA’s business by, among other things:

·

Imposing additional license or registration requirements;

·

Increasing administrative and other costs;

·

Forcing FHA to restructure its relationships with providers; or

·

Requiring FHA to implement additional or different programs and systems.

Although FHA believes it can structure its operations to comply with the laws and regulations applicable to it, government officials charged with responsibility for enforcing such laws and regulations are entitled to audit FHA’s operations and may in the future assert that FHA (or transactions in which it is involved) are in violation of these laws or courts may ultimately interpret such laws in a manner inconsistent with FHA’s interpretation. Therefore, it is possible that future legislation and regulation and the interpretation of existing and future laws and regulations could have a material adverse effect on FHA’s ability to operate home healthcare agencies.

FHA is required to comply with laws governing the transmission, security and privacy of health information that require significant compliance costs, and any failure to comply with these laws could result in material criminal and civil penalties.

Regulations under the Health Insurance Portability and Accountability Act of 1996, or HIPAA, require FHA to comply with standards regarding the exchange of health information within the company itself and with third parties, including healthcare providers, business associates and FHA’s customers. These regulations include standards for common healthcare transactions, including claims information, plan eligibility, and payment information; unique identifiers for providers and employers; security; privacy; and enforcement. HIPAA also provides that to the extent that state laws impose stricter privacy standards than HIPAA privacy regulations, a state seeks and receives an exception from the Department of Health and Human Services regarding certain state laws, or state laws concern certain specified areas, such state standards and laws are not preempted.

FHA believes it can comply with the HIPAA guidelines for the adoption and implementation of appropriate policies and procedures for privacy, for transactions and code sets and for security standards. Given HIPAA’s complexity and the possibility that the regulations may change and may be subject to changing and perhaps conflicting interpretation, FHA’s ongoing ability to comply with the HIPAA requirements is uncertain. Furthermore, a state’s ability to promulgate stricter laws, and uncertainty regarding many aspects of such state requirements, make compliance with applicable health information laws more difficult. Sanctions for failing to comply with the HIPAA health information provisions include criminal penalties and civil sanctions, including significant monetary penalties.

 

FHA’s business model is heavily dependent on its ability to forge and maintain mutually beneficial business relationships with physicians and physician organizations.

FHA’s healthcare services are dependent upon recommendations from physicians and physician organizations such as hospitals and patient treatment facilities. Physicians and discharge personnel in healthcare facilities are the key to FHA’s ability to compete in the marketplace and its financial performance.

 

FHA’s success will be dependent upon, among other factors, its ability to successfully foster relationships with physicians and discharge personnel. FHA cannot assure that it can maintain the relationships in the future to obtain the referrals necessary to be competitive. The failure of FHA personnel to perform these functions could have an adverse impact on FHA’s competitive position, its growth and development, and its overall financial performance.

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FHA’s products and services compete in segments of the healthcare market that are highly competitive.

The principal competitive factors that affect FHA include: marketing products and services, managing costs to maintain competitive pricing, recruiting nurses and certified nursing aides for home healthcare services, delivering superior customer service, and aggressively managing costs.  FHA cannot assure you that it will be able to successfully compete against current and future competitors and grow and maintain its market share.

Any substantial sale of stock by existing shareholders could depress the market value of the stock of WZE and/or FHA, thereby devaluing the market price and causing investors to   risk losing all or part of their investment.

Stockholders, including directors and officers (among whom is Christopher Spencer) hold a large number of shares as of the date of this Prospectus, directly or indirectly of the outstanding shares of both WZE and FHA.  We can make no prediction as to the effect, if any, that sales of shares, or the availability of shares for future sale, will have on the market price of the shares prevailing from time to time of either company. Sales of substantial amounts of shares in the public market, or the perception that such sales could occur, could depress prevailing market prices for the shares. Such sales may also make it more difficult for WZE and/or FHA to sell equity securities or equity-related securities in the future at a time and price which it deems appropriate.

THE SPIN-OFF

Description of the Spin-Off/Restructuring Process

The spin-off will be effected through a stock dividend, (based on a 1 for 1 ratio of outstanding WZE capital stock) of the common stock of FHA (currently a wholly-owned subsidiary of WZE) to the common stockholders of WZE.  Specifically, each holder of record of WZE at the close of business on the record date (currently anticipated to be July __, 2012), will receive one share of FHA common stock for every share of WZE held by such holder on the spin-off date.

In order to be in compliance with the franchise agreement, WZE established a subsidiary, Future Healthcare of America (“FHA”).  WZE then transferred the ownership of Interim Healthcare of Wyoming Inc. (“Interim”) to FHA. FHA will be the parent company of Interim and will be the public company once the spin-off is completed.

Prior to the completion of the spin-off, FHA will submit to a market maker the information required by Rule 15c2-11 of the Securities and Exchange Commission (the “SEC”) as part of the process of applying for a trading symbol for quotations of its common stock on the OTC Bulletin Board (the “OTCBB”).  There can be no assurance as to when we will be successful in obtaining such a symbol.  Following the registered spin-off, and upon the approval of quotations for FHA’s common stock on the OTCBB, each of FHA and WZE will be independent, publicly-traded companies.  WZE files periodic reports with the SEC, and upon effectiveness of the Registration Statement, FHA will also be a company reporting to the SEC under the Securities Exchange Act of 1934.  (See “Risk Factors.”)

WZE is effecting the spin-off pursuant to the terms of the WZE Board of Directors’ June 8, 2012 resolution.  WZE currently owns all of FHA’s 1,000 common shares issued and outstanding. WZE currently has 8,731,080 issued and outstanding common shares and as of the record date of the spin-off it will have a total of 9,315,662 shares issued and outstanding.  In connection with the spin-off, FHA shares will be issued to WZE’s stockholders on a 1 for 1 basis, for every common share of WZE outstanding, as of the spin-off date, estimated to occur on or about July __, 2012.  (Because certain regulatory filings and notices must be made with regard to this spin-off, the exact record date is not presently precisely knowable.).  On the spin-off date, the Registrant will issue to each of WZE’s common shareholders as of the record date, July __, 2012, one share of FHA for every share of WZE held by each such shareholder.  FHA expects to issue 9,315,662 common shares to the WZE shareholders in this manner.  

There is currently a relatively liquid trading market for WZE common stock, the NYSE MKT Exchange trading symbol for which is WZE. Following the spin-off, WZE expects that its common stock will continue to be listed on the NYSE MKT exchange as WZE, and FHA common stock is expected to qualify for and be traded on the OTCBB under a symbol yet to be determined. Before we can obtain a symbol on the OTCBB, we will need to submit to a market maker the information required under Rule 15c2-11 of the SEC, which information will be subject to review

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and final approval by the Financial Industry Regulatory Authority (“FINRA”).  We cannot assure you that we will be able to obtain such approval in a timely manner.  Until we obtain such approval, we expect that there will be extremely limited liquidity for FHA’s shares of common stock.    See the Risk Factor “There is no public market for FHA’s common stock.”

The spin-off is expected to be effective as of 11 AM, New York City time, on the effective date of the spin-off, July __, 2012. To receive FHA common stock, you must be a holder of record of WZE at the close of business on July __, 2012.

Reasons for the Spin-Off

As a condition to the closing of the Share Exchange Agreement for WZE’s acquisition of Digital HKCo, WZE is to complete the spin-off of its home healthcare operations through a special dividend to its stockholders as a separate public corporation.  The Share Exchange Agreement provides that Universal Entertainment Group Limited, a British Virgin Islands corporation that owns 100% of the issued and outstanding shares of Digital HKCo, will not be deemed a stockholder of WZE for purposes of the spin-off and will not be entitled to participate therein.  The spin-off will be subject to the prior approval of the Share Exchange Agreement by the common stockholders of WZE at WZE’s annual meeting of stockholders, which is scheduled to be held on Monday, July 30, 2012.

FHA is the wholly-owned subsidiary of WZE.   FHA desires a new price/capital structure as it moves to the OTCBB and becomes a reporting company while permitting WZE to become an independent entity pursuing its separate business plan.   Originally, Interim was acquired by Wizzard with the plan to incorporate speech recognition as a data input method into the nurse/back-office workflow process to realize increased efficiencies.  Nurses could then call daily reports into the main office over the telephone and such reports would be immediately transcribed and turned into text-based records for the billing process.  However, it is management’s belief that there are now more productive devices and methods available besides speech recognition to gather data such as iPhones, iPads, etc. As a result, management feels there is no longer any true synergy between Wizzard’s software and digital media business and its healthcare business.  This is one of the core reasons for the proposed spin-off in addition to other benefits described below.  

 

On April 5, 2012, WZE’s board of directors approved the spin-off of Interim into an independent publicly reporting and trading company.  On June 8, 2012, after discussions with representatives of Interim’s franchisor, Interim Services, Inc., and in order to ensure compliance with its franchise agreements, WZE’s Board of Directors resolved to form FHA as a wholly-owned subsidiary and to assign all of  WZE’s shares of Interim to FHA.  After the spin-off of FHA, it will remain as the parent holding company of Interim, and Interim will continue as an operating entity subsidiary of FHA.  In addition to the reasons set forth above, the reasons for the spin-off consist principally of the following, all of which are supported by both FHA and WZE and their respective managements.

Increased competitiveness by allowing greater managerial focus.   If the Share Exchange Agreement is closed and Digital HKCo becomes a wholly-owned subsidiary of WZE, WZE’s will have an even sharper business focus on the media industry than it currently has.  Conflicting business priorities within the WZE structure and diverted management attention both within WZE and within FHA may affect both FHA’s ability to compete as effectively as it could if it were separated from WZE and WZE’s ability to compete as effectively as it could if its corporate structure were more clearly focused on the media industry.  After the spin-off, WZE will be a smaller company with a greater business focus and FHA will similarly be more focused on its business operations.  Each company’s Board of Directors and management team will be focused solely on their respective businesses, without concern for the potentially conflicting strategic needs of WZE’s other businesses.  As a result, it is expected that each company will be in a better position to compete, grow and serve its customers through quicker decision making, more efficient deployment of resources, increased operational agility and enhanced responsiveness to customers and markets.

Enable WZE and FHA to use stock more efficiently as an acquisition currency.   The ability to expand through selective acquisitions and partnerships is expected to be important to each company’s continued success.  Management believes the spin-off will enable each company to use its own stock more effectively as currency in acquiring, merging and otherwise making strategic investments in or partnering with other companies.   For these reasons, FHA expects that, after the spin-off, it will have greater autonomy and control over the use of its equity than now with FHA being a subsidiary of WZE.  For more information regarding these limitations, see the

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section entitled “Relationship Between FHA and WZE Following the Spin-Off—Arrangement Between FHA and WZE Relating to the Spin-Off—Tax Matters Agreement.”

Enhance stockholder influence on the outcome of stockholder voting.   Under the current structure, the Board of Directors of WZE has absolute voting power over FHA’s outstanding common stock. This disproportionate voting power affords WZE’s Board the ability to control the outcome of stockholder votes - even if the matter involved a divergence or conflict of the interests of FHA and WZE.  The spin-off will vest in FHA (previously WZE) shareholders all of the voting rights associated with FHA’s common stock and, as a result, afford its holders enhanced influence over the affairs of FHA.

Other Considerations

The WZE Board of Directors considered other factors relating to the spin-off, including its expectation that the spin-off will qualify as a tax-free exchange for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code and will eliminate risk not directly associated with FHA’s business. The WZE Board of Directors also considered other potential risks and consequences to FHA and WZE associated with the spin-off, including those relating to FHA that are described in “Risk Factors—Risk Factors Relating to the Spin-Off,” but believed that the considerations described above outweighed those risks. We urge you to read all of the risk factors described in this Prospectus.

The Restructuring; Spin-Off Ratio

The spin-off is expected to be effective at 11 AM, New York City time, on July __, 2012. The spin-off will be effected through an initial stock dividend (based on a 1 for 1 ratio on outstanding capital stock of WZE) by WZE to its common stockholders.  Those FHA shares will then be issued on a pro rata basis to all WZE shareholders.  Specifically, each holder of record of WZE at the close of business on July __, 2012 will receive on the spin-off date one share of FHA common stock for every share of WZE held by such WZE shareholder.

WZE IS NOT SEEKING STOCKHOLDER APPROVAL OF THE SPIN-OFF, AND HOLDERS OF WZE HAVE NO APPRAISAL RIGHTS IN CONNECTION WITH THE SPIN-OFF FROM AND AFTER THE SPIN-OFF DATE.

To be entitled to receive shares of our common stock in the dividend, holders of WZE must be stockholders at the close of business on July __, 2012.

The Spin-off of FHA

As part of the spin-off, FHA will be adopting a book-entry share transfer and registration system for its common stock. Instead of receiving physical share certificates, registered holders who currently hold certificates representing WZE common stock will receive, for every share of  WZE held on the spin-off date, one share of FHA common stock credited to book-entry accounts established for them by FHA’s transfer agent and a pro rata share of FHA’s common shares.

Our transfer agent will mail an account statement to each registered holder stating the number of shares of WZE common stock credited to such holder’s account. After the distribution, holders may request that their shares of FHA common stock be transferred to a brokerage or other account at any time without charge.  For stockholders who own WZE shares through a broker or other nominee, their shares of our common stock will be credited to their account by the broker or other nominee.

From and after the spin-off date, holders of WZE will become holders of FHA common stock, and their rights as holders of WZE will continue.

John Busshaus, CFO of WZE has been appointed to respond to any shareholder questions about the spin-off.  Questions and requests for assistance and additional copies of this Prospectus should be directed to Mr. Busshaus at (412) 621-0902.

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Results of the Spin-Off

Upon completion of the spin-off, FHA will be an independent public company owning all of the issued and outstanding shares of Interim, which will continue to operate its home healthcare businesses as a wholly-owned subsidiary of Interim, while WZE will have ownership in its other operating subsidiary, Webmayhem Inc. dba “Libsyn.”  For a discussion of the post spin-off businesses, with emphasis on that of FHA, see the section entitled “FHA and Our Business.” Immediately after the spin-off, FHA expects it will have approximately 7,000 common shareholders of record of shares of its common stock and approximately 9,315,662 shares of common stock outstanding. The exact number of shares to be issued in the spin-off will be determined based on the number of shares of WZE outstanding on the spin-off date. The exact number of FHA shares that will be outstanding immediately after the spin-off will also be known at that time.

Listing and Trading of FHA Common Stock

Currently, there is a relatively liquid public market for WZE common stock (traded on NYSE MKT Exchange).  FHA intends to apply for quotations of its common stock on the OTCBB.  FHA cannot assure investors as to when, or if, it will be successful in this regard or as to the price at which its common stock (or that of WZE) will trade. The trading prices of FHA common stock after the spin-off may be less than, equal to or greater than the trading price of the restructured WZE and FHA stock in the aggregate before (or after) the spin-off.  Shares of our common stock issued in the spin-off will be freely transferable, except for shares received by those who may have a special relationship or are affiliates.  Those who may be considered FHA affiliates after the spin-off generally include individuals or entities that control, are controlled by or are under common control with FHA. This may include some or all of FHA’s officers and directors.  Persons who are FHA affiliates will be permitted to sell their shares only pursuant to an effective Registration Statement under the Securities Act of 1933, as amended, and/or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Rule 144 thereunder, specifically including the permitted number of shares. For more information on trading in shares of FHA common stock, see the section entitled “Shares Eligible for Future Sales.”

Reason for Furnishing this Prospectus

We are furnishing this Prospectus to provide information to holders of WZE who will be issued FHA shares in the spin-off. It is not, and is not to be construed as, an inducement or encouragement to buy or sell any of FHA’s securities or those of WZE. The information contained in this Prospectus is believed by us to be accurate as of the date set forth on its cover. Changes may occur after that date, and neither FHA nor WZE are required to update the information except in   the normal course of our public disclosure obligations and practices.

Expenses

The expenses of the spin-off are estimated to be approximately $50,000. These expenses will be borne by WZE prior to the spin-off and by FHA after the spin-off.  The expenses to be borne by WZE prior to the spin-off include legal fees, consulting services, wages for executive team and accounting.  After the spin-off, FHA will incur expenses including, investor relations, annual audit fees, quarterly reviews, legal counsel, accounting software and systems and wages for the executive team.

Accounting Consequences of the Spin-Off

Following the spin-off, FHA will account for its assets and liabilities based on the historical values at which they were carried by Interim immediately prior to the spin-off (and deducted from WZE’s financials in such amount).  The financial statements attached to this Prospectus include the historical financial information for Interim and its other subsidiaries, including FHA.  Pro forma financial statements of FHA after the spin-off have been provided.  See the section “Pro Forma Financial Information”, which reflect the capital structure as defined by the spin-off above to show one share of common stock for every share previously reported.

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U.S. Federal Income Tax Consequences of the Spin-Off

The following is a summary of material U.S. federal income tax consequences relating to the spin-off. The summary is based on the Internal Revenue Code, the Treasury regulations promulgated thereunder, and interpretations of the Internal Revenue Code and Treasury regulations by the courts and the Internal Revenue Service, all as they exist as of the date of this document and all of which are subject to change at any time, possibly with retroactive effect.

This summary does not discuss all tax considerations that may be relevant to stockholders in light of their particular circumstances, nor does it address the consequences to stockholders subject to special treatment under the U.S. federal income tax laws, including, without limitation:

·

Non-U.S. persons;

·

Insurance companies;

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Dealers or brokers in securities or currencies;

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Tax-exempt organizations;

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Financial institutions;

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Mutual funds;

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Pass-through entities and investors in such entities;

·

Holders who hold their shares as a hedge or as part of a hedging, straddle, conversion, synthetic security, integrated investment or other-risk reduction transaction;

·

Holders who are subject to the alternative minimum tax; or

·

Holders who acquired their shares upon the exercise of employee stock options or otherwise as compensation.

In addition, this summary does not address the U.S. federal income tax consequences to those WZE holders who do not hold their WZE shares as a capital asset. Finally, this summary does not address any state, local or foreign tax consequences.

Investors are urged to consult their own tax advisor concerning the U.S. federal, state and local and any non-U.S. tax consequences of the spin-off.

All stockholders should consult their own tax advisors concerning the specific tax consequences of the spin-off of FHA common stock to holders of Wizzard common stock in light of their particular circumstances. This summary is not intended to be, nor should it be construed to be, legal or tax advice to any particular investor.

Wizzard has not obtained a ruling from the IRS that the spin-off will qualify as a tax-free transaction under Section 355 of the Code and a tax-free reorganization under Section 368(a)(1)(D) of the Code. Assuming that Wizzard common stock is a capital asset in the hands of a Wizzard stockholder on the distribution date:

 

	•		holders of Wizzard common stock should not recognize any income, gain or loss as a result of the receipt of shares of FHA common stock in the spin-off;

 

	•		holders of Wizzard common stock should apportion the tax basis of their Wizzard common stock between such Wizzard common stock and FHA common stock received in the spin-off in proportion to the relative fair market values of such stock at the time of the spin-off;

 

	•		the holding period for FHA common stock received in the spin-off by holders of Wizzard common stock should include the period during which such holders held the Wizzard common stock with respect to which the spin-off was made; and

 

	•		neither FHA nor Wizzard should recognize gain or loss as a result of the spin-off.

If the distribution were not to qualify as a tax-free spin-off, each Wizzard stockholder receiving shares of FHA common stock in the spin-off would be treated as if such stockholder had received a distribution in an amount equal to the fair market value of FHA common stock received, which would result in (1) a taxable dividend to the extent of such stockholder’s pro rata share of Wizzard’s current and accumulated earnings and profits, (2) a reduction in such stockholder’s basis in Wizzard common stock to the extent the amount received exceeds such stockholder’s share of earnings and profits and (3) a taxable gain to the extent the amount received exceeds the sum of the amount

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treated as a dividend and the stockholder’s basis in the Wizzard common stock. Any such gain would generally be a capital gain if the Wizzard common stock is held as a capital asset on the distribution date. In addition, Wizzard would recognize a taxable gain to the extent the fair market value of FHA common stock distributed in the spin-off exceeded its tax basis in such common stock.

In connection with the spin-off, WZE and FHA will enter into a Tax Matters Agreement under which each will agree to be responsible for certain liabilities and obligations following the spin-off.  In general, under the terms of the Tax Matters Agreement, in the event that the spin-off, together were to result in greater taxes as a result of the failure of one party to act or an omission, the party responsible for such failure or omission would be responsible for all taxes imposed on the other resulting from such actions or inactions.  For a more detailed discussion, see the section entitled “Relationship between FHA and WZE Following the Spin-Off—Arrangement Between FHA and WZE Relating to the Spin-Off—Tax Matters Agreement”. The indemnification obligations of each to the other and its subsidiaries, officers and directors are not limited in amount or subject to any cap. If required to pay on the indemnity under the circumstances set forth in the Tax Matters Agreement, either may be subject to substantial liabilities.

DIVIDEND POLICY

FHA does not anticipate, following the spin-off, paying any dividends on its common stock in the foreseeable future because it expects to retain its earnings for use in the operation and expansion of its business.  Any such payment and amount of dividends will be subject to the discretion of FHA’s Board of Directors and will depend, among other things, on its financial condition, results of operations, cash requirements, future prospects and other factors that may be considered relevant by FHA’s Board of Directors.

RELATED PARTY TRANSACTIONS

While the respective FHA and/or WZE Boards have not adopted a written Related Party Transaction Policy for the review, approval and ratification of transactions involving the “related parties” of FHA, related parties are deemed to be directors and nominees for director, executive officers and immediate family members of the foregoing, as well as security holders known to beneficially own more than five percent of our common stock. The policy covers any transaction, arrangement or relationship, or series of transactions, arrangements or relationships, in which WZE and/or FHA was, is or will be a participant and the amount exceeds $10,000, and in which a related party has any direct or indirect interest.  The policy is administered by the appropriate Board acting as a committee of the whole.

In determining whether to approve or ratify a related party transaction, the appropriate Board will consider whether or not the transaction is in, or not inconsistent with, the best interests of the appropriate company.  In making this determination, the appropriate Board is required to consider all of the relevant facts and circumstances in light of the following factors and any other factors to the extent deemed pertinent by the committee:

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The position within or relationship of the related party with FHA and/or WZE;

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The materiality of the transaction to the related party and FHA and/or WZE, including the dollar value of the transaction, without regard to profit or loss;

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The business purpose for and reasonableness of the transaction, taken in the context of the alternatives available for attaining the purposes of the transaction;

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Whether the transaction is comparable to a transaction that could be available on an arms-length basis or is on terms and conditions offered generally to parties that are not related parties;

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Whether the transaction is in the ordinary course of FHA and/or WZE business and was proposed and considered in the ordinary course of business; and

·

The effect of the transaction on FHA and/or WZE business and operations, including on internal control over financial reporting and system of disclosure controls or procedures, and any additional conditions or controls (including reporting and review requirements) that should be applied to such transactions.

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The policy contains standing pre-approvals for certain types of transactions which, even though they may fall within the definition of a related party transaction, are deemed to be pre-approved by FHA and/or WZE given their nature, size and/or degree of significance to the appropriate company. These include compensation arrangements with directors and executive officers for which disclosure is required in the proxy statement and sales of products or services in the ordinary course of business, including sales through FHA and/or WZE e-commerce websites.

In the event FHA and/or WZE inadvertently enters into a related party transaction that requires, but has not received, pre-approval under the policy, the transaction will be presented to the appropriate Board for review and ratification promptly upon discovery. In such event, the committee will consider whether such transaction should be rescinded or modified and whether any changes in our controls and procedures or other actions are needed.

The following inherent or potential conflicts of interest should be considered by prospective investors before subscribing for Shares.  For a discussion of the conflicts of interest between FHA and WZE, see “Relationship Between FHA and WZE Following the Spin-off.”

WZE and FHA believe that any past transactions with their affiliates have been at prices and on terms no less favorable to FHA than transactions with independent third parties.  FHA may enter into transactions with its affiliates in the future.  However, FHA intends to continue to enter into such transactions only at prices and on terms no less favorable to FHA than transactions with independent third parties.  In that context, FHA will require any director or officer who has a pecuniary interest in a matter being considered to excuse himself or herself from any negotiations.  In addition, a majority of the Board is (and must continue to be) neither an officer nor have a pecuniary interest (other than as a shareholder or director) in any transactions with FHA.  We have no transactions that require disclosure under Item 404 of Regulation S-K.  In turn, commencing immediately, a majority of the independent Board of Directors members (defined as having no pecuniary interest in the transaction under consideration) will be required to approve all matters involving related parties.  FHA has the required number of independent Board of Director members as required by Item 407(a) of Regulation S-K.  Interwest Transfer Company, Inc. will be engaged to assure proper issuance of the FHA stock to the WZE shareholders.

FHA AND WZE

WZE Overview

Founded in 1995, the business of Wizzard presently includes Media, Software and Healthcare.   WZE’s core focus is on our Media business, which consists of providing podcast hosting, distribution, audience analysis, advertising and app sales for podcast producers worldwide.  Our Software business focuses on selling and supporting speech recognition and text-to-speech technology from IBM and AT&T. Our Healthcare business focuses on providing home health services and healthcare professional staffing in the Western part of the United States.  

Podcast Hosting and Media Services - Wizzard Media provides a web based podcast distribution platform for podcast producers wanting to broadcast their audio or video show to people worldwide, in most cases through RSS distribution.  Wizzard Media hosts over 1 million podcast episodes for over 10,000 podcast shows and distributes them to over 20 million unique monthly audience members.  Wizzard’s service accumulates and provides audience statistics as well as provides advertising sales, ad insertion and App creation and sales to help podcasters generate revenue.  Wizzard receives all publishing revenues generated and at least 50% of advertising and App sales revenues.

Speech Tools & Engine - Wizzard markets IBM and AT&T developer tools through agreements with those companies and receives a portion of the licensing fees collected.  Wizzard offers Text-To-Speech Engines from IBM and AT&T to software developers and businesses around the world, as well as speech recognition engines from IBM. Wizzard receives payments for each copy/license distributed by its customers and in turn, pays a percentage of that payment to IBM or AT&T.

Home Healthcare Services – FHA’s wholly-owned subsidiary, Interim, is a state licensed and Medicare certified home health agency.  In addition, Interim provides temporary staffing of healthcare professionals to facilities across the states of Wyoming and Montana.

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WZEs’ principal executive offices consist of approximately 3,100 square feet of office space located at 5001 Baum Boulevard, Suite 770, Pittsburgh, Pennsylvania 15213.  Our telephone number is (412) 621-0902.  We also maintain offices in Casper, Wyoming and Billings, Montana.

Future Healthcare of America

The registrant, FHA, is a Wyoming corporation located at 1010 East First Street -- Suite A, Casper, Wyoming 82601 (Telephone: 307-266-1152).  FHA is a subsidiary of WZE, and will be spun-off as a separate entity as discussed elsewhere in this Prospectus. Based in Casper, Wyoming and Billings, Montana, FHA’s subsidiary, Interim, has been serving its community for 18 years and is part of the fast growing home health segment of the healthcare industry, providing a wide range of visiting nurse services to the elderly, wounded and sick. It is one of the 300 home health agencies that comprise the Interim Health Care network, the largest home healthcare franchise in the United States. Interim is a franchisee of Interim Health Care.  

The Healthcare Opportunity

According to the U.S. Bureau of the Census, ( Statistical Abstract of the United States, 2010 edition, Table 127), U.S. healthcare spending has grown rapidly in the latter half of the 20 th century and continues to accelerate, from $28 billion in 1960 to more than $2.5 trillion in 2009, which accounted for 17% of the Gross Domestic Product (“GDP”), up from 5% in 1960.  National healthcare spending is projected to increase by an average of 7% each year throughout the next decade, and will consume an expanding share of the U.S. economy, almost doubling to approximately $4.5 trillion or nearly 20% of GDP by 2019. (CMS National Health Expenditure Projections)

The delivery of healthcare is funded through a variety of private payers and public programs.  Privately funded healthcare includes private health insurance companies, employers that self-fund their employee medical benefits under ERISA, patient’s out-of-pocket costs and philanthropy.  Public spending by federal and state governments on the Medicare, Medicaid and SCHIP programs accounts for more than one third of the country’s healthcare spending and almost three quarters of all public spending on health care.  It is Wizzard Management’s belief that government funding will increase at a faster rate as a result of the accelerated growth in Medicare as the baby boomer generation began to reach age 65 and eligible for Medicare as of January 1, 2011, and as government’s role in the entire healthcare system is enlarged.

Healthcare costs are expected to put severe pressure on government, employers, small businesses, retirees, the general public and the overall economy. As health care costs have climbed, so has the number of people who do not qualify for either public or private healthcare funding. Even during the period of overall economic growth, an estimated 45 million people of all ages remained without healthcare funding or “uninsured.”  The unprecedented combination of rapidly rising health care costs and eroding public and private health insurance coverage raises concerns about the ability of families to obtain timely medical care and protect their finances from healthcare expenses.

Reform of the present healthcare and healthcare financing systems has assumed top priority on the domestic policy agenda.  The House of Representatives passed its comprehensive health insurance reform legislation on November 7, 2009 by a two vote margin. On March 23, 2010, President Obama signed healthcare reform into law.  A Kaiser Family Foundation survey released in March 2011 showed 52 percent of those surveyed still don’t think they have enough information to understand how the law affects them.  Both the intended and unintended consequences of reform will create opportunities for the development and growth of FHA’s business model.

Currently, FHA provides services in Wyoming and Montana exclusively, however, Management plans to aggressively pursue multiple synergistic acquisitions of other home healthcare and related healthcare businesses across the U.S. and grow its business aggressively.  FHA plans to expand its services in its current markets and the new markets it enters through acquisition based on opportunities Management identifies as a result of new governmental regulations being implemented at this time.  For example, with the recent passage of Electronic Medical Records (EMR) legislation, it is estimated that over 5,000 new EMR IT related jobs will be generated which could significantly increase FHA’s staffing business on a local level and provide opportunity for FHA to expand its staffing business nationally.  Additionally, through the use of new mobile technologies such as smart

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phones and iPads, FHA plans to increase efficiencies and take advantage of newly created opportunities as a result of new legislation and as a result, potentially increase profits.  

Franchisor Information

Interim HealthCare Overview

Interim HealthCare is the nation's oldest leading home care and medical staffing company. Founded in 1966, there are more than 300 independently owned franchise locations nationwide. Interim HealthCare's independent franchisees employ more than 75,000 health care workers and provide nurses, therapists, aides and other health care personnel to approximately 50,000 people each day.  Based in Casper, Wyoming and Billings, Montana, FHA’s wholly-owned subsidiary, Interim HealthCare of Wyoming (“Interim”) is an independent franchisee of Interim HealthCare that has been serving its community for 18 years and is part of the fast growing home health segment of the healthcare industry, providing a wide range of visiting nurse services to the elderly, wounded and sick. It is one of the 300 independent home health agencies that comprise the Interim HealthCare network.

Home Care Nursing

Through trained health care professionals, Interim provides a broad array of home care services including senior care and pediatric nursing; IV therapy; physical, occupational and speech therapy. Employing a home health care professional is an important decision, and one in which most people have little training or practice. “Interim HealthCare” is a name that is trusted by physicians and patients. Interim offices deliver appropriate high quality home care and treat each patient with genuine, compassion, kindness and respect.   With a network more than 300 offices nationwide, Interim HealthCare franchisees provide health care professionals at all skill levels, including registered nurses, therapists, LVN's, LPN's and home health aides. From the tiniest pediatric patients to the oldest seniors, the professionals employed by franchisees are sensitive to the needs of both patients and their families.

Hospice

Interim's Hospice and Palliative Care Program is a compassionate, patient-centered approach to medical care and support for people at end-of-life and their families. It is based on a philosophy of improving the quality of life when quantity of time is limited. Interim's Hospice offices provide physical, emotional and spiritual support to patients and those who love and care for them. Interim HealthCare Hospices believe that each person has the right to die pain-free and with dignity - and that loved ones deserve the necessary support to allow them to do so.

Hospice Care was created to support patients who are facing a terminally ill condition, as well as support for their families or caregivers. Although Hospice Care has been available for over 30 years, many patients don't learn about this compassionate model of care until the end days of a terminally ill condition.

The nation's Hospice programs served more than 1.4 million patients last year. Yet for every person who received Hospice Care, it is estimated that another individual who would have benefited went without this compassionate care at the end of his or her life.

Hospice is not a place, but a special kind of palliative care focusing on relief of pain, symptom control, spiritual and emotional support. The majority of Hospice Care takes place in the home, where the person can be surrounded by family and familiar settings. An escalated level of Hospice Care is available to provide more intensive medical services in a hospital, nursing home or a special Hospice House.

Hospice is not about giving up, but instead focuses on quality of life - making the wishes of the patient and family caregivers a priority.

Medical Staffing

Interim Healthcare's network of franchise health care offices provide nurses, allied health professionals, therapists, occupational health services and vendor management to hospitals, prisons, schools, corporations and other health care facilities.

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Today, the challenges of supplemental staffing have become much more complex. Facilities have a growing need for qualified health care staff and employees are looking for more control with their careers. Interim Healthcare’s success is based on its ability to recruit the best health care professionals and the responsiveness of its local managers and owners.

With its network of more than 300 franchise and branch offices, Interim Healthcare provide nurses, allied health professionals, therapists and physicians, occupational health services and vendor management from coast to coast. Interim is a franchisee of Interim HealthCare and is a part of this network.

Senior Home Care

Interim Healthcare franchises offer senior care services that provide an enriched personalized quality of life as well as superior non-medical care and companionship for the elderly. Home Care Professionals include Homemakers, Companions and Home Care Aides who understand special elder care needs and take a personal interest in helping seniors lead enriched lives that continue to expand with meaning and purpose.

FHA’s Business

Our business consists of providing healthcare services for those in need.  We record all revenue and expenses and provide all services under one umbrella.  The breakout below between HomeCare and Staffing is for illustration purposes only.

Home Care

Through trained health care professionals, FHA provides home care services including senior care and pediatric nursing; physical, occupational and speech therapy.  FHA offices deliver quality home care and treat each patient with genuine, compassion, kindness and respect.   FHA provide health care professionals at all skill levels, including registered nurses, therapists, LPN's and certified home health aides. FHA derives is revenue from multiple payer sources.  These include Medicare, Medicaid, Insurance, Medicaid LTW, and Private Payers.  Because our locations are located in areas that do not contain a large population base (less than 200,000 residents), we continually explore opportunities to increase our revenue with our current payer sources and expand through new sources of revenue.   The healthcare team is utilized across all payer sources, including staffing services.  Our customer base comes from referrals from hospitals, rehab facilities, nursing homes, assisted living facilities and previous patients.

In additional to our professional team, we employ a management team at each facility to handle the day to day direction of the office.  This is provided by our Administrators.  We also have a Director of Nursing in each location. This person is responsible for the day to day oversight of the service providers and ensuring the certified professionals obtain the necessary training to maintain their certificates as well as the training necessary to be in compliance with all regulating organizations.

Staffing

FHA offices provide nurses, nurse aides and management services to hospitals, prisons, schools, corporations and other health care facilities.  FHA success is based on our ability to recruit the best health care professionals and the responsiveness of our local managers to fill the needs of our clients in a timely manner.   Additionally, we work with our clients should they decide they would like to hire our service professional on a full time basis.  Another key to our success is the personal relationship that our management and sales team build with each of our existing and new clients.  As noted previously, in order to reduce turnover of our service team by providing as many hours as possible, similar to the hours of a full-time employee, we utilize the same service team members across all payer sources.

Franchise Agreement

The material terms of the franchise agreement with Interim Healthcare (IHC) are outlined below:

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To utilize the plans and procedures of IHC in the operation of a franchise of Interim;

To utilize the trade names INTERIM HEALTHCARE and INTERIM HEALTHCARE STAFFING and the service marks of IHC associated with such trade names; and

To operate an “INTERIM HEALTHCARE” franchise for the sole purpose of providing:

(1)

“In-Home Services,” which shall consist of providing the following services to patients whenever the primary payment source is not a facility:

(i)

personnel to provide nursing and related health care services, and

 (2) “Health Resource Services,” which shall consist of providing the services and products listed in above to patients whenever the primary payment source is a facility, plus providing the following services directly to facilities:

(i)

permanent placement services with respect to health care management and support occupations, nurses, companions, aides and other health care related occupations,

(ii)

temporary personnel to provide staffing services with respect to health care management and support occupations, nurses, companions, aides and other related health care occupations,

(iii)

“vendor on-premise” services, management services and similar services,

FHA shall not provide any services not specifically described above, including, but not limited to, physicians, chiropractors, podiatrists, dentists and doctors of osteopathy, without the prior written consent of IHC.

IHC agrees to furnish or provide the following services or assistance in the operation of FHA:

(a)

Train FHA in the operation of the franchise;

(b)

Furnish appropriate manuals which will be updated from time-to-time;

(c)

Keep FHA informed with respect to new developments and procedures in the operation of this franchise;

(d)

Cooperate with FHA in obtaining contracts for its services from potential customers;

(e)

Assist in the development and preparation of sales and promotional campaigns and materials;

(f)

Wherever possible, and with the cooperation of IHC’s other franchisees, obtain master insurance policies for the benefit of IHC and its franchisees, including FHA;

(g)

Analyze periodically the sales program, promotional efforts, financial status and other aspects of FHA’s business, all of which shall be based on data submitted by FHA, and to make suggestions based on such analysis;

(h)

Counsel and assist FHA in the administration of its insurance program and claims, and the handling of its payroll taxes and unemployment claims, based upon information submitted by FHA; and

(i)

Furnish national account leads as applicable.

FHA agrees that it will, in good faith, develop, maintain and promote the business and public image of IHC and any trademarks, trade names and service marks, the use of which are granted to FHA by IHC.  FHA shall continuously and prominently display said trademarks, trade names and service marks in connection with all aspects of its business, and will neither perform nor fail to perform any act, the result of which might detract from the uniform public image of IHC’s business or its trademarks, trade names and service marks.  FHA further agrees to adhere to IHC’s written operational and clinical policies, procedures, regulations and quality standards uniformly applicable to all of its franchisees, as set forth in IHC’s manuals and other written materials provided to FHA.

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(b)  Franchisee shall conduct the  FHA shall conduct the business in accordance with all of IHC’s written operational and clinical policies, procedures, regulations and quality standards, and with all applicable laws, statutes, rules and regulations.

           

FHA shall obtain, and maintain throughout the term of the Franchise Agreement and any extensions or renewals hereof, all licenses, permits, certificates of need and similar authorizations which are necessary or appropriate to the operation of the business described herein.  In the event that FHA shall be required or permitted by law to secure an employment agency license, certificate of need, home health agency license or other form of occupational business license or certificate, the conditions of such license or certificate, to the extent permitted by law, shall provide that the license or certificate, or the rights thereto, shall be assignable to IHC upon termination of the Franchise Agreement, and FHA hereby agrees to assign any such license or certificate, or the rights thereto, to IHC or its nominee upon termination of the Franchise Agreement.

FHA agrees to purchase and continuously maintain the minimum insurance coverages required by IHC.  FHA agrees to add IHC as an additional insured to any of its policies wherever possible.

FHA agrees to pay to IHC a weekly service charge on all sales at the rate of 5.25% of such sales, due and payable at the office of IHC on the Friday next succeeding the week during which such sales have occurred. If FHA is in good standing on the date weekly service charges are due, the weekly service charge on FHA’s Medicaid sales only shall be reduced to 3.25% of such sales.

FHA’s Growth Strategy

Following the completion of the spin-off, FHA plans to grow the company through aggressive, opportunistic acquisitions of other similar and related businesses.  Management believes that there are several market and economical conditions that make this strategy timely and with substantial potential upside, including: 1) Limited access to capital/credit for acquisitions under $10 million from traditional banks and lenders for private individuals (private individuals make up the majority of purchasers of sub $10 million home healthcare agencies); 2) Uncertainty in the industry due to recent passage of healthcare legislation which has the potential to affect profit margins in the home healthcare market; 3) An overhang of home healthcare agencies for sale due to limited demand during the recession; 4) A drop in acquisition prices due to lowered EBITDA over the past three years.  

As a result, Management believes there is substantial opportunity to acquire profitable, successful home healthcare and related businesses at better than average prices, in part, due to our ability to more easily raise capital as a public company.   Additionally, due to the extended recession in the U.S. Management also believes that FHA will be able to use its stock as partial payment for the first several acquisitions until cash flow has grown to the level where all cash acquisitions can be made.

Operations Plan

FHA intends to operate a centralized, scalable administrative operation at its Pittsburgh, Pennsylvania headquarters to take advantage of operational efficiencies and facilitate billing and compliance efforts.

However, FHA is committed to designing and operating plans tailored for each of its local service areas and to working closely with individual agencies, nurses, nurse aids and other health care providers that serve them.  In that context, FHA intends to retain management and staff members in each of its local service areas to conduct key service function.

FHA believes that centralized administrative functions paired with a community focus in functions where it matters most, will allow it to better understand and respond to our customers’ needs and to better control medical expenses.

PROJECTS AND BUSINESS ACTIVITIES AS SUGGESTED HEREIN ARE INHERENTLY RISKY, AND THERE CAN BE NO ASSURANCE THAT THESE RISKS CAN BE MITIGATED TO THE EXTENT THAT LOSSES WILL NOT OCCUR, AND THERE CAN BE NO ASSURANCE THAT FHA WILL BE SUCCESSFUL IN THESE ENDEAVORS.

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Additional Disclosures

Employees .

FHA does not conduct any material operations or have any employees of its own.  Its operations are conducted through its wholly-owned subsidiary, Interim.  As of April 30, 2012, Interim had one executive employee, John Busshaus, who works approximately 20 hours a week on Interim-related matters, out of WZE’s Pittsburgh, Pennsylvania headquarters.  After the spin-off, the WZE team will devote the time necessary to transition any and all information to the management team of FHA.  This will involve more time at the beginning of the transition and less involvement, as may be needed over time. Additionally, as of April 30, 2012, Interim had 30 full time employees and 95 part-time employees.  None of such employees are represented by employee union(s).  Interim believes its relations with all of its employees are good.

 

Property .

FHA has two leased offices located at 1010 East First Street -- Suite A, Casper, Wyoming 82601 and 3316 2 ^nd Avenue North, Billings Montana, 59101. The Casper office is a lease of 5,300 sq. ft. office space at a cost of $4,750 per month, including utilities.   The Billings space is a lease of 2,000 sq. ft at a cost of $1,406 per month. The office locations provide convenient access to the communities in which they serve and are situated within commuting distance of qualified, experienced applicants for employment.

Litigation .

There are no material civil, administrative or criminal proceedings concluded, pending or on appeal against FHA, Interim, WZE or their respective affiliates and principals.

Directors and Executive Officers .

 

The following table reflects the names, ages and positions of FHA’s executive officers and directors.

Name		Position		Age			1 st Elected	Term Expiration
Christopher J. Spencer		CEO and Chairman of the Board			43		2001	June 2012
John Busshaus		Chief Financial Officer			48		2007	N/A
Douglas Polinsky		Director			52		2007	June 2012
Denis Yevstifeyev		Director			29		2007	June 2012
J. Gregory Smith		Director			42		2007	June 2012

Key Corporate Management.

Christopher Spencer has served as our Chief Executive Officer, President and as a director of Wizzard since February 7, 2001.  Mr. Spencer has been responsible for our overall direction since our inception and has been instrumental in leading us to our current position in the podcasting industry.  From 1994 until 1996, Mr. Spencer founded and worked for ChinaWire, Inc., a high-technology company engaged in financial remittance between international locations and China.  Mr. Spencer worked for Lotto USA, Inc. from 1992-1994, where he was founder and Chief Executive Officer for the Pennsylvania computer networking company.  From 1990 until 1992, Mr. Spencer worked for John Valiant, Inc., an owner/operator of restaurants, and was responsible for business concept development and obtaining financing.  

 

John Busshaus has served as Chief Financial Officer on since January 29, 2007.  Mr. Busshaus has been responsible for our overall accounting and financial reporting functions since joining WZE in April 2006. From 2004 to 2006, Mr. Busshaus was an independent business consultant.  Mr. Busshaus’ efforts were assisting organizations with the implementation of Sarbanes Oxley, filing of SEC reports, and taking a company through an

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IPO.  Mr. Busshaus worked for Talanga International from 2001 to 2004, where he was the Chief Financial Officer for the company.  Talanga manufactured and installed hard wood products for court rooms.  The products included, tables, chairs pews, doors and trim work for the court rooms. From 1999 to 2000, Mr. Busshaus worked for Mellon Bank as Controller and Vice President, and was responsible for strategic planning and managing the annual and monthly budgeting within Global Security Services.  From 1994 to 1998, Mr. Busshaus worked for PepsiCo as Senior Business Planner, and was responsible for annual and quarterly budgets planning, as well as weekly, monthly and quarterly reporting of results.  As a member of management, Mr. Busshaus' efforts contributed to the revenue growth and market share increases in a market that was categorized as saturated.

Douglas Polinsky has served as a Director of Wizzard since October 2007.  Mr. Polinsky serves as the President of Great North Capital Corp., a Minnesota-based financial services company he founded in 1995.  Great North advises corporate clients on capital formation and other transaction-related financial matters.  Mr. Polinsky earned a Bachelor of Science degree in Hotel Administration at the University of Nevada at Las Vegas.

Greg Smith has served as a Director of Wizzard since October 2007.  Mr. Smith is an award-winning producer and entrepreneur with over 10 years of experience in Non-Fiction Television.  In 2000, Mr. Smith established The Solution Film Group, LLC and acts as the Company’s President.  Mr. Smith provides professional production and editorial support for various forms of non-fiction television entertainment, including the direction of media projects from development through production and post-production.  His clients include Discovery Channel, Science Channel, Discovery HD Theater, Animal Planet, The Military Channel, PBS, and Discovery Networks International.  Mr. Smith most recently won an Emmy in 2006 for the Discovery Channel’s animated special Before the Dinosaurs. His other awards for excellence in production and editing include Emmys for the Discovery Channel’s Walking with Prehistoric Beasts and Allosaurus:  A Walking with Dinosaurs Special.  From 1997 to 2000, Mr. Smith worked for Discovery Communications, Inc. in the capacity of Supervising Producer from January 1998 to November 2000, and Producer/Editor from October 1997 to January 1998. From 1995 to 1996, Mr. Smith worked for Discovery Channel Pictures serving as Assistant Editor from March 1996 to October 1997, and Production Assistant from September 1995 to March 1996. From 1994 to 1995, Mr. Smith worked for Crawford Communications in Atlanta, Georgia as a Manager of Satellite Services for The Learning Channel.

Denis Yevstifeyev has served as a Director of Wizzard since October 2007.  Mr. Yevstifeyev currently serves as the Director of Financial Planning & Analysis for Education Management Corporation – Online Higher Education. From 2007 to 2008, Mr. Yevstifeyev served as Sr. Financial Reporting Analyst for American Eagle Outfitters, Inc, in Pittsburgh.  His duties included: preparing and analyzing various internal and external financial reports; researching new accounting pronouncements and evaluating any impact on the financial statements.  He also reviewed accounting workpapers and prepared the company’s SEC filings for forms 8-K, 10-Q and 10-K.  From 2005 to 2007, Mr. Yevstifeyev worked for Schneider Downs, Inc., where he worked on Sarbanes-Oxley compliance engagements. In 2005, Mr. Yevstifeyev graduated with a Bachelor of Science degree in Business from Washington and Jefferson College.  He also graduated with honors from the Moscow Bank College of the Central Bank of Russia in Moscow with a degree in Finance in 2000.  From 2002 to 2003, Mr. Yevstifeyev served as the Settlement Department Manager for SDM BANK in Moscow, where he dealt with domestic and international corresponding banks, among other responsibilities. 

Executive Compensation .

Summary Compensation Table

 

Wizzard’s executive officers serve as officers for both FHA and Wizzard.  The following sets forth the compensation of Wizzard’s Chief Executive Officer during fiscal 2011, and the other persons who served as executive officers during fiscal 2011. Unless otherwise noted, the amounts shown represent what was earned in fiscal 2011.

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SUMMARY COMPENSATION TABLE – FISCAL 2011

 

(1)	The bonuses shown in this column represent discretionary awards.
(2)	Stock-based compensation represents the amounts recognized for financial reporting purposes for granting of stock options totaling $31,163, calculated in accordance with the requirements of SFAS No. 123R.  Reference is made to Note 8 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year 2011 for a detailed description of the assumptions used in valuing stock-based awards under SFAS No. 123R.

  Restricted Stock Awards

 

There were no issuances of restricted stock award during fiscal 2011 to any named executive.

 

Outstanding Equity Awards at Fiscal Year End

 

The following table sets forth information concerning outstanding equity awards for the named executives as of December 31, 2011.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2011