Future Healthcare of America (Form: S-1/A, Received: 08/15/2012 15:38:22)

As filed with the Securities and Exchange Commission August 15, 2012 Registration No. 333-182338

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM S-1/A2

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

FUTURE HEALTHCARE OF AMERICA

(Exact name of registrant as specified in its charter)


Wyoming	8082	45-5547692
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification Number)

1010 East First Street -- Suite A

Casper, Wyoming 82601

(307) 266-1152

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices.)

John Busshaus, Chief Financial Officer

Future Healthcare of America

5001 Baum Boulevard, Suite 770

Pittsburgh, Pennsylvania 15213

Phone: (412) 621-0902

(Name, address including zip code, and telephone number, including area code, of agent for service)

Copy To:

Branden T. Burningham, Esq.

455 East 500 South

Suite 205

Salt Lake City, Utah 84111

Phone: (801) 363-7411

NO SHARES OF REGISTRANT’S COMMON STOCK WILL BE ISSUED TO ANY HOLDER OF SHARES OF PARENT IN ANY JURISDICTION IN WHICH SUCH ISSUANCE WOULD NOT COMPLY WITH THE LAWS OF THAT JURISDICTION.

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

As soon as practicable after the effective date of the Registration Statement

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicated by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x

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.

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	August __, 2012

10,112,310 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”)

10,112,310 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 was approved by WZE’s stockholders at the annual shareholder meeting 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.

Table of Contents

PROSPECTUS SUMMARY

The Offering

SUMMARY FINANCIAL DATA

RISK FACTORS

THE SPIN-OFF

DIVIDEND POLICY

RELATED PARTY TRANSACTIONS

INTERIM AND WZE

SELECTED FINANCIAL DATA

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

APPLICATION OF PROCEEDS

MARKET PRICE OF COMMON STOCK AND RELATED MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

WZE’s RELATIONSHIP WITH INTERIM FOLLOWING THE SPIN-OFF

ABSENCE OF PUBLIC MARKET AND DIVIDEND POLICY

CAPITALIZATION

DILUTION

DESCRIPTION OF CAPITAL STOCK

SHARES ELIGIBLE FOR FUTURE SALES

LEGAL MATTERS

EXPERTS

WHERE YOU CAN FIND MORE INFORMATION

Financial Statements

F-1

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 August 14 , 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 Future 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

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 August __, 2012) in dividend for the following: (i) 10,112,310 shares of FHA common stock on the 10,112,310 outstanding common shares of WZE.
Spin-Off Date		The spin-off date is August __, 2012. Holders of record of WZE at the close of business on August __, 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 August 14 , 2012, FHA estimates that approximately 10,112,310 shares of FHA common stock will be issued on approximately 9,088,073 WZE common shares outstanding, and 1,024,237 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 will 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

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.

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 to these 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 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 .

E ach Wizzard stockholder receiving shares of FHA common stock in the spin-off should 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.

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 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 have responsibility for all liabilities under any Employee arrangements; as well as all service related liabilities whether for current or former Interim employees, and any independent contractors, temporary employees or consultants.

WZE and Interim will be responsible 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 will indemnify, defend and hold harmless WZE and their respective successors and assigns from, against all past, present and future liabilities related to our business

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 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.

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.

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 August __, 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 9,088,073 issued and outstanding common shares and as of the record date of the spin-off it will have a total of 10,112,310 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 August __, 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, August __, 2012, one share of FHA for every share of WZE held by each such shareholder. FHA expects to issue 10,112,310 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 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, August __, 2012. To receive FHA common stock, you must be a holder of record of WZE at the close of business on August __, 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 was subject to the prior approval of the Share Exchange Agreement by the common stockholders of WZE . TheWZE stockholders approved the Share Exchange Agreement at the annual meeting of stockholders, which was 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 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 not qualify as a tax-free exchange for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. 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 August __, 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 August __, 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 August __, 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.

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 10,112,310 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

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.

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;

Dealers or brokers in securities or currencies;

Tax-exempt organizations;

Financial institutions;

Mutual funds;

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.

Wizzard stockholder receiving shares of FHA common stock in the spin-off should 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 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:

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

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;

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

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;

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.

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.

The FHA Board of directors consists of four members. The directors consist of the Chairperson, Christopher Spencer, and the three independent directors for FHA are Douglas Polinsky, Denis Yevstifeyev, and J. Gregory Smith.

"Independent director" means a person other than an executive officer or employee of the company. No director qualifies as independent unless the issuer's board of directors affirmatively determines that the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

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 him 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.

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 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.

Home Care Nursing

Through trained health care professionals, Interim HealthCare 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 Franchisee 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 HealthCare'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 HealthCare'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.

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 (Interim)

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. Our business consists of providing healthcare services for those in need. We record all revenue and expenses and provide all services under one umbrella. Below is a description of our HomeCare and Staffing operations.

Interim Healthcare of Wyoming, Inc., the subsidiary of FHA is a corporation started in September 1991. In March of 2007, Interim acquired the assets of Professional Nursing Personal Pool, which is now our Billings location.

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 provides 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 officers 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.

As each of our businesses is located in smaller based population areas of the country, the competition is significantly heightened and the relationships maintained with our clients become very critical to the continued success of our operations.

As we provide diversified services and accept payments from multiple payer sources, we are not heavily dependent on a few clients in order for our business to be successful.

Governmental Regulations

Third-Party Coverage and Reimbursement

We are dependent on the availability of coverage and reimbursement from third-party payors, such as governmental programs including Medicare and Medicaid, and private insurance plans. Reimbursement is contingent on established coding for a given procedure, coverage of the codes by the third-party payors and adequate payment for the resources used.

Coding for procedures is established by the American Medical Association. The Centers for Medicare and Medicaid Services, or CMS, the agency responsible for administering Medicare and the National Center for Health Statistics, are jointly responsible for overseeing changes and modifications to billing codes used by home healthcare agencies for reporting procedures, and many private payors use coverage decisions and payment amounts determined by CMS for Medicare as guidelines in setting their coverage and reimbursement policies. All coding is subject to change which could impact coverage and reimbursement. Each year however, CMS re-examines the reimbursement rates for our services and could either increase or decrease the reimbursement rates. We are unable to predict when legislation or regulation that affects our business may be proposed or enacted in the future or what effect any such legislation or regulation would have on our business.

For some governmental programs, such as Medicaid, coverage and reimbursement differ from state to state, and some state Medicaid programs may not pay an adequate amount for the procedures performed, if any payment is made at all. As the portion of the U.S. population over the age of 65 and eligible for Medicaid continues to grow, we may be more vulnerable to coverage and reimbursement limitations imposed by CMS. National and regional coverage policy decisions are subject to unforeseeable change.

Third-party payors carefully review, and increasingly challenge, the prices charged for procedures. In addition, an increasing percentage of insured individuals are receiving their medical care through managed care programs, which monitor and often require pre-approval or pre-authorization of the services that a member will receive. The percentage of individuals covered by managed care programs is expected to grow in the United States over the next decade.

We believe that the overall escalating cost of medical products and services has led to, and will continue to lead to, increased pressures on the healthcare industry to reduce the costs of products and services. There can be no assurance that third-party coverage and reimbursement will be available or adequate, or that future legislation, regulation, or coverage and reimbursement policies of third-party payors will not adversely affect the demand for our services or our ability to provide these services on a profitable basis. The unavailability or inadequacy of third-party payor coverage or reimbursement could have a material adverse effect on our business, operating results and financial condition.

Healthcare Fraud and Abuse

Healthcare fraud and abuse laws apply to our business when a customer submits a claim for an item or service that is reimbursed under Medicare, Medicaid or most other federally-funded healthcare programs. The federal Anti-Kickback Law prohibits unlawful inducements for the referral of business reimbursable under federally-funded healthcare programs, such as remuneration provided to induce clients to use our services reimbursable by Medicare or Medicaid. The Anti-Kickback Law is subject to evolving interpretations.

The majority of states also have anti-kickback laws which establish similar prohibitions that may apply to items or services reimbursed by any third-party payor, including commercial insurers. Further, the recently enacted Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act, collectively, the PPACA, among other things, amends the intent requirement of the federal anti-kickback and criminal healthcare fraud statutes. A person or entity no longer needs to have actual knowledge of this statute or specific intent to violate it. In addition, the PPACA provides that the government may assert that a claim including items or services resulting from a violation of the federal anti-kickback statute constitutes a false or fraudulent claim for purposes of the false claims statutes.

If a governmental authority were to conclude that we are not in compliance with applicable laws and regulations, we and our officers and employees could be subject to severe criminal and civil penalties including, for example, exclusion from participation as a supplier of services to beneficiaries covered by Medicare or Medicaid.

Additionally, the civil False Claims Act prohibits knowingly presenting or causing the presentation of a false, fictitious or fraudulent claim for payment to the U.S. government. Actions under the False Claims Act may be brought by the Attorney General or as a qui tam action by a private individual in the name of the government. Violations of the False Claims Act can result in very significant monetary penalties and treble damages. The federal government is using the False Claims Act, and the accompanying threat of significant liability, in its investigations of healthcare providers and suppliers throughout the country for a wide variety of Medicare billing practices. We intend to file a Form 8-A with the SEC following the effective date of the registration statement of which this prospectus is a part. This will obligate us to comply with the proxy rules of the SEC, including the requirement that we provide an annual report containing audited financial statements to our stockholders in connection with annual stockholder meetings at which directors are elected. We do not intend to voluntarily send annual reports containing audited financial statement to our stockholders.

The public may read and copy any materials filed with the Commission at the SEC's Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1–800–SEC–

0330. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at http://www.sec.gov.

Franchise Agreement

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

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 purpose of providing:

(1)

Personnel to provide nursing and related health care services, and

(2)

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

(3)

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

(4)

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

IHC has agreed to furnish or provide the following services or assistance in the operation of Interim:

(a)

Train Interim in the operation of the franchise;

(b)

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

(c)

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

(d)

Cooperate with Interim 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 Interim;

(g)

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

(h)

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

(i)

Furnish national account leads as applicable.

Interim 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 Interim by IHC. Interim will continuously and prominently display trademarks, trade names and service marks in connection with all aspects of its business. Interim 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 provided in IHC’s manuals and other written materials provided to Interim.

(b) Interim will conduct its 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.

Interim will obtain, and maintain throughout the term of the Franchise Agreement and any extensions or renewals of, all licenses, permits, certificates of need and similar authorizations which are necessary or appropriate to the operation of the business.

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

Interim 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 Interim is in good standing on the date weekly service charges are due, the weekly service charge on Interim’s Medicaid sales only will be reduced to 3.25% of such sales.

In the near future, FHA plans to transfer the agreement between Interim and Interim Healthcare to FHA.

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.

Additional Disclosures

Employees .

FHA does not conduct any material operations n 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. We currently have a total of 120 employees, of which 35 are full 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 $1,447 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		44	2001	June 2012

John Busshaus	Chief Financial Officer		49	2007	N/A

Douglas Polinsky	Director		53	2007	June 2012

Denis Yevstifeyev	Director		30	2007	June 2012

J. Gregory Smith	Director		43	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 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.

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

Grants of Plan-Based Awards for 2011

There were no plan-based equity awards made to our executive officers during fiscal 2011.

Option Exercises and Stock Vested

The following table sets forth information concerning fiscal 2011 option exercises and restricted stock that vested during fiscal 2011 for the named executives.

OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2011


	Option awards		Stock awards
Name	Number of shares acquired on exercise (#)	Value realized on exercise ($)	Number of shares acquired on vesting (#)	Value realized on vesting ($)
Christopher Spencer	0	0	0	0
John L. Busshaus	0	0	0	0

Pension Benefits

WZE does not have any plans that provide for payments or other benefits at, following, or in connection with retirement.

Nonqualified Deferred Compensation

WZE does not have a Deferred Compensation Plan for its executive officers.

Other Potential Post-Employment Payments

As of December 31, 2011, there were no named executives with employment contracts that require or required severance or other post-employment payments.

Summary Information about Equity Compensation Plans

As of December 31, 2011, WZE had ten stock option plans, of which seven were not approved by stockholders. Five of these ten plans had expired as of December 31, 2011. A total of 544,792 shares of common stock have been reserved for ultimate issuance under the plans. As of December 31, 2011, options for approximately 137,063 shares of common stock could be granted under the remaining plans.

WZE’s Compensation Committee, or in its absence, the full Board, administers and interprets the plans. This Committee is authorized to grant options and other awards both under the plans and outside of any plan to eligible employees, officers, directors, and consultants. Terms of options and other awards granted under the plans, including vesting requirements, are determined by the Committee and historically have varied significantly. Options and other awards granted under the plans vest over periods ranging from zero to ten years, expire ten years from the date of grant and are not transferable other than by will or by the laws of descent and distribution. Incentive stock option grants are intended to meet the requirements of the Internal Revenue Code.

2002 Stock Option Plan . A total of 83,334 shares of common stock are reserved for issuance under the 2002 Stock Option Plan. The 2002 Plan expired in 2007 and awards can no longer be granted under the 2002 Plan. The 2002 Plan provided for the granting of both incentive stock options (ISOs) and non-statutory stock options (NSOs).

2004 Stock Option Plan . A total of 16,667 shares of common stock are reserved for issuance under the 2004 Stock Option Plan. The 2004 Plan expired in 2007 and awards can no longer be granted under the 2004 Plan. The 2004 Plan provided for the granting of both incentive stock options (ISOs) and non-statutory stock options (NSOs).

2005 Stock Option Plan . A total of 16,667 shares of common stock are reserved for issuance under the 2005 Stock Option Plan. The 2005 Plan expired in 2007 and awards can no longer be granted under the 2005 Plan. The 2005 Plan provided for the granting of both incentive stock options (ISOs) and non-statutory stock options (NSOs).

2006 Stock Option Plan . A total of 11,459 shares of common stock are reserved for issuance under the 2006 Stock Option Plan. The 2006 Plan expired in 2006 and awards can no longer be granted under the 2006 Plan. The 2006 Plan provided for the granting of both incentive stock options (ISOs) and non-statutory stock options (NSOs).

2007 Stock Option Plan . A total of 16,667 shares of common stock are reserved for issuance under the 2007 Stock Option Plan. The 2007 Plan has not expired and awards up to 21 can be granted under the 2007 Plan. The 2007 Plan provided for the granting of both incentive stock options (ISOs) and non-statutory stock options (NSOs).

2007 Key Employee Stock Option Plan . A total of 16,667 shares of common stock are reserved for issuance under the 2007 Key Employee Stock Option Plan. The 2007 Key Employee Plan expired in 2007 and awards can no longer be granted under the 2007 Key Employee Plan. The 2007 Key Employee Plan provides for the granting of both incentive stock options (ISOs) and non-statutory stock options (NSOs).

2008 Stock Option Plan . A total of 16,667 shares of common stock are reserved for issuance under the 2008 Stock Option Plan. The 2008 Plan has not expired and awards up to 32 can be granted under the 2008 Plan. The 2008 Plan provides for the granting of both incentive stock options (ISOs) and non-statutory stock options (NSOs).

2008 Key Employee Stock Option Plan . A total of 33,334 shares of common stock are reserved for issuance under the 2008 Key Employee Stock Option Plan. The 2008 Key Employee Plan has not expired and awards up to 220 can be granted under the 2008 Key Employee Plan. The 2008 Key Employee Plan provides for the granting of both incentive stock options (ISOs) and non-statutory stock options (NSOs).

2009 Stock Option Plan . A total of 166,667 shares of common stock are reserved for issuance under the 2009 Stock Option Plan. The 2009 Plan has not expired and awards up to 13,106 can be granted under the 2009 Plan. The 2009 Plan provides for the granting of both incentive stock options (ISOs) and non-statutory stock options (NSOs).

2010 Stock Option Plan . A total of 166,667 shares of common stock are reserved for issuance under the 2010 Stock Option Plan. The 2010 Plan has not expired and awards up to 123,889 can be granted under the 2010 Plan. The 2010 Plan provides for the granting of both incentive stock options (ISOs) and non-statutory stock options (NSOs).

No Loans for Option Exercises. It is WZE’s policy to not make loans to employees or officers for the purpose of paying for the exercise of stock options.

Stockholder Approval of Equity Compensation Plans. The following table presents information as of December 31, 2011, about WZE’s common stock that may be issued upon the exercise of options granted to employees, consultants or members of the Board of Directors under all of our existing equity compensation plans and individual arrangements. As described above, WZE has seven stock option plans under which options have been granted.


Plan Category	Maximum shares to be issued upon exercise of options	Weighted-average exercise price of outstanding options		Shares remaining available for future issuance under existing equity compensation plans (excluding shares reflected in first column)
Plans approved by stockholders	32,000	$	20.88	53
Plans not approved by stockholders	87,597		2.88	137,011

Total	119,597	$	7.68	137,064

After the spin-off, FHA plans to pay the current CEO and CFO an annual salary of $50,000 each plus travel and incidental expenses.

DIRECTOR COMPENSATION

In 2011, WZE paid its non-employee directors a cash retainer. In 2012, the Board of Directors will consider stock options or other appropriate equity incentive grants to the outside directors. WZE reimburses directors for out-

of-pocket expenses they incur when attending meetings of the Board. Salaried executives who serve as directors are not paid for their services as directors and accordingly, Christopher Spencer is not included in the director compensation table below.

The following table sets forth the compensation WZE paid its non-employee directors in 2011. Unless otherwise noted, the amounts shown represent what was earned in fiscal 2011.

DIRECTOR COMPENSATION TABLE – FISCAL 2011



Name	Fees earned or paid in cash ($)	Stock awards ($)	Option awards ($)	Non-equity incentive plan compensation ($)	Nonqualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
Doug Polinsky	32,000	0	0	0	0	0	32,000
J. Gregory Smith	32,000	0	0	0	0	0	32,000
Denis Yevstifeyev	32,000	0	0	0	0	0	32,000

All outside directors are entitled to base annual cash compensation of $24,000, which WZE pays monthly. Currently, the outside directors also receive options for the purchase of common stock which normally vest at the rate of 24,000 shares each year, through December 31, 2011. The outside directors were granted 12,000 stock options on January 22, 2010, with a fair value of $50,400 on that date. As of December 31, 2011, there were 12,000 stock options outstanding that were granted to the outside directors.

Compensation to FHA outside board members will be at $1,000 per month, plus travel and incidental expenses. There will be no compensation to board members employed by FHA or any of its subsidiaries and affiliates.

SELECTED FINANCIAL DATA

The following table sets forth certain financial data for Interim. The selected financial data should be read in conjunction with Interim’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements of Interim and notes thereto. The selected financial data for the periods ended December 31, 2011, 2010 and 2009 have been derived from Interim’s audited financial statements. (See Appendix F).

PRO FORMA FINANCIAL INFORMATION

FUTURE HEALTH CARE OF AMERICA AND

INTERIM HEALTH CARE OF WYOMING, INC.

UNAUDITED PROFORMA COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined balance sheet aggregates the balance sheets of Future Health Care of America, ("PARENT"), (newly formed wholly owned subsidiary of Wizzard Software Corporation), as of June 22, 2012 and the balance sheet of Interim Health Care of Wyoming, Inc. as of June 30, 2012 ("SUBSIDIARIES"), accounting for the transaction as a dividend of Wizzard Software Corporation of the PARENT and SUBSIDIARY through the distribution of 10,112,310 common shares of the PARENT (a spinoff) using the assumptions described in the following notes, giving effect to the transaction, as if the transaction had occurred as of June 30, 2012 . The transaction is estimated to be completed on August___, 2012.

The following unaudited pro forma condensed combined statement of operations reflects the results of operations of Interim Health Care of Wyoming. for six months ended June 30, 2012 and the twelve month period ended December 31, 2011, the results of operations of Future Health Care of America, for the period from inception on June 8, 2012 through June 22, 2012 and as if the transaction had occurred as of the January 1, 2011.

The pro forma condensed combined financial statements should be read in conjunction with the separate financial statements and related notes thereto of Interim Health Care of Wyoming, Inc. These pro forma condensed combined financial statements are not necessarily indicative of the combined financial position, had the acquisition occurred on the date indicated above, or the combined results of operations which might have existed for the periods indicated or the results of operations as they may be in the future.

FUTURE HEALTH CARE OF AMERICA AND

INTERIM HEALTH CARE OF WYOMING, INC.

UNAUDITED PROFORMA COMBINED BALANCE SHEET

As of June 30, 2012


	Interim June 30, 2012	FHA As of June 22, 2012	Pro forma adjustments		Pro forma Combined As of June 30, 2012
Cash	385,587	0	(250,000)	(c)	135 ,587
Accounts receivable, net	606,834	0			606,834
Prepaid expenses	30,143	0			30,143
Deferred tax asset, current	20,377	0			20,377
Total current assets	1,042,941	0	(250,000)		792 ,941

PP&E, net	2,496	0			2,496
Goodwill and Intangibles	1,189,661	0			1,189,661
Investment in Subsidiary	0	1	(1)	(a)	0

Deferred tax asset, noncurrent	84,587	0			84,587
Total assets	2,319,685	1	( 250,00 1)		2,069 ,685

Accounts payable	30,895	0			30,895
Accrued expenses	89,069	0			89,069
Total current liabilities	119,964	0			119,964

Total liabilities	119,964	0			119,964

Common stock	1	1	10,110	(a,b)	10,112
APIC	1,423,620	0	(260,111)	(b,c)	1,163,509
Retained earnings	776,100	0			776,100
Total shareholders’ equity	2,199,721	1	( 250,00 1)		1,949 ,721

Total liabilities & shareholder’s equity	2,319,685	1	( 250,00 1)		2,069 ,685

See Notes To Unaudited Proforma Condensed Combined Financial Statements.

UNAUDITED PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the six months ended June 30, 2012


	Interim June 30, 2012	FHA June 30, 2012	Pro forma adjustments		Pro forma Combined
Total revenues	$ 2,175,248	$0	$0		$2,175,248

Cost of services	1,427,636	0	0		1,427,636
Operating Expenses	481,698	0	0		481,698
Other income (loss)	1,031	0	0		1,031
Income taxes	0	0	0		0
Net income	$267,945	0	0		$267,945
Earnings per share:
Basic					$0.03
Diluted					$0.03
Weighted-average common shares outstanding:
Basic				(b)	10,112,310
Diluted				(b)	10,112,310

See Notes To Unaudited Proforma Condensed Combined Financial Statements.

UNAUDITED PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the year ended December 31, 2011


	Interim December 31, 2011	FHA December 31, 2011	Pro forma adjustments		Pro forma Combined
Total revenues	$ 3,425,721	$0	$0		$3,425,721

Cost of services	2,305,789	0	0		2,305,789
Operating Expenses	1,662,988	0			1,662,988
Other income (loss)	1,118	0	0		1,118
Income taxes	194,500	0	0		194,500
Net income	$(347,438)	0			$( 347,438 )
Earnings per share:
Basic					$ (0.03)
Diluted					$ (0.03)
Weighted-average common shares outstanding:
Basic				(b)	10,112,310
Diluted				(b)	10,112,310

See Notes To Unaudited Proforma Condensed Combined Financial Statements.

FUTURE HEALTH CARE OF AMERICA AND

INTERIM HEALTH CARE OF WYOMING, INC.

NOTES TO UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS

NOTE 1 – Future Health Care of America

Future Health Care of America, (“Parent") was incorporated under the laws of the State of Wyoming on June 22, 2012 as a wholly owned subsidiary of Wizzard Software Corporation to facilitate the spinoff of Wizzard Software Corporation’s health care operations and to be in compliance with the terms of Subsidiary’s franchise agreement.

NOTE 2 – Interim Health Care of Wyoming, Inc.

Interim Healthcare of Wyoming, Inc. ["Subsidiary"], a Wyoming corporation and a wholly owned subsidiary of Wizzard Software Corporation, was organized on September 30, 1991. Interim operates primarily in the home healthcare and healthcare staffing services in Wyoming and Montana. On September 8, 2005, Wizzard Software Corporation purchased all of the issued and outstanding shares of Interim Healthcare of Wyoming, Inc. ["Interim"], a Wyoming corporation, in a transaction accounted for as a purchase. On April 3, 2007, Interim purchased the operations of Professional Personnel, Inc., d.b.a., Professional Nursing Personnel Pool [“PNPP”].

NOTE 3 PROFORMA ADJUSTMENTS

On June 8, 2012, the Board of Directors of Wizzard Software Corporation (“WZE”) resolved to organize Parent to spin-off the operations of Subsidiary, wherein WZE ownership of Subsidiary was transferred to Parent and WZE’s Board of Directors declared a stock dividend of 1 common share stock credit of Parent to each common shareholder of WZE that is payable on a date to be determined to each WZE’s shareholders of record on such date. The dividend will effectively spin-off the operations of Parent and Subsidiary to the shareholders of WZE.

In connection with the dividend WZE, Parent and Subsidiary entered into a separation agreement wherein Parent and Subsidiary agree to indemnify, defend and hold harmless WZE and their respective successors including:

Parent and Subsidiary will assume and agree to pay, perform, fulfill and discharge, and WZE will have no responsibility for, (i) all liabilities under any Employee Arrangements, (ii) all employment or service-related liabilities with respect to (A) all Subsidiary employees (and their dependents and beneficiaries), (B) former Subsidiary 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 Subsidiary will each be responsibility for its 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 Interim for, among other things, all past, present and future liabilities related to our business. Interim 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:

(1)

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

(2)

Subsidiary, any Subsidiary liability, and any Subsidiary asset;

FUTURE HEALTH CARE OF AMERICA AND

INTERIM HEALTH CARE OF WYOMING, INC.

NOTES TO UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS

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

(4) 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 Subsidiary (c) but only to the extent not arising out of or relating to a WZE Indemnified Party’s failure to perform its obligations;

(5) 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 Interim’s responsibility for any such Liabilities will be based on an equitable allocation of such Liabilities between Subsidiary and WZE, based on the extent to which, as applicable: (i) such Liabilities arose out of or relate to the Subsidiary business, Subsidiary assets, and/or Subsidiary 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) Subsidiary or WZE, as the case may be, benefited from the relevant WZE activities prior to the Dividend Date.

Proforma adjustments on the attached financial statements include the following:

(a)

To eliminate the investment in the subsidiary Interim Health Care of Wyoming, Inc.

(b)

To record the issuance of the 10,112,310 additional common shares of Future Health Care of America in payment and distribution of a dividend by Wizzard Software Corporation of 10,112,310 common shares of Future Health Care of America

(c)

To reflect the transfer of $250,000 of cash on July 30, 2012 from FHA to Wizzard Software, the parent company.

NOTE 4 - PROFORMA EARNINGS (LOSS) PER SHARE

The proforma earnings (loss) per share is computed based on the weighted average number of common shares outstanding during the period plus the estimated shares issued in connection with the dividend (spinoff) had the dividend been distributed at the beginning of the periods presented.


	For the Six Months Ended June 30, 2012	For the Year Ended December 31, 2011

Weight average number of common shares outstanding upon incorporation	1,000	1,000

Additional share issued and distributed as a dividend	10,111,310	10,111,310

Pro forma weighted average number of common shares outstanding during the period used in income per share after dividend(denominator)	10,112,310	10,112,310

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Audited financial statements as of December 31, 2011, 2010 and 2009 (see Appendix F) are provided in this Prospectus. In addition, summary financial data is provided in “Selected Financial Data” above.

Current Operational Overview

WZE acquired Interim on September 8, 2005 and has operated the subsidiary with the oversight of management. WZE’s activity has been principally devoted to organizational activities, raising capital, evaluating operational opportunities and fulfilling regulatory requirements. On March 16, 2008, Interim purchased an independent home healthcare agency in Billings, Montana and per the terms of the franchise agreement, converted the Billings agency to an Interim Healthcare franchise.

Results of Operations:

Six months ended June 30, 2012 compared to six months ended June 30, 2011:

During the first six months of 2012, Interim recorded revenues of $2,175,248, a 34% increase over revenues of $1,625,920 for the same period in 2011. The increase for 2012 reflects an increase in revenue driven by the increased use of our staffing services in Billings, MT and growth in our healthcare business in Casper, WY.

In 2012, cost of services totaled $1,427,636, a 29% increase as compared to $1,108,539 in 2011. This is a reflection of the costs associated with the increase in revenue. Interim posted a gross profit of $747,612 during 2012, versus a gross profit of $517,381 for 2011, an increase of 45%.

Interim recorded total operating expenses of $481,698 during 2012, a 4% increase as compared to operating expenses of $462,612 in the same period of 2011. General and administrative expenses totaled $160,034 in 2012 versus $146,593 in 2011, an increase of 9%, due to an increase in our liability insurance. Salaries, wages and related expenses decreased to $272,910 in 2012 from $278,849 in 2011, a decrease of 2%. Selling expenses in 2012 were $40,887 versus $29,220 in 2011driven by an increased spending for advertising.

Interim’s net income available to common shareholders was $266,945 in 2012. This represents a $211,490 increase, or 381%, from our net income of $55,455 in 2011.

Fiscal year ended December 31, 2011 compared to fiscal year ended December 31, 2010:

During 2011, Interim recorded revenues of $3,425,721, an 11% increase over revenues of $3,099,090 for the same period in 2010. The increase for 2011 reflects an increase in revenue driven by the increased use of our staffing services in the Billings, MT location.

In 2011, cost of services totaled $2,305,789, a 10% increase as compared to $2,089,811 in 2010. This is a reflection of the costs associated with the increase in revenue. Interim posted a gross profit of $1,119,932 during 2011, versus a gross profit of $1,009,279 for 2010, an increase of 11%.

Interim recorded total operating expenses of $1,662,988 during 2011, a 69% increase as compared to operating expenses of $983,463 in the same period of 2010. The increase is due to the recording of the non-cash charge for goodwill impairment. General and administrative expenses totaled $306,348 in 2011 versus $349,430 in 2010, a decrease of 12%, due to measures taken to better manage overhead and administrative costs. Salaries, wages and related expenses decreased to $550,027 in 2011 from $561,617 in 2010, a decrease of 2%. Selling expenses in 2011 were $61,889 versus $61,019 in 2010.

Interim’s net loss available to common shareholders was $347,438in 2011. This represents a $363,241 decrease from our net income of $15,803 of 2010. The decrease is due to the recording of impairment of goodwill of $730,825, net of taxes in the fourth quarter of 2011.

Fiscal year ended December 31, 2010 compared to fiscal year ended December 31, 2009:

During 2010, Interim recorded revenues of $3,099,090, a 7% increase over revenues of $2,904,782 for the same period in 2009. The increase for 2010 reflects an increase in revenue driven by the increased use of our staffing services in the Billings, Montana location combine with an increase in home healthcare services in the Casper, Wyoming location.

In 2010, cost of services totaled $2,089,811, a 6% increase as compared to $1,979,984 in 2009. This is a reflection of the costs associated with the increase in revenue. Interim posted a gross profit of $1,009,279 during 2010, versus a gross profit of $924,798 in 2009, an increase of 9%.

Interim recorded total operating expenses of $983,463 during 2010, a 2% increase as compared to operating expenses of $968,061 in the same period of 2009. General and administrative expenses totaled $349,430 in the 2010 versus $318,793 in 2009, an increase of 9%, due to measures taken internally to better manage the business. Salaries, wages and related expenses remained unchanged at $561,617 in 2010 from $562,960 in 2009. Selling expenses in 2010 were $61,019 versus $62,378 in 2009.

Interim’s net income available to common shareholders was $15,803 in 2010. This represents a 158% increase from our net loss of $27,389 in 2009.

Inflation and seasonality:

Interim does not believe that inflation or seasonality will significantly affect its results of operation.

Liquidity and Capital Resources

Six months 2012 compared to six months 2011

Cash on hand was $385,587 at June 30, 2012, a decrease of $149,558 over the $535,145 on hand at December 31, 2011. Cash provided by operations for the six months ended June 30, 2012, was $12,012, a decrease of $62,423 over the $74,435 cash provided by operations for the six months ended June 30, 2011. The increase in accounts receivable is a direct result of the increased revenue experience during the first six months of 2012. We continue to work on collection efforts to ensure timely receipt of cash.

Cash used by financing activities was $161,571 of payments to Wizzard during the first six months of 2012 versus $68,900 of cash investments made by the parent company during 2011.

This is a standard practice between Wizzard and FHA to transfer cash from the subsidiary to the Parent. Each quarter, the cash balance of each subsidiary is reviewed and the cash in excess of the amount used for maintaining normal operations is transferred to the Parent. A review of upcoming expenditures and the accounts receivable balance is also considered in determining the amount to transfer.

2011 compared to 2010

Cash on hand was $535,145 at December 31, 2011, an increase of $329,238 over the $205,907 on hand at December 31, 2010. Cash provided by operations for 2011, was $177,989, an increase of $175,004 over the $2,985 cash provided by operations for 2010. The increase in accounts receivable is a direct result of the increase revenue, however, we have been able to maintain our timely collections process, which contributed to the increased cash position. Additionally, our deferral of payments with the increase in accrued expenses also allowed our cash position to increase at December 31, 2011.

Cash provided by financing activities was $151,249 which was from cash investments made by the parent company, Wizzard. In the 2010, Interim distributed payments of $142,892 to Wizzard.

2010 compared to 2009

Cash on hand was $205,907 at December 31, 2010, a decrease of $139,907 over the $345,814 on hand at December 31, 2009. Cash provided by operations for the year ended December 31, 2010, was $2,985, a $147,749 decrease over the $150,734 cash provided by operations for the year ended December 31, 2009. As we had to meet our financial payment obligations at the end of 2010, our accrued expenses decreased, thus reducing the cash balance. Additionally, the increased cost of workers’ compensation which requires a prepayment in the fourth quarter of 2010 also contributed to the decrease in our cash balance.

Cash used in financing activities was $142,892, which was for payments made to the parent company, Wizzard. In 2009, Interim distributed payments of $378,762 to Wizzard.

Debt and Contractual Obligations

Interim maintains offices in Casper, Wyoming and Billings, Montana for our Interim Healthcare operation. These facilities are rented for $4,750 and $1,447, respectively. The Casper lease ends June 2018, and the Billings location entered a 3 year lease agreement effective March 1, 2011.

Critical Accounting Policies

Our discussion and analysis of our financial condition and the results of our operations are based upon our financial statements and the data used to prepare them. Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States. On an ongoing basis we re-evaluate our judgments and estimates including those related to bad debts, investments, long-lived intangible assets, and income taxes.

We base our estimates and judgments on our historical experience, knowledge of current conditions and our beliefs of what could occur in the future considering available information. Actual results may differ from these estimates under different assumptions or conditions. Our estimates are guided by observing the following critical accounting policies.

Investments

Interim accounts for the purchase of debt and equity securities on a cost basis of accounting when at the time of the purchase the security does not have readily determinable fair values because it is either not publicly traded or is thinly traded and Interim does not have the ability to easily or readily convert the investment to cash in the open market. Consequently, significant gains or losses may be recognized when the investment matures or is sold. The size of the potential gain or loss is not easily estimated since there is no readily determinable fair value available.

Long-lived intangible assets

WZE evaluates its long-lived assets for impairment whenever events or change in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to the future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is the excess of the carrying amount over the fair value of the asset.

Goodwill

Goodwill represents the excess of the purchase price over the fair market value of identifiable net assets of acquired companies. Goodwill is not amortized, but rather is tested at least annually for impairment or more frequently if triggering events or changes in circumstances indicate impairment. The Company adopted the new guidance of Accounting Standards Update No. 2010-28, Intangibles — Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (ASU 2010-28), which simplifies the goodwill impairment test by allowing the option to first assess qualitative factors in order to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Some of these qualitative factors may include macroeconomic conditions, industry and market considerations, a

change in financial performance, entity-specific events, a sustained decrease in share price, and consideration of the difference between the fair value and carrying amount of a reporting unit as determined in the most recent quantitative assessment. If, through this qualitative assessment, the conclusion is made that it is more likely than not that a reporting unit's fair value is less than its carrying amount, a two-step impairment analysis is performed to estimate the fair value of goodwill. The first step involves comparing the fair value of a reporting unit to its carrying amount. If the carrying amount of the reporting unit exceeds its fair value, the second step of the process involves comparing the implied fair value to the carrying amount of the goodwill of that reporting unit. If the carrying amount of the goodwill of a reporting unit exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The fair value of each reporting unit during the quarter ended December 31, 2011 was less than the estimated fair value and an impairment charge of $730,825 was recorded.

Income taxes

WZE accounts for income taxes using the liability method, which requires the determination of deferred tax assets and liabilities based on the differences between the financial and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which differences are expected to reverse. Deferred tax assets are adjusted by a valuation allowance, if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company anticipates earnings in the near future and the realization of the benefit of the deferred tax assets.

For a description of accounting changes and recent enacted accounting standards, including the expected dates of adoption and estimated effects, if any, on our financial statements, see “Note 1: Recently Enacted Accounting Standards” in the financial statements included elsewhere in this prospectus.

APPLICATION OF PROCEEDS

Since no money is being raised in this spin-off, no Application of Proceeds is here presented.

MARKET PRICE OF COMMON STOCK AND RELATED MATTERS

Market Information

While there has been a relatively liquid trading market for the shares of WZE, there has been no public trading market for the shares of FHA prior to the spin-off. FHA intends to apply for quotation of its common stock on the OTCBB such that a secondary market will commence on the spin-off date. There can be no assurance that we will be successful in this regard or that any established public market will develop for FHA’s common stock.

Holders

As of August 14 , 2012, there were approximately 7,000 shareholders of record of WZE common stock.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of August 14 , 2012, information concerning expected beneficial ownership of our common stock after giving effect to the spin-off by:

Each person or entity known to us who will beneficially own more than five percent of the outstanding shares of FHA’s common stock;

Each person who we currently know will be one of FHA’s directors or named executive officers at the time of the spin-off; and

As a group, all persons who FHA currently knows will be FHA directors and executive officers at the time of the spin-off.

The following information:

Gives effect to the spin-off as if it had occurred on August 14 , 2012, on which date 10,112,310 shares of FHA common stock were outstanding;

Reflects a 1 for 1 (100%) ratio of one share of FHA common stock for every share of WZE; and

The actual number of shares of common stock outstanding as of the spin-off date may differ to the extent that new WZE common shares are issued or repurchased between August 14 , 2012 and the record date and if (while unlikely) the assumed conversion ratio differs from the actual ratio. If the number of outstanding shares of WZE common stock increases to more than 10,112,310 shares as of the record date, the number of shares to be issued to the WZE stockholders in connection with the spin-off will increase accordingly, and FHA will amend the registration statement of which this Prospectus is a part to increase the number of shares registered thereunder.

Based on information furnished to us or on filings made under the Exchange Act by or on behalf of such person or entity, except as otherwise indicated in the footnotes below, FHA believes that each person or entity has sole voting and investment power with respect to the shares of common stock set forth opposite such person’s or entity’s name. Beneficial ownership is determined in accordance with the rules of the SEC and generally attributes beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to such shares. Except as otherwise noted below, the address for each person listed in the following table is 5001 Baum Boulevard -- Suite 770, Pittsburgh, Pennsylvania 15213.

The following table summarizes certain information with respect to the beneficial ownership of FHA’s shares, immediately after the spin-off:


Name of Beneficial Owner ⁽¹⁾		Amount and Nature of Beneficial Ownership	Owner %	Late Reports
10% Stockholders:
None
Directors:
Douglas Polinsky		112 ,500	1.1%	0
J. Gregory Smith		112 ,500	1.1%	0
Denis Yevstifeyev		112 ,500	1.1*	0
Executive Officers:
Christopher Spencer, Chief Executive Officer		551,829	5.5 %	0
John L. Busshaus		345,184	3.4%	0
All directors and executive officers as a group (6 persons)		1,234,513	12.2 %	0
All Other Shareholders		8,877,797	87.8 %
Total Shares in Issue		10,112,310	100.0%
(1)	The address of each director and officer is c/o Wizzard Software Corporation, 5001 Baum Blvd. Suite 770, Pittsburgh, Pennsylvania 15213.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

During Interim’s two most recent fiscal years and since then, no independent accountant who was previously engaged as the principal accountant to audit Interim’s financial statements, or any independent accountant who was previously engaged to audit a significant subsidiary and on whom the principal accountant expressed reliance in its report, has resigned (or indicated it has declined to stand for re-election after the completion of the current audit) or was dismissed.

RELATIONSHIP BETWEEN FHA AND WZE FOLLOWING THE SPIN-OFF

The specific terms and conditions of the spin-off are governed by a Separation Agreement between FHA and WZE. In addition, FHA and WZE have entered into a Tax Matters Agreement in connection with the spin-off.

The material terms of the respective Agreements are described below. Copies of such Agreements have been filed as Exhibits to the Registration Statement of which this Prospectus forms a part, and the summaries of these documents that follow are qualified in their entirety by reference to the full text of these documents which are incorporated by reference into this Prospectus.

Arrangement Between FHA and WZE Relating to the Spin-Off

Separation Agreement

This Separation Agreement sets forth the agreements between FHA and WZE with respect to the principal corporate transactions required to effect the spin-off, and a number of other agreements governing the relationship between FHA and WZE following the spin-off. The Separation Agreement also provides for the transfer to FHA of all of the assets and liabilities relating to its business. However, FHA will only complete the spin-off if specified conditions are met. These conditions include:

The transfer to FHA of all of the assets and liabilities attributable to its business;

The SEC declaring effective the Form S-1 Registration Statement of which this Prospectus forms a part;

The listing of FHA common stock on the OTCBB;

Receipt of material consents and approvals; and

The absence of any injunction or similar order preventing the consummation of the spin-off.

Even if these conditions are satisfied, other events or circumstances, including litigation, could occur that could affect the timing or terms of the spin-off or FHA’s ability or plans to complete the spin-off. As a result of any such events or circumstances, the spin-off may not occur and, if it does occur, it may not occur on the terms or in the manner described, or in the time frame contemplated. The decision to effectuate or to abandon the spin-off is left to the sole discretion of WZE’s Board of Directors. In the event of a material change in the terms or the manner of the spin-off, we will file an amendment to the registration statement of which this prospectus is a part. If there is such a change following the effective date of the registration statement, we will file a post-effective amendment thereto and will distribute a revised prospectus.

The Separation. WZE and FHA will take necessary actions to transfer to FHA any and all rights, title and interest in and to FHA Assets held by WZE.

Following the spinoff, all rights, title and obligations, of the parties will belong to FHA:

Cash balance held by FHA at the date of separation.

Any Certificates of deposit held by FHA at the date of separation.

All prepaid expenses including retainers and security deposits.

All furniture, fixtures, computers, and equipment.

All intercompany receivables from, payables to and investments in WZE.

WZE will prepare and mail to all holders of its common, the Notice of Dividend. WZE and FHA will prepare, and FHA will file with the SEC any documentation for the Dividend and WZE and FHA will each use their respective reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable.

The closing of the Separation will take place on the Dividend Date and will be effective at close of business on the Dividend Date, unless the parties agree in writing to another time, date and place. We anticipate the spin-off to be completed by August __, 2012

WZE and FHA will use reasonable efforts to amend all contractual arrangements between WZE, any of its Subsidiaries and any other Person that relate to the FHA Business.

WZE and FHA will eliminate all Intercompany Accounts.

All liabilities of FHA resulting from the operations of FHA’s business, including its contracts and assets;

All other liabilities reflected in the most recent balance sheet of FHA;

Any liabilities arising out of, relating to or resulting from, a specified list of litigation (none of which is anticipated);

Specified liabilities resulting from the spin-off;

Obligations and commitments under specified contracts; and

Any other liabilities.

We are unable to determine an exact dollar amount of the liabilities that FHA will assume under the agreement, but estimate it will be less than $20,000.

INDEMNIFICATION

FHA will indemnify WZE and their successors against any and all Indemnifiable Losses of the WZE Corporate Indemnified Parties from:

(a) the failure of FHA to satisfy any FHA Liabilities, whether prior to or after the Dividend Date;

(b) FHA’s failure to observe its obligations under the Separation Agreement;

(c) Any and all Liabilities arising from the Separation, the Dividend, and/or the Registration Statement and (ii) all amounts WZE is required to pay to directors of FHA;

(d) Liabilities from the oversight and/or management of the businesses and affairs of WZE (collectively, the “ WZE Management Activities ”) prior to the Dividend Date.

WZE will indemnify FHA and the FHA Subsidiaries against any and all Indemnifiable Losses of the FHA Corporate Indemnified Parties from :

(a) the failure of FHA to pay to satisfy any FHA, whether prior to or after the Dividend Date;

(b) WZE’s failure to its obligations under the Separation Agreement;

WZE and FHA will jointly and severally indemnify, defend and hold harmless each of the officers, directors, employees, agents and advisors of WZE, and FHA against any and all indemnifiable losses resulting from, directly or indirectly, the spin-off..

In addition, the Separation Agreement also includes operating principles that will govern FHA’s and WZE’s conduct concerning, and use of, specified instruments and other technologies currently utilized by one or both of FHA and WZE.

Tax Matters Arrangement

The Tax Matters Agreement was entered into on June 22, 2012, between FHA and WZE for the purpose of completing the spin-off of FHA, and will govern FHA’s and WZE’s respective rights, responsibilities and obligations after the spin-off with respect to taxes. Below is a summary of the material terms of the agreement, including the provisions relating to indemnification of each party:

Preparation and Filing of Tax Returns

WZE has the responsibility for the preparation and filing of:

(a) all Consolidated Returns and all Combined Returns for any taxable period up to and including the Dividend Date;

(b) all Income Tax Returns (other than Consolidated Returns and Combined Returns) with respect to WZE and/or any WZE Subsidiary for any taxable period;

(d) all Non-Income Tax Returns with respect to FHA, or the FHA Business, that are required to be filed on or prior to the Split-Off Date.

FHA has the responsibility for the preparation and filing of:

(a) all Income Tax Returns (other than Consolidated Returns and Combined Returns) with respect to FHA for any taxable period that are required to be filed after the Split-Off Date; and

(b) all Non-Income Tax Returns with respect to FHA, or the FHA Business that is required to be filed after the Split-Off Date.

Liability for Ordinary Course Taxes

WZE will be liable for the following Taxes, and will be entitled to receive and retain all refunds of:

(a) all Taxes attributable to WZE, in each case for any and all periods,

(b) all Taxes attributable to FHA, the FHA Business, for all Pre-Split-Off Periods,

(c) all Taxes for which FHA may be liable by virtue of any agreement or arrangement with respect to Taxes entered into on or prior to the Split-Off Date.

FHA is liable for all Taxes attributable to all members of FHA or the FHA Business, for all Post-Split-Off Periods.

Indemnification

WZE will indemnify FHA, and their directors, officers and employees, and hold them harmless against any and all Taxes for which WZE is liable under the Agreement and any loss, cost, damage or expense, including reasonable attorneys’ fees and costs, that is attributable to, or results from, the failure of WZE, or any director, officer or employee to make any payment required to be made under the Agreement. FHA will indemnify WZE, and their directors, officers and employees, and hold them harmless against any and all Taxes for which FHA is liable under the Agreement and any loss, cost, damage or expense, including reasonable attorneys’ fees and costs, that is attributable to, or results from, the failure of FHA or any director, officer or employee to make any payment required to be made under the Agreement.

WZE will indemnify FHA, and its directors, officers and employees, and hold them harmless from any cost, fine, penalty or other expense of any kind attributable to the failure of WZE in supplying FHA with inaccurate or incomplete information, in connection with the preparation of any Tax Return. FHA will indemnify WZE, and its directors, officers and employees, and hold them harmless from any cost, fine, penalty, or other expenses of any kind attributable to the failure of FHA in supplying WZE with inaccurate or incomplete information, in connection with the preparation of any Tax Return.

Nothing in the Agreement will be construed as a guarantee of the existence or amount of any loss, credit, carryforward, basis or other Tax Item, whether past, present or future, of WZE or FHA. In addition, for the avoidance of doubt, for purposes of determining any amount owed between the Parties, all such determinations will be made without regard to any financial accounting tax asset or liability or other financial accounting items.

ABSENCE OF PUBLIC MARKET AND DIVIDEND POLICY

Public Market

WZE, which currently has approximately 7,000 common shareholders, will remain a reporting company under Section 13 of the Securities Exchange Act of 1934 after this spin-off. There is a public trading market on the NYSE MKT exchange for the shares of WZE. The completion of the spin-off will not have any effect on the number of WZE shares held by each WZE stockholder.

While not currently a reporting company, FHA will become a Section 15(d) reporting company because of this registered spin-off concurrent with the date of this Prospectus. Moreover, we believe that this registered spin-off and associated reporting status will permit FHA to qualify its shares for quotation on the OTCBB or other secondary markets for which FHA’s common shares may then qualify. (See “Risk Factors”). FHA intends to apply for quotations of its common stock on the OTCBB, but we cannot assure you when or if we will be successful in this regard or that any established public market will develop for FHA’s shares.

Dividend Policy

Short-term or long-term operations prospects may not result in a profit for WZE or FHA. Therefore, neither company is likely to pay immediate dividends nor an investment in FHA is thus not suitable for investors seeking current income for financial or tax planning purposes. Future dividends will be paid at the sole discretion of the respective Boards of Directors of WZE and FHA.

CAPITALIZATION

The following sets forth the capitalization of FHA as of June 30, 2012 [(the date of the Interim financials contained in the Prospectus)]:

200,000,000 shares of one mill ($0.001) par value common stock authorized ,with 1,000 outstanding all held by WZE

5,000,000 shares of one mill ($0.001) par value preferred stock, with such rights and preferences as the Board of Directors may determine. As of the date hereof, there are no outstanding shares of preferred stock.

Upon completion of the spin–off, FHA expects to have 10,112,310 common shares outstanding.

DILUTION

The percentage of equity that the stockholders of WZE will beneficially own immediately before and after the completion of the spin-off will remain unchanged. The spin-off is designed to have no impact on the ownership interest of WZE’s stockholders immediately before and after the transaction is completed. In addition, each such stockholder will hold the same percentage of equity in FHA at the completion of the spin-off that he/she/it then holds in WZE.

DESCRIPTION OF CAPITAL STOCK

FHA was incorporated on June 22, 2012 in the State of Wyoming. Copies of its Articles of Incorporation and Bylaws have been filed as exhibits to the registration statement of which this Prospectus forms a part. The following information reflects FHA’s Articles of Incorporation and Bylaws as these documents will be in effect at the time of the consummation of the spin-off.

Authorized Capital Stock

FHA’s authorized capital stock consists of 205,000,000 shares, all of which have a par value of one mill ($0.001) per share. Of the total shares, 200,000,000 are designated as common stock, and 5,000,000 are designated as preferred stock. Immediately following the spin-off, FHA will have approximately 10,112,310 shares of common stock issued and outstanding, based upon the number of common shares, and warrants and options outstanding as of August 14 , 2012. As of the date hereof, FHA has no outstanding shares of preferred stock and we do not expect that any such shares will be outstanding at the time that the spin-off is completed. The outstanding options and warrants of WZE will be converted to common stock of WZE prior to the spin-off of FHA.

Common Stock of FHA and WZE

The holders of FHA and WZE common stock (the “companies”) have equal rights, powers and privileges.

Voting Rights. The holders of the companies’ common stock will be entitled to one vote for each share held, on all matters voted on by the companies’ stockholders, including elections of directors. The companies’ Articles of Incorporation do not provide for cumulative voting in the election of directors. Generally, all matters to be voted on by the companies’ stockholders must be approved by a majority of the votes entitled to be cast by all shares of common stock present or represented by proxy.

Dividends. Holders of the companies’ common stock are entitled to receive dividends as, when and if dividends are declared by the respective Boards of Directors out of assets legally available for the payment of dividends. It is not the current expectation of either of the companies to pay dividends.

Liquidation. In the event of a liquidation, dissolution or winding up of the companies’ respective affairs, whether voluntary or involuntary, after payment of liabilities and obligations to creditors, the remaining assets will be distributed ratably among the holders of shares of common stock on a per share basis. If there exist any preferred stock outstanding at such time, holders of the preferred stock may be entitled to distribution and/or liquidation preferences. In either case, the affected company would need to pay the applicable distribution to its holders of preferred stock before distributions are paid to the holders of the associated common stock.

Rights and preferences. The companies’ common stock has no preemptive, redemption, conversion or subscription rights. The rights, powers, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that may be designated and issued in the future.

Preferred Stock of FHA

FHA’s Articles of Incorporation provide that its Board of Directors has the authority, without action by the stockholders, to designate and issue up to 5,000,000 shares of preferred stock in one or more classes or series and to fix the powers, rights, preferences and privileges of each class or series of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any class or series, which may be greater than the rights of the holders of the common stock. Any issuance of shares of preferred stock could adversely affect the voting power of holders of common stock, and the likelihood that the holders will receive dividend payments and payments upon liquidation could have the effect of delaying, deferring or preventing a change in control. As of the date of this Prospectus, FHA’s Board of Directors has not designated any series of preferred stock and no shares of preferred stock will be issued in connection with the spin-off.

Anti-Takeover Effects of Certain Provisions of the Companies’ Articles of Incorporation and Bylaws

Board of Directors. The companies’ Bylaws provide that, subject to the rights of the holders of any class or series of preferred stock to elect additional directors under specified circumstances, the number of directors will be fixed from time to time exclusively by a resolution adopted by the companies’ Board of Directors, but will not be less than three directors. The current number of directors currently serving on each company’s Board of Directors is five.

The companies’ Bylaws further provide that, subject to the rights of the holders of any class or series of preferred stock to elect directors under specified circumstances, any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring on the respective Board of Directors may be filled by a majority of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director. Any director of any class elected to fill a vacancy resulting from an increase in the number of directors of such class will hold office for a term that coincides with the remaining term of that class. Any director elected to fill a vacancy not resulting from an increase in the number of directors will have the same remaining term as that of his or her predecessor. Subject to the rights, if any, of the holders of any outstanding class or series of preferred stock, any or all of the companies’ directors may be removed from office at any time by the affirmative vote of the holders of at least a majority of the voting power of their then outstanding capital stock entitled to vote generally in the election of directors.

Authorized Shares. The companies’ Articles of Incorporation provide that each may from time to time issue shares of preferred stock in one or more series, the terms of which will be determined by the respective Boards of

Directors, and common stock. The companies will not solicit approval of their stockholders unless such Board of Directors believes that approval is advisable or is required by stock exchange regulations or the applicable corporation law. This could enable the respective Board of Directors to issue shares to persons friendly to current management which could render more difficult or discourage an attempt to obtain control of the affected company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of its management. Such additional shares also could be used to dilute the stock ownership of persons seeking to obtain control of the affected company.

Special Meetings. The Bylaws of each company authorize special meetings of stockholders to be called by the Board of Directors, the Chairman of the Board or the President, or at the request of holders of at least 10% of the stock of each company.

Advance Notice Procedures. The companies’ amended and restated By-laws establish an advance notice procedure for stockholders to make nominations of candidates for election as directors or to bring other business before an annual meeting of stockholders. These stockholder notice procedures provide that only persons who are nominated by the respective companies’ Board of Directors, a committee thereof, or by a stockholder whose notice has been delivered to the company not less than 60 nor more than 90 days prior to the meeting.

For nominations to be properly brought before an annual meeting by a stockholder, such stockholder’s notice must set forth:

The name, age, business address and residence address of such nominee;

The number of shares of common stock of the applicable company which are owned beneficially by the nominee;

Any other information relating to such person that is required to be disclosed in proxy solicitations for the election of directors or is otherwise required pursuant to Regulation 14A of the Exchange Act;

The name and record address of the nominating stockholder; and

The number of company shares held by such stockholder.

The Chairman of each company’s Board of Directors has the power and the duty to determine whether a nomination or any business proposed to be brought before the meeting has been made in accordance with the advance notice procedures and, if any proposed nomination or business is not in compliance with its Bylaws, to declare that the defective proposed business or nomination will not be presented for stockholder action at the meeting and will be disregarded.

Transfer Agent and Registrar

Interwest Transfer Company Inc., 1981 East Murray-Holladay Road, Salt Lake City, Utah 84117 (Telephone: 801-272-9294) will be the transfer agent and registrar for the common stock of both FHA and WZE following the completion of the spin-off.

Emerging Growth Company

FHA may be deemed to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act. As long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding an annual nonbinding advisory vote on executive compensation and seeking nonbinding stockholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.”

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this

exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

We will remain an “emerging growth company” for up to five years, although we would cease to be an “emerging growth company” prior to such time if we have more than $1 billion in annual revenue, more than $700 million in market value of our common stock is held by non-affiliates or we issue more than $1 billion of non-convertible debt over a three-year period.

SHARES ELIGIBLE FOR FUTURE SALES

After completion of the spin-off, there will be approximately 10,112,310 FHA shares of its common stock outstanding, based upon the number of shares of WZE’s common stock outstanding on August 14 , 2012. All of these shares will be freely transferable without restriction under the Securities Act except for shares that are owned by our “affiliates,” as that term is defined in Rule 144 under the Securities Act, which includes FHA’s directors, executive officers and significant stockholders. Shares of FHA’s common stock held by affiliates may not be sold unless they are registered under the Securities Act or are sold pursuant to an exemption from registration, including an exemption contained in Rule 144 under the Securities Act.

Rule 144

In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated), including an affiliate, who beneficially owns “restricted securities” of a “reporting company” may not sell these securities until the person has beneficially owned them for at least six months. Thereafter, affiliates may not sell within any three-month period a number of shares in excess of the greater of: (i) 1% of the then outstanding shares of common stock as shown by the most recent report or statement published by the issuer; and (ii) the average weekly reported trading volume in such securities during the four preceding calendar weeks.

Sales under Rule 144 by FHA’s affiliates also will be subject to restrictions relating to manner of sale, notice and the availability of current public information about us and may be affected only through unsolicited brokers’ transactions.

Persons not deemed to be FHA’s affiliates who have beneficially owned “restricted securities” for at least six months but for less than one year may sell these securities, provided that current public information about FHA is “available,” which means that, on the date of sale, FHA has been subject to the reporting requirements of the Exchange Act for at least 90 days and is current in its Exchange Act filings. After beneficially owning “restricted securities” for one year, FHA’s non-affiliates may engage in unlimited re-sales of such securities.

Shares received by FHA’s affiliates in the spin-off or upon exercise of stock options or upon vesting of other equity-linked awards may be “controlled securities” rather than “restricted securities.” “Controlled securities” are subject to the same volume limitations as “restricted securities” but are not subject to holding period requirements.

Stock Plans

FHA has no stock plans in effect. No prediction can be made as to the effect, if any, that market sales of restricted or freely trading shares will have on the market price of its common stock prevailing from time to time. Nevertheless, sales of substantial amounts of common stock, or the perception that such sales could occur, could adversely affect prevailing market prices for FHA’s common stock and could impair its future ability to raise capital through an offering of its equity securities.

LEGAL MATTERS

The validity of Shares being offered by this Prospectus will be passed upon by Branden T. Burningham, Esq.

INTEREST OF NAMED EXPERTS AND COUNSEL

The financial statements included in this Prospectus and in the Registration Statement have been audited by Gregory & Associates, LLC, independent registered public accounting firm, to the extent and for the periods set forth in their report, appearing as Appendix F to this Prospectus, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

No expert named in the registration statement of which this Prospectus is a part as having prepared or certified any part thereof (or who is named as having prepared or certified a report or valuation for use in connection with the registration statement) or counsel for the registrant named in this Prospectus as having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of such securities was employed for such purpose on a contingent basis, or at the time of such preparation, certification or opinion or at any time thereafter, had or is to receive in connection with the offering a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries or was connected with the registrant or any of its parents or subsidiaries as a promoter, managing underwriter (or any principal underwriter, if there are no managing underwriters) voting trustee, director, officer, or employee.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

WHERE YOU CAN FIND MORE INFORMATION

FHA has filed with the SEC a Registration Statement on Form S-1 under the Securities Act with respect to the shares of FHA common stock being registered hereunder. This Prospectus, which forms a part of the Registration Statement, does not contain all the information included in the Registration Statement and the exhibits thereto, to which reference is hereby made. You should refer to the Registration Statement, including its exhibits and schedules, for further information about WZE, its common stock and the FHA stock being spun-off pursuant to this Prospectus.

From and after the effective date of the spin-off, FHA will become subject to the informational requirements of the Securities Exchange Act of 1934. Accordingly, we will file annual, quarterly and other reports and other information with the SEC. WZE is also required to file annual quarterly and other information with the SEC, and such reports and other information may contain important information about us. For so long as FHA’s wholly-owned subsidiary, Interim, has been operating as a subsidiary of WZE, the results of Interim’s operations have been included in WZE’s consolidated financial statements. You may read and copy the Registration Statement and the reports and other information that FHA may in the future file at the SEC’s Public Reference Room located at Station Place, 100 F Street, N.E., Washington D.C. 20549. You may also receive copies of these documents upon payment of a duplicating fee, by writing to the SEC’s Public Reference Room. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. FHA’s future SEC filings will also be available to the public from commercial document retrieval services and at the Internet world-wide website maintained by the SEC at www.sec.gov. Please note that information included in FHA’s website does not form a part of this Prospectus.

No person is authorized to give any information or to make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized. Neither the delivery of this Prospectus nor any distribution of securities made hereunder shall imply that there has been no change in the information set forth herein or in FHA’s affairs since the date hereof.

Interim Healthcare of Wyoming, Inc.

Financial Statements

F-1

Interim Healthcare of Wyoming, Inc.

Index to Financial Statements


	Page

Report of Independent Registered Public Accounting Firm	F-3

Balance Sheets	F-4

Statements of Operations	F-5

Statements of Changes in Stockholder’s Equity	F-6

Statements of Cash Flows	F-7

Notes to Financial Statements	F-8

F-2

[FHA_FORMS1V7REDLINE007.JPG]

4397 South Albright Drive, Salt Lake City, UT 84124

(801) 277-2763 Phone • (801) 277-6509 Fax

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

INTERIM HEALTHCARE OF WYOMING, INC.

Pittsburgh, Pennsylvania 15213

We have audited the accompanying balance sheets of Interim Healthcare of Wyoming, Inc. as of December 31, 2011, 2010 and 2009, and the related statements of operations, stockholders' equity and cash flows for the years ended December 31, 2011, 2010 and 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, and audit of its internal controls over financial reporting for the years ended December 31, 2011, 2010 and 2009. Our audit included consideration of internal controls over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal controls over financial reporting for the years ended December 31, 2011, 2010 and 2009. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audit, the financial statements audited by us present fairly, in all material respects, the financial position of Interim Healthcare of Wyoming, Inc. as of December 31, 2011, 2010 and 2009 and the results of their operations and their cash flows for the years ended December 31, 2011, 2010 and 2009, in conformity with generally accepted accounting principles in the United States of America.

/s/ Gregory & Associates, LLC

June 22, 2012

Salt Lake City, Utah

F-3

INTERIM HEALTHCARE OF WYOMING, INC.

BALANCE SHEETS

[1] net of $20,200 allowance

[2] net of $34,200 allowance

[3] $.001 par value, 50,000 shares authorized, 1,000 shares issued and outstanding

The accompanying notes are an integral part of these financial statements.

F-4

INTERIM HEALTHCARE OF WYOMING, INC.

STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these financial statements.

F-5

The accompanying notes are an integral part of these financial statements.

F-6

INTERIM HEALTHCARE OF WYOMING, INC.
STATEMENTS OF CASH FLOWS

Supplemental Disclosures of Non-Cash Investing and Financing

Activities:

For the Years Ended December 31, 2011, 2010 and 2009

None

The accompanying notes are an integral part of these financial statements

F-7

INTERIM HEALTHCARE OF WYOMING, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization – Interim Healthcare of Wyoming, Inc. ["Interim"], a Wyoming corporation and a wholly owned subsidiary of Wizzard Software Corporation, was organized on September 30, 1991. Interim operates primarily in the home healthcare and healthcare staffing services in Wyoming and Montana. On September 8, 2005, Wizzard Software Corporation purchased all of the issued and outstanding shares of Interim Healthcare of Wyoming, Inc. ["Interim"], a Wyoming corporation, in a transaction accounted for as a purchase. On April 3, 2007, Interim purchased the operations of Professional Personnel, Inc., d.b.a., Professional Nursing Personnel Pool [“PNPP”].

Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Management made assumptions and estimates for determining reserve for accounts receivable, obsolete inventory and in determining the impairment of definite life intangible assets and goodwill. Actual results could differ from those estimated by management.

Reclassification – The financial statements for the period ended prior to December 31, 2011 have been reclassified to conform to the headings and classifications used in the December 31, 2011 financial statements.

Cash and Cash Equivalents – The Company considers all highly liquid investments with an original maturity date of three months or less when purchased to be cash equivalents. At December 31, 2011, the Company had no cash balances in excess of federally insured limits.

Accounts Receivable - Accounts receivable consist of trade receivables arising in the normal course of business. At December 31, 2011 and 2010, the Company has an allowance for doubtful accounts of $20,200 and $34,200, respectively, which reflects the Company's best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. During the years ended December 31, 2011, 2010 and 2009, the Company adjusted the allowance for bad debt by $14,000, $0 and $0, respectively.

Depreciation - Depreciation of property and equipment is provided on the straight-line method over the estimated useful lives.

Long-lived intangible assets

Leases - The Company accounts for leases in accordance with Accounting Standards Codification (“ASC”) Topic 840, (formerly Statement of Financial Accounting Standards SFAS No. 13 "Accounting for Leases"). Leases that meet one or more of the capital lease criteria of standard are recorded as a capital lease, all other leases are operating leases.

F-8

INTERIM HEALTHCARE OF WYOMING, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

Goodwill - Goodwill is evaluated for impairment annually in the fourth quarter of the Company’s fiscal year, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of goodwill or a significant decrease in expected cash flows. The company recorded an impairment charge of $730,825 on goodwill, during the quarter ended December 31, 2011as the estimated fair value of the reporting units was less than their estimated fair values.

Loss Per Share - The Company computes loss per share in accordance with FASB ASC Topic 260 Earnings Per Share, which requires the Company to present basic earnings per share and diluted earnings per share when the effect is dilutive (see Note 7).

Income Taxes - The Company accounts for income taxes in accordance with FASB ASC Topic 740 Accounting for Income Taxes. This topic requires an asset and liability approach for accounting for income taxes (see Note 5).

Advertising Costs - Advertising costs are expensed as incurred and amounted to $31,040, $32,703 and $50,199 for the period ending December 31, 2011, 2010 and 2009, respectively.

Fair Value of Financial Instruments - The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820. The authoritative guidance, which, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

•

Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities;

•

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

•

Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, prepaid expenses, accounts payable, and accrued expenses approximates their recorded values due to their short-term maturities.

Revenue Recognition - Revenue is generated from various payor’s including Medicare, Medicaid, Insurance Companies, and various other entities and individuals. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, Revenue is recognized when persuasive evidence of an arrangement exists, services have been provided, the price of services is fixed or determinable, and collection is reasonably assured. Payments received prior to services being provided are recorded as a liability (deferred revenue) until such services are performed. Revenue is recorded as net revenue in that contractual adjustments and discounts are deducted from Gross Revenue to determine net revenue.

F-9

INTERIM HEALTHCARE OF WYOMING, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Recently Enacted Accounting Standards

In December 2010, the FASB issued Accounting Standards Update No. 2010-28, Intangibles — Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (ASU 2010-28). ASU 2010-28 modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. ASU 2010-28 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010.

Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

NOTE 2 - PROPERTY & EQUIPMENT

The following is a summary of property and equipment at:

Depreciation expense for the periods ended December 31, 2011, 2010 and 2009 was $5,325, $9,276 and $12,682, respectively.

NOTE 3 - GOODWILL

Impairment - During 2011, Wizzard Software Corporation the parent of the Company performed its annual test of impairment of goodwill by comparing the net carrying value of the intangible asset with the quoted market prices on the NYSE – MKT. The Fair value was estimated using the average closing quoted stock price of Wizzard Software Corporation during the fourth quarter of 2011. Based upon the results of this analysis, it was determined that the goodwill was impaired. The Company recorded an impairment charge of $730,825 as a result of impairment testing.

Goodwill - The following is a summary of goodwill:


	For the periods ended
		December 31, 2011		December 31, 2010		December 31, 2009

Goodwill at beginning of period	$	1,920,486	$	1,920,486	$	1,920,486
Impairment		(730,825)		-		-
Goodwill at end of period	$	1,189,661	$	1,920,486	$	1,920,486

F-10

INTERIM HEALTHCARE OF WYOMING, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 3 - GOODWILL - continued


Goodwill consists of:		December 31,		December 31,		December 31,
		2011		2010		2009
Interim Healthcare of Wyoming – Casper	$	585,881	$	945,795	$	945,795
Interim Healthcare of Wyoming - Billings		603,780		974,691		974,691
Total Goodwill	$	1,189,661	$	1,920,486	$	1,920,486

NOTE 4 - CAPITAL STOCK

Common Stock - The Company has authorized 50,000 shares of common stock, $0.001 par value. As of December 31, 2011, 2010 and 2009, 1,000 shares were issued and outstanding. The Company is a wholly owned subsidiary of Wizzard Software Corporation.

NOTE 5 - INCOME TAXES

The Company accounts for income taxes in accordance with FASB ASC Topic 740, Accounting for Income Taxes which requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards. At December 31, 2011 and 2010, the total of all deferred tax assets was $104,965 and $21,721, respectively, and the total of the deferred tax liabilities was $0 and $111,256, respectively. The amount of and ultimate realization of the benefits from the deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the Company’s future earnings, and other future events. The Company believe it is more than likely not that the Company will have earnings in the near future and the realization of the benefit of the deferred tax assets.

The components of income tax expense (benefit) from continuing operations for the Years ended December 31, 2011, 2010 and 2009 consist of the following:


		For the Years Ended
		December 31
		2011		2010		2009
Current tax expense:					$
Federal	$	0		0		0
State		0		0		0
Current tax expense		0		0		0

Deferred tax expense (benefit):
Allowance for doubtful accounts		5,072		0		0
Bonus accrual		(3,391)		189		(55)
Vacation accrual		(337)		(621)		(386)
Goodwill – impaired		(264,760)		0		0
Goodwill – tax amortization		46,383		46,383		46,383
Net operating loss carryforward		22,533		(35,536)		(59,223)
Valuation allowance		0		0		0
Subtotal deferred tax expense/(benefit)		(194,500)		10,416		(13,281)
Income tax expense/(benefit)	$	(194,500)	$	10,416	$	(13,281)

F-11

INTERIM HEALTHCARE OF WYOMING, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 5 – INCOME TAXES – continued

Deferred income tax expense/(benefit) results primarily from the reversal of temporary timing differences between tax and financial statement income.

A reconciliation of income tax expense at the federal statutory rate to income tax expense at the company’s effective rate is as follows:



		For the Years Ended December 31,
		2011		2010		2009
Current deferred tax assets:
Computed tax at the expected statutory rate	$	(184,259)	$	8,915	$	(13,828)
State and local income taxes, net of federal		(11,959)		640		(817)
Other non-deductible expenses		1,718		861		1,363
Change in valuation allowance		0		0		0
Income tax expense/(benefit)	$	(194,500)	$	10,416	$	(13,281)

The temporary differences, tax credits and carryforwards gave rise to the following deferred tax asset December 31, 2011 and 2010:


		December 31,		December 31,		December 31,
		2011		2010		2009
Current deferred tax assets (liabilities):
Allowance for doubtful accounts	$	6,950	$	12,021	$	12,021
Bonus accrual		5,072		1,681		1,870
Vacation accrual		8,356		8,019		7,398
Valuation allowance		0		0		0
Total current deferred tax assets (liabilities)		20,377		21,721		21,289

Long-term deferred tax assets (liabilities):
Excess of goodwill/intangible assets amortization for tax over book		12,362		(206,015)		(159,631)
Net operating loss carryforward		72,226		94,759		59,223
Valuation allowance		0		0		0
Total long-term deferred tax assets (liabilities)	$	84,588	$	(111,256)	$	(100,408)
Net term deferred tax assets (liabilities)	$	104,965	$	(89,535)	$	(79,119)

At December 31, 2011, the company has loss carryforwards totaling $199,000 that begin to expire in the year 2030.

We file U.S. federal, and U.S. states return, we are generally no longer subject to tax examinations for years prior to 2007 for U.S. federal and U.S. states tax returns.

F-12

INTERIM HEALTHCARE OF WYOMING, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 6 - LEASES

Operating Lease - The Company leases office space in Casper, Wyoming for $4,750 a month through June 2018. The Company further leases space in Billings, Montana for of $1,406 a month through February 2014.

The future minimum lease payments for non-cancelable operating leases having remaining terms in excess of one year as of December 31, 2011 are as follows:

Year ending December 31

Lease Payments

2012

73,872

2013

73,872

2014

59,812

2015

57,000

2016

57,000

Thereafter

85,500

______________

Total Minimum Lease Payments

407,056

Lease expense charged to operations was $73,872, $61,200 and $61,200 for the periods ended December 31, 2011, 2010 and 2009, respectively.

NOTE 7 – INCOME/(LOSS) PER SHARE

The following data shows the amounts used in computing loss per share and the weighted average number of shares of common stock outstanding for the periods presented for the periods ended:


		December 31, 2011		December 31, 2010		December 31, 2009
Income/(Loss) from continuing operations available to common stockholders (numerator)	$	(347,438)	$	15,803	$	(27,389)
Income/(Loss) available to common stockholders (numerator)		(347,438)		15,803		(27,389)
Weighted average number of common shares outstanding during the period used in loss per share (denominator)		1,000		1,000		1,000

NOTE 8 - CONCENTRATION OF REVENUES

For 2011, 2010 and 2009, Medicare and Medicaid reimbursement was 39%, 44% and 43% of revenue, respectively.

The following is a break out of revenue by major customer:



	2011	2010	2009
Medicare	476,078	403,938	550,941
Medicaid	912,261	955,337	854,280
All Other	2,037,382	1,739,815	1,499,561
Total Sales	3,425,721	3,099,090	2,904,782

F-13

INTERIM HEALTHCARE OF WYOMING, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 9 - SUBSEQUENT EVENTS

Subsequent events have been evaluated through the date and time of this report:

On June 8, 2012, the Board of Directors of Wizzard Software Corporation (WZE) resolved to organize Future Healthcare of America (FHA) to spin-off the operations of Interim Health Care of Wyoming, Inc., (Interim) wherein WZE ownership of Interim was transferred to FHA and Wizzard Software Corporation’s Board of Directors declared a stock dividend of 1 common share stock credit of FHA to each common shareholder of WZE that is payable on August __, 2012 to each WZE’s shareholders of record on August __, 2012. The Dividend will effectively spin-off the operations of FHA to the shareholders of WZE.

In connection with the dividend WZE and FHA and its wholly owned subsidiary, Interim Health Care of Wyoming, Inc. (Interim), entered into a spin-off agreement wherein FHA and Interim agree to indemnify, defend and hold harmless WZE including:

Interim will assume and agree to pay 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 will each be responsible for its 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 indemnify Interim form all past, present and future liabilities related to our business. Interim shall indemnify WZE from any and all losses arising resulting from:

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

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

(c) Interim’s failure to observe its obligations under the Separation Agreement or any of the other separation documents;

(d) Any and all Liabilities relating to the Separation, the Dividend, and/or the Registration Statement including, any amounts it is required to pay to the Indemnified Parties and (ii) all amounts WZE is required to pay to directors of Interim;

(e) Liabilities arising from the oversight and/or management of the businesses and affairs of WZE prior to the Dividend Date.

F-14

Interim Healthcare of Wyoming, Inc.

Financial Statements

The Unaudited Financial Statements of the Company were prepared by management and commence on the following page, together with related notes. In the opinion of management, the Unaudited Consolidated Financial Statements fairly present the financial condition of the Company.

Interim Healthcare of Wyoming, Inc.

Index to Unaudited Financial Statements


	Page


Balance Sheets	F-16

Statements of Operations	F-17

Statements of Stockholders Equity	F-18

Statements of Cash Flows	F-19

Notes to Financial Statements	F-20

F-15

INTERIM HEALTHCARE OF WYOMING, INC.

BALANCE SHEETS


	June 30, 2012		December 31, 2011
Interim Statement of Financial Position
CURRENT ASSETS:
Cash	385,587		535,145
Accounts receivable	606,834	[1]	382,137	[1]
Prepaid expenses	30,143		15,349
Deferred tax asset, current	20,377		20,377
Total current assets	1,042,941		953,008

PROPERTY AND EQUIPMENT, net	2,496		4,275
GOODWILL	1,189,661		1,189,661
DEFERRED TAX ASSET, NET	84,587		84,587
Total assets	2,319,685		2,231,531

CURRENT LIABILITIES:
Accounts payable	30,895		49,976
Accrued expenses	89,069		87,209
Total current liabilities	119,964		137,185

DEFERRED TAX LIABILITY, NET	0		0

Total liabilities	119,964		137,185

STOCKHOLDERS' EQUITY

Common stock	1	[2]	1	[2]
Additional paid-in capital	1,423,620		1,585,190
Retained Earnings	776,100		509,155
Total stockholders' equity	2,199,721		2,094,346
Total liabilities and stockholders' equity	2,319,685		2,231,531

[1] net of $20,200 allowance

[2] $.001 par value, 50,000 shares authorized, 1,000 shares issued and outstanding

The accompanying notes are an integral part of these financial statements.

F-16

INTERIM HEALTHCARE OF WYOMING, INC.

STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these financial statements.

F-17

The accompanying notes are an integral part of these financial statements.

F-18

INTERIM HEALTHCARE OF WYOMING, INC.
STATEMENTS OF CASH FLOWS


	June 30, 2012	June 30, 2011
Interim Statement of Cash Flows
Cash Flows from Operating Activities	266,945	55,455
Net income (loss)
Adjustments to reconcile net loss to net cash used in operating activities:

Change in deferred tax assets and liabilities	0	0
Change in allowance for doubtful accounts	0	(14,000)
Depreciation and amortization expense	1,778	2,875
Impairment of goodwill	0	0
Change in assets and liabilities:
Increase (Decrease) Accounts receivable	(224,697)	23,320
Increase (Decrease) Prepaid expenses	(19,842)	(9,266)
(Increase) Decrease Accounts payable	(19,080)	(10,724)
(Increase) Decrease Accrued expense	(1,625)	30,270
(Increase) Decrease Deferred revenue	8,533	(3,495)
Net Cash Provided by Operating Activities	12,012	74,435

Cash Flows from Investing Activities:
Purchase of property & equipment	0	0

Net Cash Used in Investing Activities	0	0


Cash Flows from Financing Activities:
Payments (to)/from Wizzard Software	(161,571)	68,900

Net Cash Provided/ (Used) by Financing Activities	(161,571)	68,900

Net Increase (Decrease) in Cash	(149,559)	143,335
Cash at Beginning of Period	535,144	205,907
Cash at End of Period	385,585	349,242
Supplemental Disclosures of Cash Flow Information
Cash paid during the periods for:
Interest	0	447
Income taxes	0	0

Supplemental Disclosures of Non-Cash Investing and Financing

Activities:

For the Six Months Ended June 30, 2012 and 2011

None

The accompanying notes are an integral part of these financial statements

F-19

INTERIM HEALTHCARE OF WYOMING, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reclassification – The financial statements for the period ended prior to June 30, 2012 have been reclassified to conform to the headings and classifications used in the June 30, 2012 financial statements.

Cash and Cash Equivalents – The Company considers all highly liquid investments with an original maturity date of three months or less when purchased to be cash equivalents. At June 31, 2012, the Company had no cash balances in excess of federally insured limits.

Accounts Receivable - Accounts receivable consist of trade receivables arising in the normal course of business. At June 30, 2012 and 2011, the Company has an allowance for doubtful accounts of $20,200, which reflects the Company's best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. During the six months ended June 30, 2012 and 2011, the Company adjusted the allowance for bad debt by $0 and $14,000, respectively.

Depreciation - Depreciation of property and equipment is provided on the straight-line method over the estimated useful lives.

F-20

INTERIM HEALTHCARE OF WYOMING, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Goodwill - Goodwill is evaluated for impairment annually in the fourth quarter of the Company’s fiscal year, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of goodwill or a significant decrease in expected cash flows. The company recorded an impairment charge of $730,825 on goodwill during the quarter ended December 31, 2011as the estimated fair value of the reporting units was less than their estimated fair values.

Advertising Costs - Advertising costs are expensed as incurred and amounted to $24,280 and $16,750 for the periods ending June 30, 2012 and 2011, respectively.

•

Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities;

•

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

•

Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Revenue Recognition - Revenue is generated from various payor’s including Medicare, Medicaid, Insurance Companies, and various other entities and individuals. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, Revenue is recognized when persuasive evidence of an arrangement exists, services have been provided, the price of services is fixed or determinable, and collection is reasonably assured. Payments received prior to services being provided are recorded as a liability (deferred revenue) until such services are performed. . Revenue is recorded as net revenue in that contractual adjustments and discounts are deducted from Gross Revenue to determine net revenue.

F-21

INTERIM HEALTHCARE OF WYOMING, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Recently Enacted Accounting Standards

In December 2010, the FASB issued Accounting Standards Update No. 2010-28, Intangibles — Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (ASU 2010-28). ASU 2010-28 modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. ASU 2010-28 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010.

Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

NOTE 2 - PROPERTY & EQUIPMENT

The following is a summary of property and equipment at:


	Life		June 30, 2012		December 31, 2011

Furniture, fixtures and equipment	2-10 yrs	$	89,084	$	89,084
			89,084		89,084
Less: Accumulated depreciation			(86,588)		(84,809)
Property & equipment, net		$	2,496	$	4,275

Depreciation expense for the periods ended June 30, 2012 and 2011 was $1,778 and $2,875, respectively.

NOTE 3 - GOODWILL

Goodwill - The following is a summary of goodwill:


		For the periods ended
		June 30, 2012		December 31, 2011

Goodwill at beginning of period	$	1,189,661	$	1,920,486
Impairment		-		(730,825)
Goodwill at end of period	$	1,189,661	$	1,189,661

F-22

INTERIM HEALTHCARE OF WYOMING, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 3 - GOODWILL - continued


Goodwill consists of:		June 30,		December 31,
		2012		2011
Interim Healthcare of Wyoming – Casper	$	585,881	$	585,881
Interim Healthcare of Wyoming - Billings		603,780		603,780
Total Goodwill	$	1,189,661	$	1,189,661

NOTE 4 - CAPITAL STOCK

Common Stock - The Company has authorized 50,000 shares of common stock, $0.001 par value. As of June 30, 2012 and December 31, 2011, 1,000 shares were issued and outstanding. The Company is a wholly owned subsidiary of Future Healthcare of America which is a wholly owned subsidiary of Wizzard Software Corporation.

NOTE 5 - INCOME TAXES

The Company accounts for income taxes in accordance with FASB ASC Topic 740, Accounting for Income Taxes which requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards. At December 31, 2011 and 2010, the total of all deferred tax assets was $104,965 and $21,721, respectively, and the total of the deferred tax liabilities was $0 and $111,256, respectively. The amount of and ultimate realization of the benefits from the deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the Company’s future earnings, and other future events. The Company anticipates earnings in the near future and the realization of the benefit of the deferred tax assets.

We file U.S. federal, and U.S. states return, we are generally no longer subject to tax examinations for years prior to 2007 for U.S. federal and U.S. states tax returns.

NOTE 6 - LEASES

Operating Lease - The Company leases office space in Casper, Wyoming for $4,750 a month through June 2018. The Company further leases space in Billings, Montana for of $1,447 a month through February 2014.

The future minimum lease payments for non-cancelable operating leases having remaining terms in excess of one year as of December 31, 2011 are as follows:

Year ending December 31

Lease Payments

2012

74,364

2013

74,364

2014

59,894

2015

57,000

2016

57,000

Thereafter

85,500

______________

Total Minimum Lease Payments

408,122

Lease expense charged to operations was $36,981 and $36,827 for the periods ended June 30, 2012 and 2011, respectively.

F-23

INTERIM HEALTHCARE OF WYOMING, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 7 – INCOME/(LOSS) PER SHARE

The following data shows the amounts used in computing loss per share and the weighted average number of shares of common stock outstanding for the periods presented for the periods ended:


		June 30, 2012		June 30, 2011
Income/(Loss) from continuing operations available to common stockholders (numerator)	$	267,686	$	55,455
Income/(Loss) available to common stockholders (numerator)		267,686		55,455
Weighted average number of common shares outstanding during the period used in loss per share (denominator)		1,000		1,000

NOTE 9 - SUBSEQUENT EVENTS

Subsequent events have been evaluated through the date and time of this report:

On June 22, 2012, Wizzard Software Corporation (WZE) organized Future Healthcare of America (FHA) to spin-off the operations of Interim Health Care of Wyoming, Inc., (Interim) wherein WZE ownership of Interim was transferred to FHA and Wizzard Software Corporation’s Board of Directors declared a stock dividend of 1 common share stock credit of FHA to each common shareholder of WZE that is payable on August __, 2012 to each WZE’s shareholders of record on August __, 2012. The Dividend will effectively spin-off the operations of FHA to the shareholders of WZE.

F-24

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution *

The expenses relating to the registration of the securities will be borne by Registrant. Such expenses are estimated to be as follows: The following table sets forth an itemized statement of all cash expenses in connection with the issuance and distribution of the securities being registered:


SEC registration fee*	$	2,500
Blue sky fees and expenses*		14,500
Printing and related expenses*		1,500
Legal fees*		10,000
Accounting fees and expenses		20,000
Transfer Agent fees		0
Miscellaneous		1,500
TOTAL	$	50,000


*	Estimated

Item 14. Indemnification of Directors and Officers

Reference is made to “Certain Related Party Transactions” and “Description of Capital Stock” contained in the Prospectus relating to the indemnification of Registrant’s officers, directors, stockholders, employees and affiliates. The Registrant is prohibited from indemnifying its affiliates for liabilities resulting from violations or alleged violations of the Securities Act of 1933 or any state securities laws in connection with the issuance or sale of the shares of common stock, except in the case of successful defense of an action in which such violations are alleged, and then only if a court approves such indemnification after being appraised of relevant regulatory positions on indemnification.

Specifically, each director or officer of Registrant will be indemnified against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with the defense or settlement of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which he is involved by reason of the fact that he is or was a director or officer of Registrant; such indemnification, of course, is conditioned upon such officer or director having acted in good faith and in a manner that he reasonably believed to be in the best interests of Registrant and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe that his conduct was unlawful. If, however, any threatened, pending or completed action, suit or proceeding is by or in the right of Registrant, the director or officer shall not be indemnified in respect to any claim, issue or matter as to which he is adjudged to be liable to us unless a court determines otherwise.

The foregoing summary is qualified in its entirety by reference to the complete text of any statutes referred to below and the Articles of Incorporation and the Bylaws of the Registrant and the common shares of FHA that will be spin-off pursuant to the Registration Statement.

Section 17-16-851 of the Wyoming Business Corporation Act provides that a corporation may indemnify a director against liability incurred in a proceeding if:

(i)(A) The director conducted himself in good faith; and

(B) He reasonably believed that his conduct was in or at least not opposed to the corporation's best interests; and

(ii) The director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation, as authorized by Section 17-16-202(b)(v) of the Wyoming Business Corporation Act.

(b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subparagraph (a)(i)(B) of Section 17-16-851.

(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in Section 17-16-851.

(d) Unless ordered by a court under Section 17-16-854(a)(iii) of the Wyoming Business Corporation Act, a corporation may not indemnify a director under Section 17-16-851:

(i) In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the standard of conduct under subsection (a) of Section 17-16-851; or

(ii) In connection with any proceeding with respect to conduct for which he was adjudged liable on the basis that he received a financial benefit to which he was not entitled, whether or not involving action in the director's capacity.

Section 17-16-852 of the Wyoming Business Corporation Act requires that a corporation indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.

Under Section 17-16-853 of the Wyoming Business Corporation Act, a corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the expenses incurred in connection with the proceeding by an individual who is a party to a proceeding because that individual is a member of the Board of Directors if he delivers to the corporation:

(i) A written affirmation of his good faith belief that the standard of conduct described in Section 17-16-851 has been met by the director or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by Section 17-16-202(b)(iv); and

(ii) His written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under Section 17-16-852 and it is ultimately determined under Section 17-16-854 or 17-16-855 that he has not met the standard of conduct described in Section 17-16-851.

Article IX of the Registrant's Articles of Incorporation provides for the indemnification of its directors and officers to the fullest extent permitted by law.

Item 15. Recent Sales of Unregistered Shares

At its inception on June 22, 2012, the Registrant issued 1,000 “unregistered” and “restricted” shares of its common stock to its parent, Wizzard Software Corporation, a Colorado corporation. The Registrant has not issued any other shares of common stock or any preferred stock and at no time has it issued options and/or warrants to employees, affiliates and/or service providers.

Item 16. Index to Appendix


(a)(1)	Index to Financial Statements -- Included in Prospectus


Index to December 31, 2011, 2010, and 2009 financial statements of Interim Healthcare of Wyoming Inc.	F-1


(a)(2)	Included Separately from Prospectus: Consent of Independent Registered Public Accountants. (See Exhibit 23.2 below.)

Other than the Financial Data Schedule, no schedules are included for the reason that all required information is contained in the financial statements included in the Prospectus.

(b) Financial Statement Schedules. Schedules not listed above have been omitted because the information to be set forth therein is not material, not applicable or is shown in the financial statements or notes thereto.

Exhibit 3.1 – Articles of Incorporation*

Exhibit 3.2 – Bylaws*

Exhibit 5 – Opinion of Branden T. Burningham, Esq., regarding the legality of the securities being offered*

Exhibit 10.1 – Separation Agreement*

Exhibit 10.2 – Tax Matters Agreement*

Exhibit 10.3 – Interim HealthCare of Wyoming Franchise Agreement (Casper, Wyoming)

Exhibit 10.4 – Interim HealthCare of Wyoming Franchise Agreement (Billings, Montana)

Exhibit 23.1 - Consent of Counsel (Branden T. Burningham, Esq.)*

Exhibit 23.2 - Consent of Independent Registered Public Accountant Firm (Gregory & Associates, LLC)*

* Previously filed with our original S-1 Registration Statement


Item 17.	Undertakings


A.	Certificates:

Rule 415 Offering

Registrant hereby undertakes:


	(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to: (i) include any prospectus required by Section 10(a) (3) of the Securities Act of 1933 (the “1933 Act”); (ii) reflect in the Prospectus any facts or events which, individually or in the aggregate, represent a fundamental change in the information in the Registration Statement; and (iii) include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.


	(2)	For determining liability under the 1933 Act, treat each post-effective amendment as a new Registration Statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.


	(3)	File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.


C.	Request for Acceleration of Effective Date

The Registrant may elect to request acceleration of the effective date of the Registration Statement under Rule 461 of the 1933 Act.


D.	Indemnification

Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.


E.	Liability to Any Purchase in Initial Distribution of Securities

Registrant undertakes that in a primary offering of its securities pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to have offered or sold such securities to such purchaser:

(i)

Any Preliminary Prospectus or Prospectus of the Registrant relating to the Offering required to be filed pursuant to Rule 424 under the 1933 Act;

(ii)

Any free writing Prospectus relating to the Offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;

(iii)

The portion of any other free writing Prospectus relating to the Offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and

(iv)

Any other communication that constitutes an offer in the Offering made by the Registrant to the purchaser.

The Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant’s Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in a new Registration Statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the Undersigned, thereunto duly authorized, in the City of Pittsburgh, Pennsylvania, on the 15th day of August , 2012.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.


	Signatures/Title		Date

	/s/ Christopher Spencer		August 15 , 2012
	Christopher Spencer, Chairman, President, CEO and Principal Executive Officer

	/s/ John Busshaus		August 15 , 2012
	John Busshaus, Chief Financial Officer, and Principal Accounting Officer

	/s/ Douglas Polinsky		August 15 , 2012
	Douglas Polinsky, Director


	/s/ J. Gregory Smith		August 15 , 2012
	J. Gregory Smith, Director


	/s/ Denis Yevstifeyev		August 15 , 2012
	Denis Yevstifeyev, Director

INTERIM SERVICES INC.

FRANCHISE AGREEMENT

AGREEMENT, made and entered into this day by and between INTERIM SERVICES INC., a Delaware corporation, hereinafter referred to as "Company," and INTERIM HEALTHCARE OF WYOMIMNG, INC., a Wyoming corporation, hereinafter referred to as "Franchisee":

W I T N E S S E T H:

WHEREAS, Company has developed and is the owner of certain plans, procedures and methods for recruiting and supplying personnel to provide home health care and to perform temporary and permanent placement services to others and has the right to use and to license others to use certain trademarks, service marks, trade names and the goodwill attached thereto, and;

WHEREAS, Franchisee desires to acquire from Company a franchise to operate a business in accordance therewith, and to use Company's trademarks, service marks and trade names, and to utilize Company's goodwill in connection therewith;

NOW THEREFORE, in consideration of the execution of the within Agreement and of the covenants and conditions herein contained, it is mutually agreed and understood as follows:

Company hereby grants, and Franchisee hereby accepts, for the period, within the area hereinafter described, and upon the terms, conditions and limitations hereinafter set forth, the right and license:

(a) To utilize the plans and procedures of Company in the operation of a franchise of Company;

(b) To utilize the trademarks and service marks of Company, representations of which are affixed hereto, and to utilize the trade name designated as:

INTERIM HEALTHCARE; and

(c) To operate an "INTERIM HEALTHCARE" temporary personnel service and home health agency franchise for the sole purpose of providing home health care and of furnishing and supplying individuals

or group services of personnel in nursing, and related health care occupations as the same may be defined by Company from time-to-time, excluding medical secretarial and clerical occupations, physicians, chiropractors, doctors of osteopathy and dentists. This franchise shall not include or authorize the operation of a temporary personnel service in any other occupations or for any other purpose. This franchise does not include or authorize the sale of durable medical equipment other than in connection with and to the patients receiving home health care services authorized by this Agreement. All such excluded services and rights are specifically reserved to Company.

This Franchise Agreement includes an INTERIM HEALTHCARE Franchise Agreement Addendum, consisting of three pages and adding Paragraphs 1 through 5, inclusive.

Subject to the terms and conditions set forth in Paragraph 5 of the INTERIM HEALTHCARE Franchise Agreement Addendum attached hereto, this franchise is for the area described as follows:

Big Horn, Sheridan, Washakie, Johnson, Campbell, Natrona, Converse, Niobrara, Carbon, Albany, Platte, Goshen and Laramie Counties, Wyoming,

and Company agrees that, as long as Franchisee shall not be in default hereunder, neither it nor any person or firm authorized or licensed by it shall establish an office for the purposes heretofore described, within the foregoing area.

Franchisee acknowledges that Company is the owner of all proprietary rights in and to the said plans and procedures together with the good will now and hereafter attached thereto; that the manuals, bulletins, material and information now or hereafter provided or revealed to Franchisee pursuant to this Agreement have been unavailable to Franchisee and constitute trade secrets owned by Company and revealed in confidence hereunder, and that no right is given or acquired to use or duplicate any of the aforementioned rights or information elsewhere than in the area described in this Agreement, and only pursuant to the terms of this Agreement.

Nothing herein contained shall be construed to vest in Franchisee any right, title or interest in and to any trade name, trademark or service mark, or any variation, derivation or registration thereof which is now or may be hereafter developed, acquired or granted hereunder [including but in no way limited to those affixed hereto and specifically described in Paragraph 1(b)], together with the goodwill now or hereafter attached thereto, other than to use the same pursuant to the terms and conditions of this Agreement. Franchisee expressly recognizes the exclusive right of Company to file in its own name all federal, state or local applications for registration of any such names or marks.

Franchisee is a corporation organized under the laws of the state of Wyoming, and shall operate its business under its current corporate structure. The sole purpose of such corporation shall be the operation of this franchise. Franchisee shall immediately cause an amendment to its charter to be approved and filed with the proper authorities in the state of Wyoming, if necessary, so as to fully comply with the requirements of this Paragraph with respect to the operation by Franchisee of this franchise, and the purpose of the corporation. To the extent allowable by local law, Franchisee will operate its business under the name INTERIM HEALTHCARE, for the purpose of conforming to the generally used and accepted naming of franchisees of Company located in other areas. Franchisee shall furnish Company with a certified copy of its Certificate of Incorporation and any amendments thereto, together with a complete list of all of its shareholders showing the amount of capital paid in or to be paid in by each. Franchisee shall furnish the same information immediately with respect to any new shareholders and shall immediately furnish a certified copy of any future amendments to its Certificate of Incorporation.

Franchisee hereby acknowledges that Company has the right to establish on its own account, or offer as a franchise to others, a franchising agreement similar to the franchise granted hereunder within the state designated in Paragraph 2 hereof in an area other than the area specifically described therein. Franchisee agrees to immediately upon written demand by Company, execute or cause to be executed, such instrument as may be required by any court or public authority in such state, consenting to the use of the name set forth in Paragraph 1(b) hereof in connection with the operation of such other or further businesses or franchises as corporations or otherwise. The failure or refusal of Franchisee to comply with such demand immediately upon the receipt thereof shall thereupon vest in Company, through its designated officers, full power and authority in the name of and on behalf of Franchisee as its Attorney in Fact as fully as Franchisee might do itself, to execute or cause to be executed any of the foregoing instruments required by any such public authority or court.

Company agrees to furnish or provide the following services or assistance in the operation of this franchise:

(a)

furnish an Operating Manual which will be updated from time-to-time;

(b)

keep Franchisee informed with respect to new developments and procedures in the operation of this franchise;

(c)

cooperate with Franchisee in obtaining contracts for its services from government and industry;

(d)

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

(e)

furnish national account leads;

(f)

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

(g)

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

(h)

wherever possible, and with the cooperation of Company’s other franchisees, obtain master insurance policies for their benefit.

Company shall match the total fees for national advertising paid by its franchisees pursuant to Paragraph 20(b) hereof, by spending for national advertising media costs an amount equal to that paid by its franchisees. The fees paid by Franchisee and matched by Company may be commingled by Company, but shall be used solely to purchase, rent or otherwise acquire media space or time for such advertising, and no part of the fees paid by Franchisee and matched by Company, shall be used by Company for production costs, which shall be separately paid for by Company. Subject to the foregoing, Company shall have complete and absolute discretion in when and whether to conduct, and in the planning and development of, national advertising and in the expenditure of all national advertising funds, including those contributed by Franchisee. Any amounts allocated or spent for national advertising by or on behalf of any of Company's branch offices shall be credited against Company's obligation to match advertising fees as set forth herein.

Company agrees that one of its representatives shall visit the office of Franchisee, at Company's expense, at least once each year for the purpose of counseling with Franchisee and reviewing its operation.

10. (a) Franchisee agrees that it will, in good faith, develop, maintain and promote the business and public image of Company and any trademarks, trade names and service marks, the use of which are granted hereunder. Franchisee 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 Company's business or its trademarks, trade names and service marks. Franchisee further agrees to adhere to Company's written policies, procedures, regulations and standards uniformly applicable to all of its franchisees, as

set forth in Company's Policy Manuals and other written materials provided to Franchisee, provided that none of the foregoing shall vary or alter the provisions of this Agreement.

(b) Franchisee shall conduct the business authorized hereunder in accordance with all applicable laws, statutes, rules and regulations. Without limiting the generality of the foregoing, Franchisee shall comply with Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Equal Pay Act, the Americans with Disabilities Act, and the Immigration Reform and Control Act, as such laws now exist or are hereafter amended, in the operation of the business authorized hereunder.

(c) Franchisee shall obtain, and maintain throughout the term of this Agreement and any extensions or renewals hereof, all licenses and permits which are necessary or appropriate to the operation of the business described herein. In the event that Franchisee shall be required by law to secure an employment agency license, or other form of occupational business license, the conditions of such license, to the extent permitted by law, shall provide that the license shall be assignable to Company upon termination of this Agreement, and Franchisee hereby agrees to assign any such license to Company or its nominee upon termination of this Agreement.

11.

Franchisee agrees to establish and continuously maintain at its own expense, an office properly identified as an INTERIM HEALTHCARE office. The office hours shall be consistent with local practices concerning business hours and holidays, provided that Franchisee's services shall be available at all times on a twenty-four hour basis. Any signs or advertising on or about Franchisee's office shall conform to such uniform specifications as may be developed by Company for application to all of its offices, and Franchisee shall not display or permit the display, on or within the portion of the office within its control, any business name or service not authorized hereunder. The office required by this Paragraph shall be established on or before June 25, 1994.

12.

Franchisee agrees to use the standard operating forms designed by Company, together with such additional or other operating forms as may be required by law or determined by Company to be necessary for the operation of this franchise. Franchisee shall have the option of purchasing operating forms and advertising from Company or from other sources of its choosing, provided that any such forms or advertising not purchased from Company shall conform in all respects to the design and specifications of Company. Thereafter, Franchisee agrees to pay Company's invoices for forms, advertising and other supplies purchased from Company no later than the tenth of the month following the date of such invoices.

13.

Franchisee agrees to purchase from a broker of its choice and to continuously maintain the insurance coverages listed below, and agrees to furnish Company with a Certificate of Insurance and/or a copy of each policy, together with data on claims and losses under such policies. Upon Company's request, Franchisee agrees to add Company as an additional insured to any of its policies.

(a)

WORKMEN’S COMPENSATION: (including Employer’s Liability) as required by law;

(b)

PUBLIC LIABILITY: Minimum limits of $100,000/$300,000 Bodily Injury and $100,000 Aggregate Property Damage;

(c)

AUTOMOBILE LIABILITY:

(including non-owned and hired autos) with the same minimum limits as in (b) above.

(d)

UMBRELLA LIABILITY:

Coverage of $1,000,000, if available;

(e)

BLANKET COMMERCIAL FIDELITY BOND with minimum limits of $10,000, if available; and

(f)

PROFESSIONAL LIABILITY: Coverage of $100,000, if available.

Nothing herein contained shall be, or be construed to be, an assumption of any obligation by Company to provide any insurance coverage for Franchisee, and the obligation shall be on Franchisee at all times to determine its needs with respect to any insurance coverage other than those specifically described above.

14.

Franchisee agrees to conduct a direct mail campaign directed to a mailing list representative of prospective customers for Franchisee's services within the area of this franchise at least once every sixty (60) days. Company may, from time-to-time, establish alternative or additional advertising programs or campaigns in which Franchisee's participation shall be deemed to be in lieu of one or more direct mail campaigns as determined by Company. All advertising and promotional materials used by Franchisee shall be approved by Company.

15.

Franchisee agrees to place, at its expense, one of Company's standard classified ads in the telephone "Yellow Page" and "White Page" directories issued in its area. Franchisee shall determine the size of the standard ad utilized. The category of such ads shall be approved by Company.

16.

Franchisee agrees to prepare and furnish Company with the following reports of

its operations on the designated dates or intervals on forms required by law or prescribed and furnished by Company, as the case may be:

(a)

a complete weekly report containing payroll, sales and advertising information on a form specified by Company and applicable to all its franchisees, due on the Friday next succeeding the week for which such report is made;

(b)

a monthly financial statement containing a complete balance sheet and profit and loss statement prepared according to the form and procedures set forth from time-to-time by Company, due within thirty (30) days after the end of each month;

(c)

true and correct copies of all federal, state and local payroll tax returns, including but not limited to returns with respect to FICA, income and unemployment taxes, and copies of Franchisee's federal income tax return (Form 1120 or 1120S), together with certification of payment of any taxes disclosed to be due on any of the said returns if requested by Company, all due within thirty (30) days after the due date of each such return; and

(d)

a duplicate original of all agreements required in Paragraph 19 hereof, due immediately upon execution thereof.

17.

Franchisee agrees that it will at all times keep and record all sales of every nature, kind or description in books of account established and kept according to Company's bookkeeping system and procedures consistent with generally accepted accounting methods. Company shall have, at all reasonable times and during business hours, the right to inspect any and all books and records of Franchisee.

18.

It is agreed that the relationship of the parties hereto is that of franchisee and franchisor, and that in no event shall Company and Franchisee be considered partners, joint venturers or agents of or for each other. Company shall at no time be responsible for any costs or expenses of Franchisee's operation, and Franchisee hereby agrees and undertakes to and does indemnify and hold Company harmless with respect to any claims which may at any time arise or be asserted against Company by reason of Franchisee's operation.

19.

The covenants of this Paragraph 19 are independent covenants of the Franchisee and not dependent upon the performance by Company of any of its covenants in the within Agreement. The breach or claimed breach by Company of any of its said covenants shall in no way affect the right of Company to enforce any of the covenants of the within Paragraph 19.

(a)

Franchisee hereby represents that BRENDA S. MOSHER and DENNIS S. MOSHER are all of the shareholders or subscribers of Franchisee corporation. Such shareholders and subscribers are hereby made parties to this Agreement, and are hereinafter referred to for convenience as Shareholders. Shareholders hereby acknowledge that Company has granted the within franchise to Franchisee, primarily upon Company's investigation and reliance upon the qualifications of Shareholders. It is understood by Shareholders that they, and each of them, may have access to or may be furnished with certain plans, procedures, methods, data, manuals and other information, all of which are hereby acknowledged to be confidential trade secrets, heretofore unavailable to them, and that this franchise and the said trade secrets would not have been granted or furnished, excepting upon and in consideration of the covenants of Shareholders hereinafter contained.

Shareholders accordingly hereby covenant and agree that, commencing with their execution of this Agreement, and for a period ending eleven (11) months after the expiration or other termination of this Agreement for any reason, or of their share ownership in Franchisee corporation, whichever shall first occur, that they will not, directly or indirectly, individually or for any third party, without the prior written authority of Company, engage in any business or activity competitive to the business conducted by Franchisee, or any assignee or affiliate of Franchisee, pursuant to this Agreement, or assist such competition or competitor in any way within the area described as follows:

Big Horn, Sheridan, Washakie, Johnson, Campbell, Natrona, Converse, Niobrara, Carbon, Albany, Platte, Goshen and Laramie Counties, Wyoming, and any county contiguous to any part of any such named counties.

Shareholders further agree that they will not, at any time either during or after the expiration or other termination of this Agreement for any reason, directly or indirectly make use of or disclose to any third party the details or provisions of any written or oral contract or of any agreement between Company and any other firm or person, nor the details of any statistical data, customer list, advertising material, manuals, forms, techniques, methods or procedures of Company which may come to their attention or knowledge by reason of their association with Company or Franchisee. Shareholders agree that they will, immediately upon expiration or other termination of this

Agreement for any reason, or upon termination of their share ownership in Franchisee corporation, whichever shall first occur, return to Company or to Franchisee, as the case may be, any customer list, employee lists, manuals, advertising or promotional materials, or other books, papers, documents or data belonging to or related to the business of Company.

Shareholders further agree not to sell, transfer or assign by way of gift or otherwise any of their stock in Franchisee corporation without first securing from such prospective shareholder a signed copy of the foregoing agreement containing substantially the same provisions, a copy of which shall be immediately furnished to Company.

(b)

Each Franchisee who is a party to this Agreement agrees that, for a period commencing with the execution of this Agreement and ending eleven (11) months after the expiration or other termination of this Agreement for any reason, or such Franchisee's interest hereunder, whichever shall first occur, he, she or it will be subject to and bound by each of the covenants and restrictions set forth in subparagraphs (1) and (2) of Paragraph 19(a) hereof, within the area set forth as follows:

(c) Franchisee covenants and agrees that it will not engage any clerical, sales, or executive employees, or issue or transfer any shares in Franchisee corporation, unless and until it shall have first secured and delivered to Company a signed agreement from each such individual or entity, in the form then in use and prescribed by Company and containing substantially the covenants and conditions hereinbefore set forth in Paragraph 19(a) above, restricting future employment and other activities which may be directly or indirectly competitive to the business of Company or Franchisee. Franchisee acknowledges that it has been furnished with a copy of such agreement currently in use by Company.

(d) Franchisee covenants that it will not allow, suffer or permit access to, or knowledge of, any of the plans, procedures, methods, data, manuals or other confidential trade secrets of Company, to any party whomsoever who shall not have executed an agreement in conformity with this Paragraph 19. A breach of this covenant shall be a default under the terms of this

Agreement and a forfeiture by Franchisee of all rights hereunder.

(e) Notwithstanding any provisions of this Paragraph 19, Franchisee or its Shareholders may disclose any of the information described above to its attorneys or accountants, banks and insurance underwriters for proper business purposes, or upon the prior written approval by Company, to the applicants for other franchises of Company.

20.

Franchisee agrees to pay to Company the following amounts:

(a) A weekly service charge equal to five percent (5%) of Franchisee's weekly gross sales, due and payable at the office of Company on the Friday next succeeding the week during which such sales have occurred.

(c)

A national advertising fee equal to one-quarter of one percent (1/4%) of Franchisee's weekly gross sales, due and payable at the office of Company on the Friday next succeeding the week during which such sales have occurred

21.

The sales quota of Franchisee is hereby established as follows:

Calendar Year 1994……………………..$156,000

Calendar Year 1995……………………..$312,000

Calendar Year 1996……………………..$468,000

Calendar Year 1997……………………..$624,000

Calendar Year 1998 and each

Calendar Year thereafter………..$780,000

22.

Company shall have the option to terminate the within Agreement at the expiration of any period set forth in Paragraph 21 hereof in which Franchisee's gross sales are less than the sales quota established for such period. Company's failure to deliver written notice of termination to Franchisee within six (6) months after the expiration of any period set forth in Paragraph 21 hereof shall be deemed a waiver of Company's right to terminate for failure to meet the gross sales quota for that period.

23.

Notwithstanding the above-stated option of Company to terminate the within Agreement in the event that Franchisee's sales are less than its sales quota for any period set forth in Paragraph 21 hereof, Franchisee shall have the privilege of retaining this franchise by paying to Company a sum equal to five percent (5%) of the difference between Franchisee's sales for such period and the designated sales quota for the period. Any amounts which may become due by reason of the provisions of this Paragraph 23 shall become due and payable at the office of Company within ten (10) days after the mailing by Company of a written notice of its option to terminate this franchise, pursuant to the

provisions of Paragraph 22 hereof. In the event that Company shall at any time waive its right to terminate the within Agreement under its option granted in Paragraph 22 hereof, any such waiver by Company shall not in any way limit or affect Company's right to terminate this Agreement for Franchisee's failure to meet gross sales quotas for any subsequent period or upon any other default, or to receive such monies as may be due at the time of such waiver, or as may thereafter become due, or the right to insist upon full and complete performance of each of the other terms of this Agreement, at such time and at all times in the future.

24.

The term sales, including the terms weekly sales, weekly gross sales, and gross sales as used herein, shall mean and include all billings to Franchisee's customers for goods sold and services rendered, excluding only sales taxes or other taxes which may be required by law to be collected from Franchisee's customers. Franchisee agrees to prepare and issue all billings during the week following the week in which sales are made or services rendered.

25.

This Agreement shall remain in force and effect for a period of five (5) years from the date hereof, with the options to renew the same as hereinafter set forth, all subject, however, to Franchisee's complete and continuing performance of all of its covenants and obligations hereunder.

26.

In the event that this Agreement shall be in full force and effect upon the expiration of the initial five (5) year period, Franchisee shall have the option to renew this Agreement for additional, successive ten (10) year periods, provided that Franchisee shall have given written notice to Company not less than one hundred and twenty (120) days prior to the expiration of the term sought to be renewed. Franchisee's failure to deliver notice of renewal within the time specified shall constitute a default under and subject to Paragraph 30 hereof. All of the terms and conditions of this Agreement shall remain in full force and effect during any extension or renewal hereof.

27.

Franchisee shall have the right to terminate this Agreement by giving Company written notice of termination not less than one hundred and twenty (120) days prior to the date set by Franchisee for termination. In such event, Franchisee covenants and agrees that during the said period prior to the date set for termination, it will continue to maintain complete operations unless written arrangements are made between Company and Franchisee for an earlier termination. Franchisee agrees to cooperate fully with Company to expedite the transfer of its interest hereunder to any person or firm that may succeed to such interest following termination.

28.

Franchisee shall have the right to sell the franchise granted herein, or any part of the business or assets owned or utilized by Franchisee in the operation of such franchise, upon the receipt of a bona fide written offer, to such person or persons as shall have first been approved in writing by Company. Company reserves the right to approve any

prospective purchaser, and represents that such approval will not be unreasonably withheld. There shall be no sale or other transfer of the franchise granted herein, or any part of the business or assets owned or utilized by Franchisee in the operation of such franchise, without such prior written approval by Company.

Any bona fide offer of purchase or agreement for the sale of this franchise shall be first submitted in writing to Company, accompanied by a certified check representing at least ten percent (10%) of the proposed purchase price. Company or its nominee shall thereupon have the prior right to purchase this franchise for the same price as would be paid to Franchisee by the prospective bona fide offerer, which right must be exercised by giving notice in writing to Franchisee within thirty (30) days after receipt by Company of the proposed offer of purchase. In the event that Company fails to exercise such right within the thirty (30) day period, then Franchisee may complete the sale to the proposed purchaser named in the offer. In the event that Company shall have exercised its option, or upon the expiration of thirty (30) days, whichever shall first occur, Company shall thereupon return said check to Franchisee.

The foregoing provisions of this Paragraph 28 shall apply to any sale or transfer of the shares of the corporate Franchisee hereunder. Upon the death of any Shareholder, his heirs, legatees or personal representatives shall take such shares subject to the limitations and conditions hereinbefore provided. Each share certificate issued by the corporate Franchisee, shall bear the following notation:

"The transfer of the shares represented by this certificate is subject to the limitations and conditions contained in an agreement executed by the holder of this certificate, a copy of which restrictions and conditions is on file with the issuing corporation, and is available for inspection by any shareholder."

29.

In the event that Franchisee files a voluntary petition under any federal or state law relating to bankruptcy or insolvency, or makes an assignment for the benefit of creditors, Franchisee shall thereupon be in default under the terms hereof. In the event that Franchisee has a petition filed against it under any federal or state law relating to bankruptcy, insolvency, or appointment of a receiver, and the same is not discharged within thirty (30) days from the date thereof, Franchisee shall be in default under the terms hereof. In the event Franchisee shall close its office, cease operations or otherwise abandon this franchise, Franchisee shall be deemed in default. Upon any such default set forth in this Paragraph 29, Company shall have the right to terminate this Agreement immediately upon delivery of written notice of same to Franchisee.

30.

of such notice to cure said default to the satisfaction of Company, except that any default due to nonpayment of monies owed Company shall be cured by Franchisee within ten (10) days from the receipt of such written notice. If any such default is not cured within the applicable period following receipt of Company's written notice thereof, or upon subsequent default in the payment of monies due Company, Company may terminate this Agreement without further notice to Franchisee other than written notice of termination. Failure of Company to notify Franchisee of any default, as in this Paragraph 30 provided, or to terminate this Agreement pursuant to any provision of this Agreement, shall not constitute a waiver of any such default, nor shall it constitute a consent, acquiescence or waiver of any subsequent defaults whether of the same or a different character.

31.

Upon the expiration or other termination of this Agreement for any reason, Franchisee's right to the use of the plans, methods and procedures of Company together with the trade names, trademarks and/or service marks now or hereafter licensed or acquired, and any derivatives thereof, shall immediately cease, and Franchisee shall immediately discontinue the use thereof and shall deliver to Company all forms of advertising, publications, documents, or other instruments bearing the trade names, trademarks or service marks of Company. Company agrees to repurchase any of Franchisee's advertising materials and operating forms and supplies that are in good condition and usable by Company or its other franchisees. The price to be paid by Company for any of such items shall be the Franchisee's cost, less ten percent (10%), and Company shall have the right to credit the price for any such items against amounts owed to Company by Franchisee pursuant to the provisions of this Agreement. Upon any such expiration or other termination, Company shall have the immediate right to place its employees upon the premises of Franchisee for the purpose of continuing the operation of the business for the benefit of Company. Franchisee agrees to turn over to Company the names of all of its customers and the names of all of its permanent and temporary employees, and any manuals furnished or made available to it by Company. Franchisee further agrees to execute and deliver to Company any and all instruments necessary to effect assignment of its telephone number(s), telephone directory listing agreement(s), office lease(s) and office equipment lease(s) to Company or its designee upon Company's written demand therefor. The failure or refusal of Franchisee to immediately comply with such demand upon receipt thereof shall vest in Company, through its duly appointed officers, full power and authority in the name of and on behalf of Franchisee as its Attorney-in-Fact as fully as Franchisee might do itself, to execute or cause to be executed any of the foregoing instruments to effect such assignment(s). Company shall be responsible for all payments to be made under any such lease or agreement from and after the later of the effective date of assignment or the date of expiration or other termination of this Agreement. Franchisee further agrees that, upon such expiration or other termination, it will no longer do business as a corporation under, or use as an assumed or registered trade name, the names set forth in Paragraph 1(b) hereof, and Franchisee agrees to execute or cause to be executed, such document or documents and to take such further steps as may be necessary so as to entitle Company to exercise the sole right of use and ownership with respect to any of Company's

trade names, trademarks or service marks. Company shall have the right to apply to a court of competent jurisdiction for an injunction to restrain Franchisee from continuing to use the aforesaid names as part of its corporate or assumed name and from using any trade name, trademark or service mark set forth in Paragraph 1(b) hereof, or any derivatives thereof, and Franchisee agrees that such court may decree the payment by Franchisee of all reasonable attorney's fees and costs incurred by Company in such proceedings.

32.

In the event that any one or more of the covenants and conditions herein contained shall be held to be in violation of or unenforceable because of any law, it is understood that none of the other rights or obligations herein shall be prejudiced nor rendered unenforceable by reason thereof.

33.

Whenever the term "Franchisee" appears herein, it shall be taken to mean and include any assignee of Franchisee. Each and every covenant of Franchisee herein contained shall at all times be binding upon such assignee. This Agreement may not be assigned or sublicensed, except pursuant to the provisions of Paragraph 5 hereof, without the prior written consent of Company.

34.

This Agreement and the terms and provisions hereof shall inure to the benefit and be binding upon the heirs, successors, or assigns of the parties hereto. It is specifically understood and agreed that Company, may, at its option, assign its interest in the within Agreement to any corporation, partnership or person at Company's option.

35.

Any written notice provided herein to be given Franchisee shall be given by certified mail addressed to Franchisee at the office required to be maintained by Franchisee under this Agreement. Any written notice required to be given to Company shall be by certified mail addressed to Company at its office at 2050 Spectrum Boulevard, Fort Lauderdale, Florida 33309. Unless otherwise specified in this Agreement, written notice shall be presumed received by both parties as of the date of the receipt or refusal of receipt thereof by any employee of the addressee.

36.

Franchisee hereby acknowledges receipt of this Agreement containing all material terms at least five business days prior to the date of execution.

IN WITNESS WHEREOF, Company has caused this Agreement, consisting of 19 pages, including Exhibits, to be executed by its duly authorized officers this 10th day of June 1994.

ATTEST:

INTERIM SERVICES INC.,

ATTEST:

a Delaware corporation.

/s/____________________________ By: /s/____________________________

Secretary

Vice President

IN WITNESS WHEREOF, Franchisee corporation has caused this Agreement to be executed by its duly authorized officers this 10 day of June 1994.

ATTEST:

INTERIM HEALTHCARE

OF WYOMING, INC.

/s/

By: /s/__________________________

Secretary

President

IN WITNESS WHEREOF, Shareholders have executed this Agreement for the express purpose of being bound thereby with respect to the covenants and conditions of Paragraphs 19 and 28 hereof, all on the date last above written.

/s/Brenda S. Mosher

Brenda S. Mosher

/s/Dennis S. Mosher

Dennis S. Mosher

INTERIM HEALTHCARE

FRANCHISE AGREEMENT ADDENDUM

This Addendum constitutes an amendment to a certain INTERIM HEALTHCARE Franchise Agreement bearing even date herewith (hereinafter the “Franchise Agreement”) between INTERIM SERVICES INC. (hereinafter “Company”), and INTERIM HEALTHCARE OF WYOMING, INC. (hereinafter “Franchisee”), and is attached to such Franchise Agreement at the date of its execution.

Paragraphs 1 through 4 of this Addendum shall apply to the Franchise Agreement, and to any other related or ancillary written or verbal contract for the purchase of services by Franchisee from Company, provided that the cost or value of services under such contract is at least $10,000 in any twelve month period.

Company agrees, upon request of the Comptroller General or upon written request of the Secretary of the Department of Health and Human Services, to make available to either of them, or to their duly authorized representatives, all contracts, books, documents and records of Company necessary to verify the costs of the services provided by Company to Franchisee under the above-described contracts. Such access will be provided until the expiration of four years after the services are furnished under such contracts.

If the Company carries out any of its duties under any of the contracts described above through a subcontract, with a value or cost of $10,000 or more over a twelve-month period, with a related organization (as the term is defined in 42 C.F.R. 420.301), such subcontract shall contain a clause to the effect that until the expiration of four years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request to the Secretary, or upon request to the Comptroller General, or any of their duly authorized representatives, the subcontract, and books, documents, and records of such organization that are necessary to verify the nature and extent of such costs.

This Addendum shall be construed so as to comply with Section 952 of Public Law 96-499 and 42 C.F.R. 420.300 through 420.304, as amended from time-to-time, but shall not permit or require access to the books, records, and documents of the Company except as required by such law or regulation. Company reserves the right to deny or challenge any request for such access which it believes is not required by or contrary to any law or regulation.

EXHIBIT A

Weekly Service Charges.

(a)

For the first twelve month period following the effective date of the franchise agreement, WSC shall pay a weekly service charge equal to (i) 1% on the acquired weekly base sales of Medicare/Medicaid services, (ii) 2% on the acquired weekly base sales of all other services, and (iii) the weekly service charge rate provided for in the franchise agreement on all sales in excess of the respective acquired weekly base sales.

(b) For the second twelve month period following the effective date of the franchise agreement, WSC shall pay a weekly service charge equal to (i) 2% on the acquired weekly base sales of Medicare/Medicaid services, (ii) 3% on the acquired weekly base sales of all other services, and (iii) the weekly service charge rate provided for in the franchise agreement on all sales in excess of the respective acquired weekly base sales.

(c) For the third twelve month period following the effective date of the franchise agreement, WSC shall pay a weekly service charge equal to (i) 3% on the acquired weekly base sales of Medicare/Medicaid services, (ii) 4% on the acquired weekly base sales of all other services, and (iii) the weekly service charge rate provided for in the franchise agreement on all sales in excess of the respective acquired weekly base sales.

(d) At all times after the third twelve month period following the effective date of the franchise agreement, WSC shall pay weekly service charges on all sales at the rate provided for in the franchise agreement.

For purposes of this Agreement, "acquired weekly base sales" shall mean the sales of the respective franchise services of the acquired business for the twelve month period immediately preceding the effective date of acquisition, divided by fifty-two.

With respect to any period during which WSC is required to pay weekly service charges at the rate provided for in the franchise agreement, such weekly service charges shall be subject to reduction pursuant to the terms and conditions of any royalty incentive or similar program which Interim may establish from time-to-time, provided that WSC is eligible for such program and meets each of the terms and conditions necessary to qualify for participation therein.

Trade Names. Unless otherwise agreed in writing between the parties WSC shall identify the acquired business as follows:

(a)

For the first twelve month period following the effective date of the franchise agreement, WSC shall identify the acquired business as "(acquired company name)."

(b)

For the second twelve month period following the effective date of the franchise agreement, WSC shall identify the acquired business as "(acquired company name), an Interim Health care Affiliate."

(c)

For the third twelve month period following the effective date of the franchise agreement, WSC shall identify the acquired business as "Interim Healthcare, formerly (acquired company name)."

(d)

At all times after the third twelve month period following the effective date of the franchise agreement, WSC shall identify the acquired business as "Interim Healthcare."

Commencing with the effective date of the franchise agreement, all employees of the franchise business who directly provide the services authorized by the franchise agreement shall be required to wear badges, sleeve patches, pins or similar items which identify such employees as being associated with Interim Healthcare.

EXHIBIT B

AGREEMENT

THIS AGREEMENT is entered into by and between WIZZARD SOFTWARE CORP., a

Colorado corporation("WSC") and INTERIM HEALTHCARE INC., a Florida corporation ("Interim") as of September 7, 2005.

WHEREAS, concurrently with the date of this Agreement, WSC is acquiring all of the issued and outstanding stock of Interim Healthcare of Wyoming, Inc. ("IHC Wyoming"), which corporation operates a home health agency and staffing business pursuant to the terms and conditions of the Franchise Agreement (as defined below); and

WHEREAS, subsequent to the acquisition of the stock of IHC Wyoming, WSC will have access to confidential and proprietary information and materials owned by Interim and made available to WSC pursuant to the terms and conditions of the Franchise Agreement; and

WHEREAS, WSC has expressed to Interim that, subsequent to the acquisition of the stock of IHC Wyoming, WSC desires to acquire and/or establish other health care businesses which will provide the services authorized by the Franchise Agreement; and

WHEREAS, the parties have acknowledged and agreed that the acquisition and/or establishment of such businesses by WSC, and the potential use of the confidential and proprietary information and materials owned by Interim and made available to WSC pursuant to the terms and conditions of the Franchise Agreement in connection with such businesses, could potentially create a conflict between Interim and its network of existing and potential franchisees and licensees; and

WHEREAS, in order to protect the interests of Interim and its network of existing and potential franchisees and licensees, the parties have agreed that certain restrictions should be placed on WSC with regard to its plans to further expand its business of providing the services authorized by the Franchise Agreement;

NOW THEREFORE, in consideration of the execution of this Agreement, and of the covenants and conditions herein contained, and intending to be fully and legally bound by the terms and conditions contained herein, the parties hereby agree as follows:

1. As used in this Agreement, the terms listed below shall have the meanings indicated:

(a) "Competitor" means a corporation, partnership, limited liability company or other business entity unrelated in any way to WSC or Interim, which provides one or more of the Franchise Services.

(b) "Conflicting Office" means an office of any kind which is located within the authorized franchise territory of any existing Interim Healthcare franchisee or licensee, or within a twenty mile radius of any branch office owned and operated by Interim.

(c) "Franchise Agreement" means the Interim Services Inc. Franchise Agreement between Interim Services Inc. (and subsequently assigned to Interim), and Interim Healthcare of Wyoming, Inc., dated June 10, 1994.

(d) "Franchise Services" means the temporary personnel and home health agency services described in Paragraph 1 (c) of the Franchise Agreement.

(e) "Non-Conflicting Office" means an office of any kind which is not located within the authorized franchise territory of any existing Interim Healthcare franchisee or licensee, or within a twenty mile radius of any branch office owned and operated by Interim.

2. It is hereby acknowledged and agreed by the parties that, other than as authorized under the terms and conditions of the Franchise Agreement, WSC does not own, operate or participate, either directly or indirectly, in the operation of any business which provides one or more of the Franchise Services at any location.

3. WSC hereby agrees that it will not, at any time following the effective date of this Agreement, establish a Conflicting Office at any location for the purpose of providing one or more of the Franchise Services, and further agrees that it will not provide one or more of the Franchise Services from a Conflicting Office (except as otherwise provided herein).

4. WSC hereby agrees that it will not, at any time following the effective date of this Agreement, establish a Non-Conflicting Office for the purpose of providing one or more of the Franchise Services unless it shall have executed, prior to the opening of the Non-Conflicting Office, one or more Interim Healthcare franchise agreements, in the form then in use by Interim, which franchise agreement(s) shall authorize the provision of the Franchise Services to be provided from the Non-Conflicting Office, and include in the authorized franchise territory the county in which the Non-Conflicting Office is located.

5. In the event that WSC acquires a Competitor at any time subsequent to the date of this Agreement:

(a) with respect to any Conflicting Office(s) operated by the Competitor which provide one or more of the Franchise Services, WSC shall have sixty days following the effective date of the acquisition in which to (i) close the Conflicting Office, (ii) discontinue the business of providing the Franchise Services from the Conflicting Office, (iii) sell or otherwise transfer the business of providing the Franchise Services from the Conflicting Office to an unrelated third party, or (iv) transfer the business of providing the Franchise Services from the Conflicting Office to Interim (if the Conflicting Office is located within a twenty mile radius of a branch office owned and operated by Interim), or the appropriate franchisee or licensee of Interim (if the Conflicting Office is located within the authorized franchise territory of an existing Interim franchisee or licensee), provided that neither Interim, its franchisees nor licensees shall be required to purchase or assume any business acquired by WSC;

(b) with respect to any Non-Conflicting Office(s) operated by the Competitor which provide one or more of the Franchise Services, WSC shall have sixty days following the effective date of the acquisition in which to (i) close the Non-Conflicting Office, (ii) discontinue the business of providing the Franchise Services from the Non-Conflicting Office, (iii) sell or otherwise transfer the business of providing the Franchise Services from the Non-Conflicting Office to an unrelated third party, or (iv) execute one or more Interim Healthcare franchise agreements, in the form then in use by Interim, which franchise agreement(s) shall authorize the provision of the Franchise Services provided from the Non-Conflicting Office, and

include in the authorized franchise territory the county in which the Non-Conflicting Office is located.

In the event that WSC acquires one or more Non-Conflicting Office(s) and elects to execute one or more Interim Healthcare franchise agreement(s) pursuant to Paragraph S(b)(iv) above, such franchise agreement(s) shall include an Interim Healthcare Franchise Agreement Addendum which shall supersede any terms or conditions contained in the franchise agreement(s) which are inconsistent with the terms of the Addendum, and which shall incorporate the concepts set forth on Exhibit A attached hereto.

6. WSC shall not disclose or otherwise make available any of the confidential and/or proprietary information referred to in Paragraph 19 of the Franchise Agreement to any shareholder, director, manager, executive or administrator (all as determined by Interim) employed or otherwise retained by it, who shall not have first agreed in writing to be individually bound by the covenants and conditions set forth in Paragraph 19 of the Franchise Agreement. A copy of the written agreement of each of such parties shall be furnished to Interim immediately upon request.

7. In the event that WSC breaches any of the terms and conditions of Paragraphs 3, 4, 5 or 6 above, and WSC has not fully cured such breach within thirty days following its receipt of Interim's written notice thereof, Interim may at any time thereafter, at its sole option and upon thirty days prior written notice of termination, elect to terminate all Interim Healthcare franchise agreements between Interim and WSC. No later than the effective date of such termination, WSC shall pay to Interim, as liquidated damages and not as a penalty, an amount equal to six times the sum of the weekly service charges paid or payable by WSC to Interim for all such terminated franchises for the twelve months preceding the date of notice of termination (or, with respect to any franchise which has been operating for less than twelve months at the time of notice of termination, an amount equal to three hundred and twelve times the average weekly service charges paid or payable by WSC to Interim during the period for which the franchise has been operating).

8. In the event of termination of the franchise agreements between Interim and WSC as provided for in Paragraph 7 above, and provided that the payment required by Paragraph 7 is made to Interim in a timely manner, the non-compete provisions set forth in such franchise agreements shall be waived by Interim, and Interim will enter into a six month non-compete agreement which shall prohibit Interim from establishing or authorizing an office to provide the services authorized by such franchise agreements within the franchise territories set forth therein. Upon such termination, WSC will (i) immediately discontinue its use of all of Interim's trademarks and service marks, (ii) return to Interim any manuals or other proprietary materials furnished or made available to it by Interim, and (iii) comply with each of the other post-termination obligations required by such franchise agreements which are not in conflict with this Agreement.

9. The parties hereby acknowledge and agree that the protection of Interim's network of existing and potential franchised and licensed offices is of paramount importance to Interim, and that Interim would not have consented to the transfer of the stock of IHC Wyoming to WSC in the absence of WSC's agreement to be bound by the terms and conditions set forth herein. The

parties further acknowledge and agree that the terms and conditions set forth in Paragraphs 3, 4, 5 and 6 above are considered by the parties to be reasonable for the purpose of protecting the business investment of Interim and its legitimate business interests, which interests include, without limitation, trade secrets (and other valuable confidential business information which may not qualify as trade secrets, but which Interim has expended substantial time and money in developing and which it considers confidential and proprietary); substantial business relationships with existing and prospective franchisees, licensees, patients, customers and clients; patient, customer and client goodwill associated with the ongoing business of Interim and evidenced by the various trademarks, trade names, service marks and trade dress used by Interim and its franchisees and licensees in connection with their respective businesses; and an expectation of continuing patronage from the existing patients, customers and clients of Interim, its franchisees and licensees. In view of the substantial harm which would result from a breach or threatened breach by WSC of the terms and conditions set forth in Paragraphs 3, 4, 5 and 6 above, the parties agree that such terms and conditions shall be enforced to the maximum extent permitted by law. If any such term or condition or portion thereof is found by any court of competent jurisdiction to be illegal, void or unenforceable because it extends for too long a period of time or over too broad a range of activities or in too large a geographic area or for any other reason, however, then such court shall interpret such term or condition or portion thereof to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable or otherwise so as to render the term or condition enforceable.

10. This Agreement shall be effective as of the date hereof, and shall remain in effect for as long as WSC is a party to an effective Interim Healthcare franchise agreement. As used in this Agreement, and as necessary to protect the interests of Interim and its network of existing and potential franchisees and licensees consistent with the intent of the parties as reflected in this Agreement, "WSC shall be interpreted to include Wizzard Software Corporation, and any parent, subsidiary of affiliate of Wizzard Software corporatian, including any entity affiliated with Wizzard Software Corporation through common ownership or management.

11. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed in Florida, without regard to conflicts of law principles thereunder. WSC acknowledges and agrees that this Agreement and the Franchise Agreement are to be substantially performed within the State of Florida. Accordingly, the parties agree that any action or proceeding arising out of or related in any way to this Agreement or the Franchise Agreement shall be brought solely in a court of competent jurisdiction sitting in Broward County, Florida, provided, however, that any action brought by Interim to enforce the non-compete or non-disclosure provisions contained in any franchise agreement between WSC and Interim may be brought in a court of competent jurisdiction sitting within any venue permitted by law. WSC hereby irrevocably and unconditionally consents to the jurisdiction of any such court and hereby irrevocably and unconditionally waives any defense of an inconvenient forum to the maintenance of any action or proceeding in any such court, any objection to venue with respect to any such action or proceeding and any right of jurisdiction on account of the place of residence or domicile of any party thereto. WSC hereby irrevocably and unconditionally waives the right to a jury trial in connection with any claim arising out of or related to this Agreement.

12. If either party commences an action against the other to interpret or enforce any term or condition of this Agreement, or as a result of a breach or alleged breach by the other party of any term or condition of this Agreement, the non-prevailing party shall pay to the prevailing party reasonable attorneys' fees (including a reasonable fee allocated to services provided by in-house counsel), costs and expenses incurred in connection with the prosecution or defense of such action (including at any appellate level).

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers on the date first written above.

INTERIM HEALTHCARE INC. WIZZARD SOFTWARE CORP.

By: /s/____________________ By: /s/_____________________

President President

INTERIM HEALTHCARE ^®

FULL SERVICE FRANCHISE AGREEMENT

AGREEMENT, made and entered into this day by and between INTERIM HEALTHCARE INC., a Florida corporation, hereinafter referred to as “Company,” and INTERIM HEALTHCARE OF WYOMING, INC., a Wyoming corporation, hereinafter referred to as “Franchisee.”

W I T N E S S E T H:

WHEREAS, Company is the owner of certain plans, procedures and methods for recruiting and supplying personnel to provide home health care and to provide permanent placement, temporary and staffing services to patient care facilities, and has the right to use and to license others to use certain trademarks, service marks, trade names and the goodwill attached thereto, and;

WHEREAS, Franchisee desires to acquire from Company a franchise to operate a business in accordance therewith, to use certain trademarks, service marks and trade names owned by or licensed to Company, and to utilize Company's goodwill in connection therewith;

NOW THEREFORE, in consideration of the execution of this Agreement and of the covenants and conditions herein contained, it is mutually agreed and understood as follows:

(a)

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

(b)

To utilize the trade names INTERIM HEALTHCARE and INTERIM HEALTHCARE STAFFING and the service marks of Company associated with such trade names, representations of which are affixed hereto; and

(1)

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

(i)

personnel to provide nursing and related health care services, and

(ii)

pharmaceuticals, durable medical equipment, supplies and similar health care related products; and

(2) “Health Resource Services,” which shall consist of providing the services and products listed in (1)(i) and (ii) above to patients whenever the primary payment source is a facility, plus providing the following services and products directly to facilities:

(i)

permanent placement services with respect to health care management and support occupations (provided that the applicant to be placed has medical training, education and expertise, and the health care management or support position(s) to be filled requires medical training, education and expertise), 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 (provided that such personnel have medical training, education and expertise, and the health care management or support service position(s) to be filled requires medical training, education and expertise), nurses, companions, aides and other related health care occupations,

(iii)

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

(iv)

hospice services, and

(v)

pharmaceuticals, durable medical equipment, supplies and similar healthcare related products.

For purposes of this Agreement, the term “facility” shall mean any other health care provider of any kind including, but not limited to, home health agencies, physician’s offices, hospitals, skilled nursing facilities, assisted living facilities and any other facility in which patient care is provided.

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

This franchise is for the area described as follows: Big Horn, Carbon, Golden Valley, Musselshell, Rosebud, Stillwater, Sweet Grass, Treasure, Wheatland and Yellowstone Counties, Montana, and Company agrees that, as long as Franchisee shall not be in default hereunder, neither it nor any person or firm authorized or licensed by it shall establish an office within the foregoing area for the purpose of providing the services authorized by this Agreement.

Franchisee acknowledges that Company is the owner of all proprietary rights in and to the said plans and procedures together with the good will now and hereafter attached thereto, that the manuals,

bulletins, material and information now or hereafter developed by Franchisee and/or Company or provided or revealed to Franchisee pursuant to this Agreement have been unavailable to Franchisee and constitute trade secrets owned by Company and revealed in confidence hereunder, and that no right is given or acquired to use or duplicate any of the aforementioned rights or information elsewhere than in the area described in this Agreement, and only pursuant to the terms of this Agreement.

Nothing herein contained shall be construed to vest in Franchisee any right, title or interest in and to any trade name, trademark or service mark, or any variation, derivation or registration thereof which is now or may be hereafter developed, acquired or granted hereunder [including, but not limited to, those affixed hereto and specifically described in Paragraph 1(b)], together with the goodwill now or hereafter attached thereto, other than to use the same pursuant to the terms and conditions of this Agreement. Franchisee expressly recognizes that it may not file in its own name any federal, state or local applications for registration of any such names or marks.

Wizzard Software Corp. (“Shareholder”) is the majority shareholder of Franchisee, and there shall be no sale, purchase, transfer, assignment, issuance or redemption of any stock in Franchisee which would result in Shareholder owning less than a majority of the issued and outstanding stock of Franchisee, without the prior written consent of Company. These restrictions are in addition to those applicable to Shareholder pursuant to an agreement between Shareholder and Company dated September 7, 2005, a copy of which is attached to this Agreement as Exhibit B. Franchisee shall furnish Company with a certified copy of its Certificate of Incorporation together with a complete list of all of its shareholders. Franchisee shall furnish the same information immediately with respect to any new shareholders and shall immediately furnish a certified copy of any amendments to its Certificate of Incorporation.

The sole purpose of Franchisee shall be the operation of this or other franchises granted by Company. To the extent allowable by local law, Franchisee will operate its business under the names INTERIM HEALTHCARE and INTERIM HEALTHCARE STAFFING, for the purpose of conforming to the generally used and accepted naming of Franchisees of Company located in other areas. In the event that such names shall be unavailable, Franchisee shall utilize such other names as shall first be approved in writing by Company.

Franchisee hereby acknowledges that Company has the right to establish on its own account, or to license or otherwise authorize one or more other parties to establish, a business which (i) is similar to the business authorized by this Agreement, (ii) utilizes the trade names which Franchisee is authorized to utilize pursuant to Paragraph 1(b) above, and (iii) operates within the state(s) designated in Paragraph 2 hereof in an area other than the area specifically described therein. Franchisee agrees to immediately upon written demand by Company, execute or cause to be executed, such instruments as may be required by any court or public authority in such state, consenting to the use of the names INTERIM, INTERIM HEALTHCARE and/or INTERIM HEALTHCARE STAFFING (or such other name or names as shall have been authorized by Company) in connection with the operation of such other or further businesses or franchises as corporations or otherwise. The failure or refusal of Franchisee to comply with such demand immediately upon the receipt thereof shall thereupon vest in Company, through its designated officers, full power and authority in the name of and on behalf of Franchisee as its Attorney-in-Fact as fully as Franchisee might do itself, to execute or cause to be executed any of the foregoing instruments required by any such public authority or court.

Company agrees to furnish or provide the following services or assistance in the operation of this franchise:

(a)

Train Franchisee in the operation of the franchise;

(b)

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

(c)

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

(d)

Cooperate with Franchisee 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 Company’s other franchisees, obtain master insurance policies for the benefit of Company and its franchisees;

(g)

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

(h)

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

(i)

Furnish national account leads as applicable.

(a)

Franchisee agrees that it will, in good faith, develop, maintain and promote the business and public image of Company and any trademarks, trade names and service marks, the use of which are granted to Franchisee by Company pursuant to this Agreement or any other agreement between Company and Franchisee. Franchisee 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 Company's business or its trademarks, trade names and service marks. Franchisee further agrees to adhere to Company's written operational and clinical policies, procedures, regulations and quality standards uniformly applicable to all of its franchisees, as set forth in Company's manuals and other written materials provided to Franchisee, provided that none of the foregoing shall vary or alter the provisions of this Agreement.

(b) Franchisee shall conduct the Franchisee shall conduct the business authorized hereunder in accordance with all of Company’s written operational and clinical policies, procedures, regulations and quality standards, and with all applicable laws, statutes, rules and regulations. Without limiting the generality of the foregoing, Franchisee shall comply with Company’s Operations manuals, Graphic Standards manuals and all other manuals provided by Company which may be in effect from time-to-time, and with the Social Security Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Equal Pay Act, the Americans with Disabilities Act, and the Immigration Reform and Control Act, as such laws now exist or are hereafter amended, in the operation of the business authorized hereunder.

(c) As permitted by law, Franchisee shall obtain, and maintain throughout the term of this 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 Franchisee 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 Company upon termination of this Agreement, and Franchisee hereby agrees to assign any such license or certificate, or the rights thereto, to Company or its nominee upon termination of this Agreement.

(d)

Anything contained in this Agreement to the contrary notwithstanding, Franchisee hereby acknowledges and agrees that Company may substitute other trademarks, service marks or trade names for those authorized herein or elsewhere by Company, or discontinue the use of any trademark, service mark or trade name, without incurring any obligation or liability to Franchisee, provided that such substitution or discontinuance is applied on a uniform and consistent basis with respect to all franchise agreements of Company dated subsequent to October 1, 1997, and Company notifies Franchisee in writing of such substitution or discontinuance, and provides a conversion period with respect to such substitution or discontinuance of not less than sixty (60) days. Franchisee will be responsible for any cost of substitution.

10.

Franchisee agrees to establish and continuously maintain at its own expense, an office properly identified as an INTERIM HEALTHCARE Full Service office. The office hours shall be consistent with local practices concerning business hours and holidays, provided that Franchisee's services shall be available at all times on a twenty-four hour per day basis. Any signs or advertising on or about Franchisee's office shall conform to such uniform specifications as may be developed by Company for application to all of its INTERIM HEALTHCARE Full Service offices, and Franchisee shall not display or permit the display of, on or within the portion of the office within its control, any business name or service not authorized hereunder. This Agreement shall be effective as of April 4, 2007.

11.

any such forms or advertising not purchased from Company shall conform in all respects to the design and specifications of Company. Franchisee agrees to pay Company's invoices for forms, advertising and other supplies purchased from Company no later than the tenth of the month following the date of such invoices.

12.

Franchisee agrees to purchase from financially responsible insurance companies and to continuously maintain the minimum insurance coverages listed below, and agrees to furnish Company with a Certificate of Insurance and/or a copy of each policy, together with data on claims and losses under such policies. Franchisee agrees to add Company as an additional insured to any of its policies wherever possible.

(a)

WORKER’S COMPENSATION (including Employer’s Liability): as required by law;

(b)

COMMERCIAL GENERAL LIABILITY: With minimum limits of $1,000,000 combined single limit for Bodily Injury and Property Damage per occurrence and $3,000,000 in the annual aggregate;

(c)

AUTOMOBILE LIABILITY

(including non-owned and hired autos): With minimum limits of $1,000,000 combined single limit for Bodily Injury and Property Damage per occurrence and $3,000,000 in the annual aggregate;

(d)

UMBRELLA LIABILITY: Coverage of $5,000,000;

(e)

BLANKET COMMERCIAL FIDELITY BOND: With minimum limits of $1,000,000; and

(f)

PROFESSIONAL LIABILITY: Minimum limits of $1,000,000 for Bodily Injury per occurrence and $3,000,000 in the annual aggregate.

13.

For each Calendar Year during the term of this Agreement, Franchisee agrees to spend on local advertising (including direct mail, “Yellow Page” and “White Page” directories) an amount not less than one percent (1%) of sales made during the previous Calendar Year. All advertising and promotional materials used by Franchisee must be approved in advance by Company.

14.

Franchisee agrees to place, at its expense, one of Company's standard classified ads in the telephone “Yellow Page” and “White Page” directories issued in its area. Franchisee shall determine the size of the standard ad utilized. The category of such ads must be approved in advance by Company.

15.

Franchisee agrees to prepare and furnish Company with the following reports of its operations on the designated dates or intervals on forms required by law or prescribed and furnished by Company, as the case may be:

(a)

(b)

quarterly financial statements in the format specified by Company, which shall include a complete balance sheet and profit and loss statement prepared according to generally accepted accounting principles applied on a consistent basis, due within thirty (30) days after the end of each quarter;

(c)

(d) such clinical records and information as may be required by Company from time-to-time; and

(e) all Medicare and medicaid cost reports (both as submitted by Franchisee and as finalized), all applicable notices of program reimbursement, periodic interim payment reports, audit adjustments and work papers, final resolutions of reimbursement disputes and all documentation regarding prospective payments.

16.

Franchisee agrees that it will at all times keep and record all sales of every nature, kind or description in books of account established and kept according to Company's bookkeeping system and to generally accepted accounting principles applied on a consistent basis. Company shall have, at all reasonable times and during business hours, the right to inspect and copy any and all books and records of Franchisee.

17.

18.

The covenants of this Paragraph 18 are independent covenants of Franchisee and not dependent upon the performance by Company of any of its covenants in this Agreement. The restrictions set forth below are in addition to those applicable to Shareholder pursuant to an agreement between Shareholder and Company dated September 7, 2005, a copy of which is attached to this Agreement as Exhibit B. The breach or claimed breach by Company of any of its said covenants shall

in no way affect the right of Company to enforce any of the covenants of this Paragraph 18.

(a)

Franchisee hereby represents that Shareholder is the sole shareholder of Franchisee. Shareholder is hereby made a party to this Agreement. Shareholder hereby acknowledges that Company has granted the within franchise to Franchisee, based primarily upon Company's investigation and reliance upon the qualifications of Shareholder. It is understood by Shareholder that it may have access to or may be furnished with certain plans, procedures, methods, data, manuals and other information, all of which are hereby acknowledged to be confidential trade secrets, heretofore unavailable to it, and that this franchise and the said trade secrets would not have been granted or furnished, excepting upon and in consideration of the covenants of Shareholder hereinafter contained.

1) Shareholder accordingly hereby covenants and agrees that, commencing with it’s execution of this Agreement, and for a period ending eleven (11) months after the expiration or other termination of this Agreement for any reason, or of it’s share ownership in Franchisee, whichever shall first occur, that it will not, directly or indirectly, individually or for any third party, without the prior written authority of Company, engage in any business or activity competitive to the business of providing the following services and products to any party: (i) temporary personnel to provide health care management, support, nursing and other health care related services, (ii) hospice services, (iii) permanent placement services with respect to health care management, support, nursing and other health care related occupations, (iv) “vendor-on-premise” services, management services and similar services, and (v) pharmaceuticals, durable medical equipment, supplies and similar health care related products, or assist any competitor in any way to provide such services and products within a radius of one hundred (100) miles from any office operated by Company or its subsidiaries, affiliates, licensees or franchisees.

Shareholder further agrees that it will not, at any time either during or after the expiration or other termination of this Agreement for any reason, directly or indirectly make use of or disclose to any third party the details or provisions of any written or oral contract or of any agreement between Company and any other firm or person, nor the details of any statistical data, customer list, advertising material, manuals, forms, techniques, methods or procedures of Company which may come to it’s attention or knowledge by reason of it’s association with Company or Franchisee. Shareholder agrees that it will, immediately upon expiration or other termination of this Agreement for any reason, or upon termination of it’s share ownership in Franchisee, whichever shall first occur, return to Company or to Franchisee, as the case may be, any customer lists, employee lists, manuals, advertising or promotional materials, or other books, papers, documents or data belonging to or related to the business of Company or Franchisee.

Shareholder further agrees not to sell, transfer or assign by way of gift or otherwise any of it’s stock in Franchisee without first securing from such prospective shareholder a signed copy of the foregoing agreement containing substantially the same provisions, a copy of which shall be immediately furnished to Company.

(b)

Franchisee and Shareholder agree that, for a period commencing with the execution of this Agreement and ending eleven (11) months after the expiration or other termination of this Agreement for any reason, or of their interest hereunder, whichever shall first occur, they will be subject to and bound by each of the covenants and restrictions set forth in subparagraphs (1) and (2) of Paragraph 18(a) hereof.

(c)

Franchisee covenants and agrees that it will not engage any clerical, sales, or executive employees, or issue or transfer any shares in Franchisee, unless and until it shall have first secured a signed agreement from each such individual or entity, in the form then in use and prescribed by Company and containing substantially the covenants and conditions set forth in Paragraph 18(a) above, restricting future employment and other activities which may be directly or indirectly competitive to the business of Company or Franchisee.

(d)

Franchisee covenants that it will not allow, suffer or permit access to, or knowledge of, any of the plans, procedures, methods, data, manuals, customer or employees lists or other confidential trade secrets of Company, to any party whomsoever who shall not have executed an agreement in conformity with this Paragraph 18.

(e)

Notwithstanding any provisions of this Paragraph 18, Franchisee or Shareholder may disclose any of the information described above to their attorneys or accountants, banks and insurance underwriters for proper business purposes, or upon the prior written approval by Company, to the applicants for other franchises of Company.

(f)

Franchisee covenants that it will only service customers with Franchisee’s employees and that all employees who are provided to customers by Franchisee to perform any services authorized by this Agreement, irrespective whether such employees are full-time, part-time or temporary, shall be employees of Franchisee and not independent contractors and/or employees of any third party, except as Company, in its sole discretion, shall approve in advance and in writing.

(g)

The restrictions set forth in (a) and (b) above are considered by the parties to be reasonable for the purpose of protecting the business investment of Company and its legitimate business interests, which interests include, without limitation, trade secrets (and other valuable confidential business information which may not qualify as trade secrets, but which Company has expended substantial time and money in developing and which it considers confidential and proprietary); substantial business relationships with existing and prospective franchisees, licensees, patients, customers and clients; patient, customer and client goodwill associated with the ongoing

business of Company and evidenced by the various trademarks, trade names, service marks and trade dress used by Company and its franchisees and licensees in connection with their respective businesses; and an expectation of continuing patronage from the existing patients, customers and clients of Company, its franchisees and licensees. In view of the substantial harm which would result from a breach or threatened breach by Franchisee or Shareholder of the covenants set forth in (a) and (b) above, the parties agree that such covenants shall be enforced to the maximum extent permitted by law. If any such covenant or portion thereof is found by any court of competent jurisdiction to be illegal, void or unenforceable because it extends for too long a period of time or over too broad a range of activities or in too large a geographic area or for any other reason, however, then such court shall interpret such covenant or portion thereof to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable or otherwise so as to render the covenant enforceable.

19.

Franchisee agrees to pay to Company the following amounts:

(a) The sum of $-0-, as a non-refundable franchise fee, receipt of which is hereby acknowledged.

(b)

A weekly service charge calculated in the manner set forth in Exhibit C attached to this Agreement, due and payable at the office of Company on the Friday next succeeding the week during which such sales have occurred.

(c)

Franchisee shall be given a weekly service charge credit for weekly service charges paid by Franchisee on sales which are ultimately deemed to be uncollectible, provided Franchisee complies with each of the following terms and conditions:

(1)

Within ninety (90) days of filing its federal tax return each fiscal year, Franchisee must submit to Company’s Chief Financial Officer a list of accounts, certifying that such accounts have been written-off during such fiscal year. In order to be eligible for a weekly service charge credit, an account must be written-off in the fiscal year in which the services were provided or the next succeeding fiscal year.

(2)

Copies of customer accounts receivable registers for all accounts which have been written-off must accompany Franchisee’s request for a weekly service charge credit. Company reserves the right to perform such audit procedures as it deems reasonable and necessary to verify the accounts receivable information provided to Company by Franchisee.

(3)

All accounts submitted for weekly service charge credit must be properly reflected on Franchisee’s federal tax return as “bad debt.”

(4)

Weekly service charge credits will be granted in an amount equal

to the weekly service charges paid by Franchisee with respect to each account which has been written-off.

(5)

In the event that Franchisee collects an account for which a weekly service charge credit has previously been granted, the amount collected will be subject to payment of a weekly service charge at the same rate at which the credit was calculated.

Company may apply any weekly service charge credits granted to Franchisee as provided for above to any amounts owed to Company by Franchisee at Company’s sole discretion.

Any amounts owed to Company by Franchisee for weekly service charges, goods or services purchased from Company by Franchisee or for any other reason, shall be paid via electronic funds transfer (“EFT”). Franchisee hereby agrees to execute an EFT authorization in the form prescribed by Company and such other documents as may be requested by Company from time-to-time, the purpose of which will be to enable Company to collect any amounts payable by Franchisee to Company from Franchisee’s designated account via EFT. Franchisee shall make deposits into the designated account sufficient to cover all amounts owed to Company by Franchisee. Franchisee’s failure to fully comply with the EFT related terms set forth above shall constitute a default due to nonpayment of monies owed Company, as described in Paragraph 29 below.

20.

On or about January 15th of each calendar year during which this Agreement is in effect, Company shall determine Franchisee’s “Market Quota” for such calendar year, and shall promptly notify Franchisee of the amount thereof. The Market Quota for each calendar year shall be an amount equal to the product of (i) $.023, times (ii) the CPI, times (iii) the Area Population. (As used herein, the term “CPI” shall be mean the most current available Consumer Price Index for All Urban Consumers, Medical Care (1982-1984 = 100), as published by the U. S. Department of Labor Statistics, and the term “Area Population” shall mean the most current available estimated (or actual, if available) population of the franchise area set forth in Paragraph 2 above, as published by the U.S. Census Bureau.)

The sales quotas of Franchisee for each calendar year shall be calculated as a percentage of Franchisee’s Market Quota for such calendar year, as follows:

Calendar Year 2007:

10% of the Market Quota

Calendar Year 2008:

20% of the Market Quota

Calendar Year 2009:

40% of the Market Quota

Calendar Year 2010:

60% of the Market Quota

Calendar Year 2011:

80% of the Market Quota

Calendar Year 2012, and

each Calendar Year thereafter:

100% of the Market Quota

21.

In the event that Franchisee’s gross sales for any calendar year are less than the sales quota for such calendar year, Franchisee shall pay to Company a sum equal to the difference between Franchisee’s gross sales for such calendar year and the designated sales quota for such calendar year, multiplied by a fraction. The numerator of the fraction will equal the amount of weekly service

charges payable to Company based on Franchisee’s actual sales during such calendar year, and the denominator of the fraction will equal Franchisee’s actual sales during the same calendar year. Any amounts which may become due by reason of this Paragraph 21 shall become due and payable at the office of Company within thirty (30) days after the mailing by Company to Franchisee of a written notice of the amount due pursuant to this Paragraph 21, and Franchisee’s failure to pay any amounts due pursuant to this Paragraph 21 in a timely manner shall constitute a default under the terms of this Agreement.

22.

Company’s failure to deliver written notice of any amount due pursuant to Paragraph 21 above to Franchisee within six (6) months after the expiration of any period set forth in Paragraph 20 hereof shall be deemed a waiver of Company’s right to collect such amount for that period. Any such waiver by Company shall not in any way limit or affect Company’s right to collect any amounts due for any subsequent period or upon any other default, or to receive such monies as may be due at the time of such waiver, or as thereafter may become due, or the right to insist upon full and complete performance of each of the other terms of this Agreement, at such time and at all times thereafter.

23.

As used throughout this Agreement, the following terms shall have the meanings indicated:

(a)

The term “sales,” including the terms “weekly sales,” “weekly gross sales” and “gross sales,” shall mean and include all billings to Franchisee’s customers for goods sold and services rendered, excluding only sales taxes or other taxes which may be required by law to be collected from Franchisee’s customers. Except as otherwise approved in writing by Company in advance, Franchisee shall prepare and issue all billings during the week following the week in which sales are made or services rendered.

(b)

The term “Medicaid sales” means the amount submitted for reimbursement or other payment pursuant to any state Medicaid program, provided that a subsequent adjustment shall be permitted so that Medicaid sales shall ultimately equal the amount actually received by Franchisee from the Medicaid program.

(c)

The term “Medicaid program” means any state Medicaid program applicable to Franchisee, as authorized under Title XIX of the Social Security Act of 1935, as amended.

(d)

The term “good standing” means that (i) Franchisee is in material compliance with each of the non-monetary terms and conditions of this Agreement and every other agreement between Company and Franchisee; and (ii) Franchisee has made each and every payment owed by it to Company, whether pursuant to this Agreement or otherwise, within ten (10) days following the due date of such payment.

24.

25.

In the event that this Agreement shall be in full force and effect upon the expiration of the initial five (5) year period, Franchisee shall have the option to renew this Agreement for additional, successive ten (10) year periods, provided that Franchisee shall have given written notice to Company not less than one hundred and twenty (120) days prior to the expiration of the term sought to be renewed. Franchisee's failure to deliver notice of renewal within the time specified shall constitute a default under, and be subject to, Paragraph 29 hereof. All of the terms and conditions of this Agreement shall remain in full force and effect during any extension or renewal hereof.

26.

Franchisee shall have the right to terminate this Agreement by giving Company written notice of termination not less than one hundred and twenty (120) days prior to the date set by Franchisee for termination. Once given, such notice of termination shall be irrevocable, unless otherwise agreed in writing between the parties. In the event of termination by Franchisee, Franchisee covenants and agrees that during the said period prior to the date set for termination, it will continue to maintain complete operations unless written arrangements are made between Company and Franchisee for an earlier termination. Franchisee agrees to cooperate fully with Company to expedite the transfer of its interest hereunder to any person or firm that may succeed to such interest following termination.

27.

Franchisee shall have the right to sell the franchise granted herein, or all (but not part) of the business and assets owned or utilized by Franchisee in the operation of such franchise, to such person or persons as shall have first been approved in writing by Company. Company reserves the right to approve any proposed purchaser, and represents that such approval will not be unreasonably withheld. There shall be no sale or other transfer of the franchise granted herein, or of the business or assets owned or utilized by Franchisee in the operation of such franchise, without such prior written approval by Company.

Any offer to purchase this franchise, or the business or assets owned or utilized by Franchisee in the operation of this franchise, shall be first submitted in writing to Company in the form of a binding letter of intent (conditioned, however, upon Company’s consent), setting forth the terms of the offer to purchase in detail reasonably satisfactory to Company, signed by Franchisee and the proposed purchaser and accompanied by a certified check representing at least ten percent (10%) of the proposed purchase price. Company or its nominee shall thereupon have the prior right to purchase this franchise under terms equivalent to those set forth in such letter of intent, which right must be exercised by giving notice in writing to Franchisee within thirty (30) days after receipt by Company of the letter of intent. In the event that Company fails to exercise such right within the thirty (30) day period, then Franchisee may complete the sale to the proposed purchaser under the terms set forth in the letter of intent. In the event that Company shall have exercised its option, or upon the expiration of thirty (30) days, whichever shall first occur, Company shall thereupon return said check to Franchisee.

The foregoing provisions of this Paragraph 27 shall apply to the sale or transfer of any shares of Franchisee by Shareholder. Upon the death of any Shareholder, his or her heirs, legatees or personal representatives shall take such shares subject to the limitations and conditions set forth herein. Each share certificate issued by Franchisee shall bear the following notation:

“The transfer of the shares represented by this certificate is subject to the limitations and conditions contained in an agreement executed by the holder of this certificate, a copy of which restrictions and conditions is on file with the issuing corporation, and is

available for inspection by any shareholder.”

28.

In the event that Franchisee files a voluntary petition under any federal or state law relating to bankruptcy or insolvency, or makes an assignment for the benefit of creditors, Franchisee shall be in default under the terms hereof. In the event that Franchisee has a petition filed against it under any federal or state law relating to bankruptcy, insolvency, or appointment of a receiver, and the same is not discharged within thirty (30) days from the date thereof, Franchisee shall be in default under the terms hereof. In the event Franchisee shall close its office, cease operations or otherwise abandon this franchise, or violate any of the provisions of Paragraph 18 of this Agreement, Franchisee shall be in default under the terms hereof. Upon any such default set forth in this Paragraph 28, Company shall have the right to terminate this Agreement immediately upon delivery of written notice of termination to Franchisee.

29.

In the event that Franchisee shall fail to fully and faithfully perform and abide by all of the terms, covenants and conditions of this Agreement, Franchisee shall be deemed in default hereunder. Upon receipt of a written notice from Company stating the nature and character of any such default, Franchisee thereupon shall have thirty (30) days from the date of such notice to cure said default to the satisfaction of Company, except that any default due to nonpayment of monies owed Company shall be cured by Franchisee within ten (10) days from the receipt of such written notice. Franchisee shall not be deemed to have cured a payment default if it incurs another payment default within the ten-day cure period. If any such default is not cured within the applicable period following receipt of Company's written notice thereof, or upon any subsequent default in the payment of monies due Company, Company may terminate this Agreement without further notice to Franchisee other than written notice of termination. Failure of Company to notify Franchisee of any default as set forth herein, or to terminate this Agreement pursuant to any provision of this Agreement, shall not constitute a waiver of any such default, nor shall it constitute a consent, acquiescence or waiver of any subsequent defaults whether of the same or a different character.

30.

Upon the expiration or other termination of this Agreement for any reason, including the rejection of this contract by Franchisee in connection with any bankruptcy proceedings filed by or against Franchisee, Franchisee's right to use the plans, methods and procedures of Company together with the trade names, trademarks and/or service marks now or hereafter licensed or acquired, and any derivatives thereof, shall immediately cease, and Franchisee shall immediately discontinue the use thereof and shall deliver to Company all forms of advertising, publications, documents, or other instruments bearing such trade names, trademarks or service marks. Upon any such expiration or other termination, Company shall have the immediate right to place its employees, or those of its designee, upon the premises of Franchisee for the purpose of continuing the operation of the business for the benefit of Company. Franchisee agrees to turn over to Company, and to no other party without the express written consent of Company, the names, addresses and telephone numbers of all of the customers and the permanent and temporary employees of the business operated pursuant to this Agreement (all of which information Franchisee hereby acknowledges has been co-developed by Company and Franchisee during the term of this Agreement, and which Franchisee has been authorized by Company to use only in connection with a business operated pursuant to the terms and conditions set forth in this Agreement), and any manuals furnished or made available to it by Company. Franchisee further agrees to execute and deliver to Company any and all instruments necessary to effect assignment or other transfer of its telephone number(s), telephone directory listing

agreement(s), office lease(s), office equipment lease(s) and all licenses, permits, certificates of need or other authorizations (or the rights thereto) which Company elects to assume, to Company or its designee upon Company's written demand therefor. The failure or refusal of Franchisee to immediately comply with such demand upon receipt thereof shall vest in Company, through its duly appointed officers, full power and authority in the name of and on behalf of Franchisee as its Attorney-in-Fact as fully as Franchisee might do itself, to execute or cause to be executed any of the foregoing instruments to effect such assignment(s) or other transfer(s). Company shall be responsible for all payments to be made under any such lease or agreement from and after the later of the effective date of assignment or the date of expiration or other termination of this Agreement. Franchisee further agrees that, upon such expiration or other termination, it will no longer do business as a corporation under, or use as an assumed or registered trade name, the names INTERIM, INTERIM HEALTHCARE or INTERIM HEALTHCARE STAFFING, or any other trade name, trademark or service mark hereafter licensed by or acquired from Company, and Franchisee agrees to execute or cause to be executed, such document or documents and to take such further steps as may be necessary so as to cease all use of such trade names, trademarks or service marks. Company shall have the right to apply to a court of competent jurisdiction for an injunction to restrain Franchisee from continuing to use the aforesaid names as part of its corporate or assumed name and from using any trade name, trademark or service mark authorized by Company in this Agreement or elsewhere, or any derivatives thereof, and Franchisee agrees that such court may decree the payment by Franchisee of all reasonable attorney's fees and costs incurred by Company in any such proceedings.

31.

32.

Whenever the term “Franchisee” appears herein, it shall be taken to mean and include any assignee of Franchisee. Each and every covenant of Franchisee herein contained shall at all times be binding upon such assignee. This Agreement may not be assigned, sub-licensed or otherwise alienated without the prior written consent of Company.

33.

This Agreement and the terms and provisions hereof shall inure to the benefit and be binding upon the heirs, successors, or assigns of the parties hereto. It is specifically understood and agreed that Company may, at its option, assign its interest in this Agreement to any corporation, partnership or person at Company's option.

34.

Any written notice provided herein to be given Franchisee shall be given by facsimile transmission, overnight courier or certified mail addressed to Franchisee at the office required to be maintained by Franchisee under this Agreement. Any written notice required to be given to Company shall be by facsimile transmission, overnight courier or certified mail addressed to Company at its office at 1601 Sawgrass Corporate Parkway, Sunrise, Florida 33323, or to such other address as Company may designate. Unless otherwise specified in this Agreement, written notice shall be presumed received by both parties as of the date of the receipt or refusal of receipt thereof by any employee of the addressee.

35.

The provisions of this Paragraph 35 shall apply to this Agreement, and to any other related or ancillary written or verbal contract, for the purchase of services by Franchisee from Company, provided that the cost or value of services under such contract is at least $10,000.00 in any twelve (12) month period.

(a)

(b)

If Company carries out any of its duties under any of the contracts described above through a subcontract, with a value or cost of $10,000.00 or more over a twelve (12) month period, with a related organization (as the term is defined in 42 C.F.R. 420.301), such subcontract shall contain a clause to the effect that until the expiration of four years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request to the Secretary, or upon request to the Comptroller General, or any of their duly authorized representatives, the subcontract, and books, documents, and records of such organization that are necessary to verify the nature and extent of such costs.

(c)

This Paragraph 35 shall be construed so as to comply with Section 952 of Public Law 96-499 and 42 C.F.R. 420.300 through 420.304, as amended from time-to-time, but shall not permit or require access to the books, records, and documents of Company except as required by such law or regulation. Company reserves the right to deny or challenge any request for such access which it believes is not required by or contrary to any law or regulation.

36.

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed in Florida, without regard to conflicts of law principles thereunder. Franchisee acknowledges and agrees that this Agreement is to be substantially performed within the State of Florida. Accordingly, Company and Franchisee agree that any action or proceeding arising out of or related in any way to this Agreement shall be brought solely in a court of competent jurisdiction sitting in Broward County, Florida, provided, however, that any action brought by Company to enforce the provisions of Paragraphs 18 or 27 of this Agreement may be brought in a court of competent jurisdiction sitting within any venue permitted by law. Franchisee hereby irrevocably and unconditionally consents to the jurisdiction of any such court and hereby irrevocably and unconditionally waives any defense of an inconvenient forum to the maintenance of any action or proceeding in any such court, any objection to venue with respect to any such action or proceeding and any right of jurisdiction on account of the place of residence or domicile of any party thereto. Franchisee hereby irrevocably and unconditionally waives the right to a jury trial in connection with any claim arising out of or related to this Agreement. Any litigation between Company and Franchisee shall be limited to the individual claims of either party and no claim of any other party shall be the subject of such litigation on any basis whatsoever, whether by

consolidation, by class or representative principles, or otherwise.

37.

If either Company, on the one hand, or Franchisee, on the other hand, commences an action against the other to interpret or enforce any term or condition of this Agreement, or as a result of a breach or alleged breach by the other party of any term or condition of this Agreement, the non-prevailing party shall pay to the prevailing party reasonable attorneys' fees (including a reasonable fee allocated to services provided by in-house counsel), costs and expenses incurred in connection with the prosecution or defense of such action (including at any appellate level).

38.

Franchisee hereby acknowledges receipt of this Agreement containing all material terms at least five business days prior to the date of execution. This Agreement shall be effective as of April 4, 2007.

IN WITNESS WHEREOF, Company has caused this Agreement, consisting of 29 pages, including the INTERIM HEALTHCARE and INTERIM HEALTHCARE STAFFING logos attached hereto as Exhibit A, the Agreement between Company and Shareholder dated September 7, 2005 attached hereto as Exhibit B and a Franchise Agreement Addendum attached hereto as Exhibit C, to be executed by its duly authorized officers this 19th day of April 2007.

ATTEST:

INTERIM HEALTHCARE INC.

By: /s/___________________________ By:/s/_____________________________

Secretary President

IN WITNESS WHEREOF, Franchisee has caused this Agreement to be executed by its duly authorized officers this 19th day of April 2007.

ATTEST:

INTERIM HEALTHCARE OF

WYOMING, INC.

By: /s/___________________________

By:/s/____________________________

Secretary

President

IN WITNESS WHEREOF, Shareholder has executed this Agreement for the express purpose of being bound thereby with respect to the covenants and conditions of Paragraphs 18 and 27 hereof, all on the date last above written. Shareholder further acknowledges and agrees that this Agreement shall be subject to the terms and conditions set forth in Exhibit C attached to this Agreement.

WIZZARD SOFTWARE CORP.

By: /s/Christopher J. Spencer

President

The undersigned, as shareholders, directors, officers, managers, executives and/or administrators of Shareholder, have executed this Agreement on the date last above written for the express purpose of confirming their agreement to be bound by the covenants and conditions of Sections 18 and 27 of this Agreement, and hereby acknowledge have received and read a copy of same.

/s/Gordon Berry

/s/ Christopher J. Spencer

Gordon J. Berry

Christopher J. Spencer

EXHIBIT A-1

[BILLINGSFRANCHISEAGREEMEN002.GIF]

EXHIBIT A-2

EXHIBIT A-3

FRANCHISE AGREEMENT ADDENDUM

This Addendum constitutes an amendment to that certain INTERIM HEALTHCARE Full Service franchise agreement bearing even date herewith (the “Franchise Agreement”) between Franchisee and Company, and is attached to such Franchise Agreement at the date of its execution. It is the intent of the parties that the terms and conditions set forth in this Addendum shall supersede any terms or conditions in the Franchise Agreement which are inconsistent with the terms and conditions contained herein.

1. Weekly Service Charges.

(a) For the twelve month period from April 4, 2007 until April 3, 2008, Franchisee shall pay a weekly service charge equal to 2.25% on the first $38,000 of sales each week, and 5.25% of sales in excess of $38,000 each week.

(b) For the twelve month period from April 4, 2008 until April 3, 2009, Franchisee shall pay a weekly service charge equal to 3.25% on the first $38,000 of sales each week, and 5.25% of sales in excess of $38,000 each week.

(c) For the twelve month period from April 4, 2009 until April 3, 2010, Franchisee shall pay a weekly service charge equal to 4.25% on the first $38,000 of sales each week, and 5.25% of sales in excess of $38,000 each week.

(d) At all times after April 3, 2010, Franchisee shall pay weekly service charges on all sales at the rate of 5.25% of such sales.

Anything in this Addendum to the contrary notwithstanding, effective with respect to all periods after April 3, 2010, if Franchisee is in good standing on the date weekly service charges are due, the weekly service charge on Franchisee’s Medicaid sales only shall be reduced to 3.25% of such sales. Franchisee’s obligation to pay weekly service charges at the rate of 5.25% on Medicaid sales as a result of its failure to remain in good standing shall not be contingent upon receipt by Franchisee of prior notice that Franchisee has failed to remain in good standing, and Company shall be under no obligation to provide such prior notice to Franchisee. Franchisee’s subsequent return to a status of good standing shall not relieve it of its obligation to pay weekly service charges on Medicaid sales at the rate of 5.25% for any period during which Franchisee was not in good standing, and its failure to do so shall constitute a default under the Franchise Agreement.

With respect to any period during which Franchisee is required to pay weekly service charges at the rate of 5.25% of sales, such weekly service charges shall be subject to reduction pursuant to the terms and conditions of any royalty incentive or similar program which Interim may establish from time-to-time, provided that Franchisee is

eligible for such program and meets each of the terms and conditions necessary to qualify for participation therein.

2. Trade Names. Unless otherwise agreed in writing between the parties, Franchisee shall identify the franchise business as follows:

(a) For the first twelve month period following the effective date of the Franchise Agreement, Franchisee shall identify the franchise business as “Professional Personnel.”

(b) For the second twelve month period following the effective date of the Franchise Agreement, Franchisee shall identify the acquired business as “Professional Personnel, an Interim Healthcare Affiliate.”

(c) For the third twelve month period following the effective date of the Franchise Agreement, Franchisee shall identify the acquired business as “Interim Healthcare, formerly Professional Personnel.”

(d) At all times after the third twelve month period following the effective date of the Franchise Agreement, Franchisee shall identify the acquired business as “Interim Healthcare.”

Commencing with the effective date of the Franchise Agreement, all employees of the franchise business who directly provide the services authorized by the Franchise Agreement shall be required to wear badges, sleeve patches, pins or similar items which identify such employees as being associated with Interim Healthcare.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Addendum on the 19th day of April 2007, with the intention of being legally bound thereby effective as of April 4, 2007.

INTERIM HEALTHCARE INC.

INTERIM HEALTHCARE OF

WYOMING, INC.

By: /s/________________________

President

EXHIBIT A-4

BUSINESS ASSOCIATE AGREEMENT

THIS AGREEMENT entered into by and between INTERIM HEALTHCARE OF WYOMING, INC. (hereinafter “Covered Entity”) and INTERIM HEALTHCARE INC. (hereinafter “Business Associate”) as of April 19, 2007.

WHEREAS, Covered Entity and Business Associate are parties to an “Interim HealthCare” franchise agreement (hereinafter the “Franchise Agreement”); and

WHEREAS, the nature of the relationship contemplated by the Franchise Agreement, and the services provided or made available by Business Associate to Covered Entity thereunder, require that Business Associate have access to Protected Health Information (as defined below); and

WHEREAS, the Health Insurance Portability and Accountability Act, Public Law 104-191 (“HIPAA”) and the Privacy Rule and Security Rule (as defined below) promulgated thereunder govern the uses and disclosures of Protected Health Information by and between Covered Entity and Business Associate; and

WHEREAS, the parties have entered into this Agreement for the purpose of setting forth their respective obligations with respect to Protected Health Information, pursuant to the requirements of HIPAA and the Privacy Rule and Security Rule.

NOW, THEREFORE, the parties agree as follows:

Article 1: Definitions

(a)

Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms in the Privacy Rule and the Security Rule as in effect or as amended.

(b)

“Electronic Protected Health Information” or “ePHI” shall have the same meaning as the term “electronic protected health information” in 45 CFR 160.103.

(c)

“Individual” shall have the same meaning as the term “individual” in 45 CFR 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR 164.502(g).

(d)

“Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E.

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(e)

“Protected Health Information” or “PHI” shall have the same meaning as the term “protected health information” in 45 CFR 160.103, limited to the information created or received or accessed by Business Associate from or on behalf of Covered Entity, and shall include, but not be limited to, all ePHI created, received or accessed by Business Associate from or on behalf of Covered Entity.

(f)

“Required By Law” shall have the same meaning as the term “required by law” in 45 CFR 164.501.

(g)

“Secretary” shall mean the Secretary of the Department of Health and Human Services or his or her designee.

(h)

“Security Rule” shall mean the Security Standards for the Protection of Electronic Protected Health Information at 45 CFR part 160 and part 164, subparts A and C.

Article 2: Obligations and Activities of Business Associate

(a)

Business Associate agrees to not use or disclose PHI other than as permitted or required by this Agreement or as Required By Law.

(b)

Business Associate agrees to use appropriate safeguards to prevent use or disclosure of PHI other than as provided for by this Agreement.

(c)

Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Agreement.

(d)

Business Associate agrees to report to Covered Entity any use or disclosure of PHI not provided for by this Agreement of which it becomes aware.

(e)

Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides PHI received from, or created or received by Business Associate on behalf of Covered Entity agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such PHI.

(f)

Business Associate agrees to make internal practices, books, and records, relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of, Covered Entity available to Covered Entity, or at the request of Covered Entity, to the Secretary, in a time and manner as designated by the Secretary, for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule.

(g)

Business Associate agrees to document such disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528.

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(h)

Business Associate agrees to provide to Covered Entity or an Individual, in the time and manner as agreed by the parties, information collected in accordance with Section (g) above, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528.

(i)

If Business Associate has PHI in a Designated Data Set, Business Associate agrees to provide access, at the request of Covered Entity, and in the time and manner as agreed by the parties, to PHI in a Designated Record Set, to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR 164.524.

(j)

If Business Associate has PHI in a Designated Data Set, Business Associate agrees to make any amendments to PHI in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR 164.526 at the request of Covered Entity or an Individual, and in the time and manner as agreed by the parties.

(k)

With respect to ePHI, Business Associate shall:

(i)

Implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the ePHI it creates, receives, maintains, accesses or transmits on behalf of Covered Entity as required by the Security Rule;

(ii)

Ensure that any agent, including a subcontractor, to whom it provides such ePHI agrees to implement reasonable and appropriate safeguards to protect it; and

(iii)

Report to Covered Entity any security incident of which it becomes aware, including, without limitation, any attempted or successful unauthorized access, use, disclosure, modification or destruction of ePHI or interference with system operations in an information system.

Article 3: Permitted Uses and Disclosures by Business Associate

(a)

Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Franchise Agreement or which are otherwise provided to Business Associate’s “Interim HealthCare” franchise system generally, provided that such use or disclosure would not violate the Privacy Rule or the Security Rule if done by Covered Entity or the minimum necessary policies and procedures of Covered Entity.

(b)

Except as otherwise limited in this Agreement, Business Associate may use PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate.

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(c)

Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the proper management and administration of Business Associate, provided that disclosures are Required By Law, or Business Associate obtains reasonable assurances from the person to whom the PHI is disclosed that it will remain confidential and used or further disclosed only as Required By Law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the PHI has been breached.

(d)

Except as otherwise limited in this Agreement, Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by 42 CFR 164.504(e)(2)(i)(B).

(e)

Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 42 CFR 164.502(j)(1).

Article 4: Obligations of Covered Entity

(a)

Covered Entity shall notify Business Associate of any limitations in its notice of privacy practices of Covered Entity in accordance with 45 CFR 164.520, to the extent that such limitation may affect Business Associate's use or disclosure of PHI.

(b)

Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by any Individual to use or disclose PHI, to the extent that such changes may affect Business Associate's use or disclosure of Protected Health Information.

(c)

Covered Entity shall notify Business Associate of any restriction to the use or disclosure of Protected Health Information that Covered Entity has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI

Article 5: Permissible Requests by Covered Entity

Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule or the Security Rule if done by Covered Entity.

Article 6: Term and Termination

(a)

This Agreement shall be effective as of the date hereof, and shall terminate on the later of (i) the termination for any reason of the Franchise Agreement, or (ii) when all of the PHI provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy PHI, protections are extended to such PHI, in accordance with the termination provisions in this Article 6.

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(b)

Notwithstanding any other provision of this Agreement, upon Covered Entity's knowledge of a material breach of this Agreement by Business Associate, Covered Entity shall, at its option:

(i)

Provide an opportunity for Business Associate to cure the breach or end the violation and terminate this Agreement if Business Associate does not cure the breach or end the violation within the time specified by Covered Entity;

(ii)

Immediately terminate this Agreement if Business Associate has breached a material term of this Agreement and cure is not possible; or

(iii)

If neither termination nor cure is feasible, Covered Entity shall report the violation to the Secretary.

(c)

Except as provided in (d) below, upon termination of this Agreement, for any reason, Business Associate shall return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the PHI.

(d)

In the event that Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon its determination that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI.

Article 7: Miscellaneous

(a)

A reference in this Agreement to a section in the Privacy Rule or the Security Rule means the section as in effect or as amended.

(b)

The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the Privacy Rule, the Security Rule and the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191.

(c)

The respective rights and obligations of Business Associate under Article 6 of this Agreement shall survive the termination of this Agreement.

(d)

Any ambiguity in this Agreement shall be resolved to permit Covered Entity to comply with the Privacy Rule and the Security Rule, as applicable.

[SIGNATURES ARE ON THE FOLLOWING PAGE.]

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EXECUTED AND AGREED TO as of the date first written above.

INTERIM HEALTHCARE INC.

INTERIM HEALTHCARE OF

WYOMING, INC.

By: /s/___________________________

President

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