U. S. Securities and Exchange Commission
                         Washington, D. C.  20549

                           FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarter ended June 30, 2004
                           -------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     For the transition period from               to
                                    -------------    -------------

                 Commission File No.   000-33381
                                       ---------

                   WIZZARD SOFTWARE CORPORATION
                   ----------------------------
          (Name of Small Business Issuer in its Charter)

      COLORADO                                             87-0575577
      --------                                             ----------
(State or Other Jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                        Identification No.)

                   5001 Baum Boulevard, Suite 770
                   Pittsburgh, Pennsylvania 15213
                   ------------------------------
             (Address of Principal Executive Offices)

            Issuer's Telephone Number:  (412) 621-0902


  APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                       DURING THE PRECEDING FIVE YEARS

                                  N/A
                                  ---

                 (APPLICABLE ONLY TO CORPORATE ISSUERS)

          State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:

                            August 13, 2004

                       Common - 25,512,187 shares

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---
<PAGE>
                  PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.
          ---------------------

          The Consolidated Financial Statements of the Company required
to be filed with this 10-QSB Quarterly Report were prepared by management and
commence on the following page, together with related Notes.  In the opinion
of management, the Consolidated Financial Statements fairly present the
financial condition of the Company.

<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                          JUNE 30, 2004
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES



                             CONTENTS

                                                          PAGE


        Unaudited Condensed Consolidated Balance Sheet,
              June 30, 2004                                            2


        Unaudited Condensed Consolidated Statements of
              Operations, for the three and six months ended June 30,
              2004 and 2003                                            3


        Unaudited Condensed Consolidated Statements of Cash
              Flows, for the six months ended June 30, 2004
              and 2003                                             4 - 5


        Notes to Unaudited Condensed Consolidated Financial
              Statements                                          6 - 16

<PAGE>

          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES
          UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

                              ASSETS

                                                           June 30, 2004
                                                            ___________
CURRENT ASSETS:
  Cash                                                     $  1,158,152
  Restricted cash                                                93,441
  Accounts receivable, net                                       23,974
  Inventory                                                      70,228
  Prepaid expenses                                               28,530
                                                             __________
        Total Current Assets                                  1,374,325
                                                             __________
PROPERTY & EQUIPMENT, net                                       110,956
                                                             __________
OTHER ASSETS:
  Definite-life intangible assets, net                          228,178
  Goodwill                                                      435,594
  Deposits                                                        6,452
                                                            ___________
        Total Other Assets                                      670,224
                                                            ___________
                                                           $  2,155,505
                                                            ___________
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                         $    145,835
  Accrued expenses                                                8,026
  Notes payable   related party                                  25,076
                                                             __________
        Total Current Liabilities                               178,937
                                                            ___________
LONG  TERM OBLIGATIONS:
  8% convertible note payable   related party                   175,000
                                                            ___________
        Total Liabilities                                       353,937
                                                            ___________
NON-CONTROLLING INTEREST IN SUBSIDIARIES                              -
                                                            ___________
STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value,
   10,000,000 shares authorized, no shares issued and
   outstanding                                                        -
  Common stock, $.001 par value,
   100,000,000 shares authorized, 25,290,187 shares issued
   and outstanding, respectively                                 25,290
  Capital in excess of par value                             12,119,393
  Accumulated deficit                                       (10,343,115)
                                                            ___________
        Total Stockholders' Equity                            1,801,568
                                                            ___________
                                                           $  2,155,505
                                                            ___________
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
                                2
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                         For the Three       For the Six
                                        Months Ended           Months Ended
                                          June 30,              June 30,
                                   ____________________  ____________________
                                       2004       2003     2004        2003
                                   _________  _________  _________  _________
NET SALES                          $ 111,021  $ 124,606  $ 208,085  $ 228,752

COST OF GOOD SOLD                    114,738    124,562    193,350    190,327
                                   _________  _________  _________  _________
  Gross Profit (Loss)                 (3,717)        44     14,735     38,425
                                   _________  _________  _________  _________
EXPENSES:
  General and administrative         941,990    557,864  1,172,323    384,737
  Selling expenses                    67,353      9,125    136,834     17,386
  Investor relations consulting            -          -    825,000    330,000
  Compensation for re-pricing warrants     -          -    160,420    210,000
  Research and development            33,000          -     33,000          -
                                   _________  _________  _________  _________
        Total Expenses             1,042,343    566,989  2,327,577    942,123
                                   _________  _________  _________  _________
LOSS FROM OPERATIONS              (1,046,060)  (566,945)(2,312,842)  (903,698)
                                   _________  _________  _________  _________
OTHER EXPENSE
  Interest Expense                     4,217      5,320     14,375     16,631
  Loss on abandoned leaseholds        30,869          -     30,869          -
                                   _________  _________  _________  _________
        Total Other Expense           35,086      5,320     45,244     16,631
                                   _________  _________  _________  _________
LOSS BEFORE INCOME TAXES          (1,081,146)  (572,265)(2,358,086)  (920,329)

CURRENT TAX EXPENSE                        -          -          -          -

DEFERRED TAX EXPENSE                       -          -          -          -
                                   _________  _________  _________  _________
NET LOSS                         $(1,081,146) $(572,265)$(2,358,086)$(920,329)
                                   _________  _________  _________  _________

BASIC AND DILUTED LOSS
  PER COMMON SHARE               $      (.04) $    (.03)$     (.10) $    (.05)
                                   _________  _________  _________  _________



The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
                                3
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                          For the Six
                                                          Months Ended
                                                            June 30,
                                                     ______________________
                                                         2004        2003
                                                     __________ ___________
Cash Flows from Operating Activities:
  Net loss                                          $(2,358,086)$  (920,329)
  Adjustments to reconcile net loss to net cash
  used by operating activities:
    Depreciation and amortization expense                74,496      73,113
    Non-cash expense                                  1,649,509     642,625
    Loss on abandoned leasehold improvements             30,869           -
    Changes in assets and liabilities:
      Restricted cash                                   (58,671)          -
      Accounts receivable                                 5,390       5,138
      Inventory                                           5,001       4,779
      Prepaid expense                                    (8,362)     (7,806)
      Other assets                                            -      (2,226)
      Accounts payable and accrued expense              (23,040)     (7,195)
                                                     __________  __________
        Net Cash (Used) by Operating Activities        (682,924)   (211,901)
                                                     __________  __________
Cash Flows from Investing Activities:
  Purchase of property & equipment                      (21,144)     (6,703)
                                                     __________  __________
        Net Cash (Used) by Investing Activities         (21,144)     (6,703)
                                                     __________  __________
Cash Flows from Financing Activities:
  Proceeds from issuance of common stock              1,935,959     360,333
  Payment of stock offering cost                       (127,283)
  Proceeds from long-term obligation                          -      32,057
  Payments on note payable - related party                    -     (50,000)
                                                      _________  __________
        Net Cash Provided by Financing Activities     1,808,676     342,390
                                                      _________  __________
Net Increase in Cash                                  1,104,608     123,786

Cash at Beginning of Period                              53,544      50,956
                                                     __________  __________
Cash at End of Period                                $1,158,152  $  174,742
                                                     __________  __________

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the periods for:
    Interest                                         $        -  $    2,387
    Income taxes                                     $        -  $        -


                           (Continued)
                                4
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                           (Continued)

Supplemental Schedule of Noncash Investing and Financing Activities:

  For the six months ended June 30, 2004:

     The Company recorded $160,420 in compensation for the re-pricing of
     408,076 warrants from $1.50 to $1.00 per share and extending the
     expiration date from January 1, 2004 to February 29, 2004.

     The Company issued 250,000 shares of common stock for consulting
     services valued at $825,000.

     On April 23, 2004, the Company acquired MediVoxRx Technologies, Inc.
     through a triangular purchase wherein the Company's newly formed wholly
     owned subsidiary acquired the operations MediVoxRx Technologies through
     the Company issuing 150,035 common shares to acquire all of the issued
     and outstanding shares of MediVoxRx Technolgies, Inc.  As a result of
     the purchase, the Company recorded goodwill of $435,594 as the purchase
     price exceed of $537,125 exceed the $101,531 net book value of the
     assets.

     The Company issued 19,286 common shares in payment of $67,500 in
     penalties related to the delay in the registering shares underlying the
     8% convertible note payable.

     The Company issued 139,286 common shares upon conversion of $60,000 of
     the 8% convertible note payable and payment of related accrued interest
     payable of $47,837.

     The Company issued 18,117 common shares in payment of $63,408 in accrued
     interest.

     The Company issued 184,167 common shares for consulting services valued
     at $585,651.

     The Company issued 27,999 common shares in payment of a $10,016 note
     payable and $614 in related accrued interest and $78,438 in consulting
     services.

  For the six months ended June 30, 2003:

     During March 2003, the Company recorded $210,000 in compensation for the
     re-pricing of warrants from $2.00 to $.50 per share.

     The Company issued 6,098 shares of common stock to purchase certain
     intangible assets valued at $6,092.

     The Company issued 901,778 shares of common stock in payment of $374,183
     in related party notes payable and $13,902 in related accrued interest.

     The Company issued 540,000 shares of common stock for consulting
     services valued at $357,650,

     The Company issued 73,000 shares of common stock upon the exercise of
     options for consulting services valued at $47,450.

     The Company issued 32,652 shares of common stock upon the exercise of
     options for legal services valued at $21,525.

     A shareholder of the Company paid for $6,000 in advertising services on
     behalf of the Company.

The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
                                5
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES
  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization   Wizzard Software Corporation ["Parent"] a Colorado
  corporation, was organized on July 1, 1998. Wizzard Software Corp.
  ["Subsidiary"], was incorporated on February 29, 1996, under the laws of
  the State of Delaware.  On February 7, 2001, the Parent completed the Plan
  of Reorganization and Stock Exchange agreement, wherein, Parent acquired
  96% of the common stock of Subsidiary.   The merger was accounted for as a
  recapitalization of Subsidiary, wherein Subsidiary became a 96% owned
  subsidiary of the Parent.  On May 22, 2001, the Parent purchased all of the
  issued and outstanding shares of Speech Systems, Inc. in a transaction
  accounted for as a purchase.  On April 9, 2004, the Parent organized
  Wizzard Merger Corp. a New York corporation to acquire and
  dissolve into the operations of MediVoxRx Technologies, Inc. a New York
  Corporation in a transaction accounted for as a purchase. Wizzard Software
  Corporation and Subsidiaries ["Company"] engages primarily in the
  development, sale, and service of custom and packaged computer software
  products, the Company further develops and markets a talking prescription
  pill bottle. The Company has, at the present time, not paid any dividends
  and any dividends that may be paid in the future will depend upon the
  financial requirements of the Company and other relevant factors.

  Consolidation   The financial statements presented reflect the accounts of
  Wizzard Software Corporation, Wizzard Software Corp., Speech Systems, Inc.,
  and MediVoxRx Technologies, Inc. as of June  30, 2004.  At June 30, 2004
  the Company held a 96% ownership interest in Wizzard Software Corp.  The
  Company recorded no liability for the 4% non-controlling interest as
  Wizzard Software Corp. had a stockholders deficit at the time of merger.
  Further the net loss for Wizzard Software Corp. for the periods ended June
  30, 2004 and 2003 applicable to the 4% non-controlling interest were not
  allocated to the non controlling interest as there is no obligation of the
  non-controlling interest to share in such losses.  All significant inter-
  company transactions have been eliminated in consolidation.

  Unaudited Condensed Financial Statements   The accompanying financial
  statements have been prepared by the Company in accordance with the
  instructions for form 10-QSB of the Securities and exchange commision
  without audit.  Certain information and footnote disclosures normally
  included in financial statements prepared in accordance with generally
  accepted accounting principles in the United States of America have been
  condensed or omitted pursuant to such rules and regulations, although the
  Company believes that the disclosures are adequate to make the information
  presented not misleading.  The accompanying interim consolidated financial
  information reflects all significant adjustments (consisting of normal
  recurring adjustments) , which, in the opinion of management, are necessary
  for a fair presentation of the financial position at June 20, 2004 and the
  results of operations and cash flows for the three and six month periods
  ended June 30, 2004 and 2003.  These condensed consolidated financial
  statements should be read in conjunction with the financial statements and
  notes thereto included in the Company's December 31, 2003 audited financial
  statements.  The results of operations for the periods ended June 30, 2004
  and 2003 are not necessarily indicative of the operating results for the
  full year.

  Cash and Cash Equivalents   For purposes of the financial statements, the
  Company considers all highly liquid debt investments purchased with a
  maturity of three months or less to be cash equivalents. The Company
  maintains its cash balance at one financial institution located in
  Pittsburgh, Pennsylvania. At June 30, 2004, the Company had cash balances
  of $1,058,152 in excess of federally insured limits.
                                6
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

  Accounts Receivable - Accounts receivable consist of trade receivables
  arising in the normal course of business. At June 30, 2004, the Company has
  established an allowance for doubtful accounts at $0 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. Amounts written off for the periods presented are insignificant
  for disclosure.

  Inventory   Inventory consists of $24,264 in raw materials, $4,447 in
  finished goods and $41,576 in deposit towards the purchase of inventory at
  June 30, 2004 and is carried at the lower of cost or market as determined
  on the first-in first-out method.

  Depreciation   Depreciation of property and equipment is provided on the
  straight-line method over the estimated useful lives of the assets of five
  years to thirty-nine years.

  Goodwill and Definite-life intangible assets   Goodwill represents the
  excess of costs over the fair value of the identifiable net assets of
  businesses acquired.  Definite-life intangible assets consist of website
  development cost, rights, interest, title patents, trademarks, domain name
  registration, purchased rights to a Merchant Operating Understanding (for
  the distribution of the Company's products) and trade secrets of the speech
  recognition software ActiveX Voice Tools, purchased in the acquisition of
  Speech Systems, Inc., and a patents pending and trademarks acquired in the
  purchase of MediVoxRx Technologies, Inc.   The Company accounts for
  Goodwill and definite-life intangible assets in accordance with provisions
  of SFAS No. 142, "Goodwill and Other Intangible Assets". Goodwill and
  intangible assets acquired in a purchase business combination and
  determined to have an indefinite useful life are not amortized, but instead
  are tested for impairment at least annually in accordance with the
  provisions of SFAS No. 142.  Impairment losses arising from this impairment
  test, if any, are included in operating expenses in the period of
  impairment.  SFAS No. 142 requires that definite intangible assets with
  estimable useful lives be amortized over their respective estimated useful
  lives, and reviewed for impairment in accordance with SFAS No. 144,
  Accounting for Impairment or Disposal of Long-Lived Assets. Definite-life
  intangible assets are amortized over two to five years on a straight-line
  basis.

  Software Development Costs - Statement of Financial Accounting Standards
  ("SFAS") No. 86 "Accounting for the Costs of Computer Software to be Sold,
  Leased or Otherwise Marketed" requires software development costs to be
  capitalized upon the establishment of technological feasibility. The
  establishment of technological feasibility and the ongoing assessment of
  the recoverability of these costs requires considerable judgment by
  management with respect to certain external factors such as anticipated
  future revenue, estimated economic life, and changes in software and
  hardware technologies. Capitalizable software development costs have not
  been significant and accordingly no amounts are shown as capitalized at
  June 30, 2004.

  Loss Per Share   The Company computes loss per share in accordance with
  Statement of Financial Accounting Standards No. 128 "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 8).

  Income Taxes   The Company accounts for income taxes in accordance with
  Statement of Financial Accounting Standards No. 109, "Accounting for Income
  Taxes."  This statement requires an asset and liability approach for
  accounting for income taxes (See Note 7).
                                7
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

  Revenue Recognition   The Company's revenue recognition policies are in
  compliance with the American Institute of Certified Public Accountants
  Statement of Position ("SOP") 97-2 (as amended by SOP 98-4 and SOP 98-9)
  and related interpretations, "Software Revenue Recognition" and the
  Securities and Exchange Commission Staff Accounting Bulletin No. 101,
  "Revenue Recognition in Financial Statements" (SAB 101). The Company sells
  packaged and custom software products and related voice recognition product
  development consulting.  Software product revenues are recognized upon
  shipment of the software product only if no significant Company obligations
  remain, the fee is fixed or determinable, and collection is received or the
  resulting receivable is deemed probable. Revenue from package software
  products is recorded when the payment has been received and the software
  has been shipped.   Revenue is recognized, net of discount and allowances,
  at the time of product shipment.  For packaged software products the
  Company offers a 30 day right of return.  Provisions are recorded for
  returns, concessions, and bad debts and at June 30, 2004, were not
  significant. Revenue related to obligations, which include telephone
  support for certain packaged products, are based on the relative fair value
  of each of the deliverables determined based on vendor-specific objective
  evidence ("VSOE") when significant and deferred over the period in which
  services are available. The Company VSOE is determined by the price charged
  when each element is sold separately. Revenue from packaged software
  product sales to and through distributors and resellers is recorded when
  payment is received and the related products are shipped.  The Company's
  distributors or resellers do not carry packaged software product inventory
  and thus the Company does not offer any price protections or stock
  balancing rights.  Revenue from non-recurring programming, engineering
  fees, consulting service, support arrangements and training programs is
  recognized when the services are provided. Such items are included in net
  revenues and amounted to $32,000 and $68,669 at June 30, 2004 and 2003,
  respectively.

  Accounting Estimates   The preparation of financial statements in
  conformity with generally accepted accounting principles in the United
  States of America 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.  Such estimates included the allowance for doubtful
  accounts, useful lives of property plant and equipment and definite life
  intangible assets and the need for goodwill impairment. Actual results
  could differ from those estimated by management.

  Fair value of financial instruments - The fair value of the Company's
  accounts receivable, inventory, payable and accrued liabilities, and note
  payable approximate their carrying values based on their effective interest
  rates compared to current market prices.

  Recently Accounting Pronouncements - Statement of Financial Accounting
  Standards ("SFAS")  No. 149, "Amendment of Statement 133 on Derivative
  Instruments and Hedging Activities", and SFAS No. 150, "Accounting for
  Certain Financial Instruments with Characteristics of both Liabilities and
  Equity".  were recently issued.  SFAS No. 149 and 150 have no current
  applicability to the Company or their effect on the financial statements
  would not have been significant.

  Reclassification   The financials statements for the periods ended prior to
  June 30, 2004 have been reclassified to conform to the headings and
  classifications used in the June 30, 2004 financial statements.
                                8
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2   ACQUISITION

  On April 23, 2004, the Company acquired MediVoxRx Technologies, Inc.
  (engaged in the development and marketing of a talking prescription pill
  bottle) through a triangular purchase wherein the Company's newly formed
  wholly owned subsidiary Wizzard Merger Corp. to acquire the
  operations of MediVoxRx Technologies through the Parent issuing 150,035
common shares and certain contingent consideration (See Below) to acquire
100% of the issued and outstanding shares of MediVoxRx Technologies, Inc.
The consolidated financial statements include the operations of Wizzard
Merger Corp. from April 23, 2004 through June 30, 2004.

  The Company acquired the MediVoxRx operations with the intention of
  integrating the Company's text to speech software tools enabling the
  talking prescription pill bottles to have the prescription message load via
  electronic means.

  The following table summarizes the estimated fair values of the assets
  acquired and the liabilities assumed at April 23, 2004 (purchase date):

       Inventory and deposit to purchase inventory                 $ 51,937
       Production molds                                              47,710
       Definite-life intangible assets                                6,558
       Accounts payable                                              (4,674)
                                                               ____________
       Net estimated fair value of assets acquired                  101,531
       Goodwill (None of which is deductible for tax purposes)      435,594
                                                               ____________
                                Original purchase price        $    537,125
                                                               ____________

  Contingent Consideration - The Parent will issue 100,000 restricted common
  shares to the former stockholders upon the successful development, testing
  and installation of the planned automated system whereby the audio to be
  loaded on the talking pill bottle is generated and automatically loaded
  using TTS plus technology, Wizzard Merger Corp. must have repeat sales from
 at lease eight Veterans Administration (VA) sites and total VA sales in
excess of 5,000 units with a specific gross margin within a six month period
of the closing date of the acquisition.

  The Parent will issue 100,000 restricted common shares to the former
  stockholders if Wizzard Merger Corp. achieves repeat sales of at least 250
units per month from at lease fifteen VA sites for three consecutive months
with a specified gross margin.

  The Parent will issue 50,000 restricted common shares to the former
  stockholders if Wizzard Merger Corp. receives Federal Supply Schedule
approval.
                                9
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2   ACQUISITION (Continued)

  The Parent will issue 50,000 restricted common shares to the former
  stockholders if the Wizzard Merger Corp. pill bottle simultaneously loads
the prescription while the label is being printed and is upon proval and
acceptance by any Veterans Administration Hospital.

  The Parent will issue 625,000 restricted common shares to the former
  stockholders if the Wizzard Merger Corp. meets certain revenue
  and profit projections for the first year of operations forward from the
  April 23, 2004, acquisition date.

  The Parent will issue 625,000 restricted common shares to the SUBSIDIARY
  stockholders if the Wizzard Merger Corp. meets revenue and profit
projections for the second year of operations forward from the April
  23, 2004 acquisition date.

NOTE 3   GOODWILL / DEFINITE-LIFE INTANGIBLES ASSETS

  Definite-life intangible assets   Definite-life intangible assets consists
  of the following at June 30, 2004:

                                                Life           June 30, 2004
                                                _____         ____________
       Active X Voice Tools Software          5 years         $    500,000
       Trademarks, patents, website      2 to 5 years               23,503
       Memorandum of Understanding            5 years               66,227
                                                              ____________
                                                                   589,730
       Accumulated amortization                                   (361,552)
                                                              ____________
                          Definite-life intangibles, net      $    228,178
                                                              ____________

   Amortization expense of $58,702 and $57,793 was recorded for the periods
   ended June 30, 2004 and 2003 and has been included in cost of goods sold.

   The remaining estimated aggregate amortization expense at June 30, 2004 for
   next five years is as follows:

        2004                                                   $    59,164
        2005                                                       117,681
        2006                                                        48,592
        2007                                                         2,449
        2008                                                           292
        Thereafter                                                       -
                                                                __________
                                                                $  228,178
                                                                __________

  Goodwill - On April 23, 2004, the Company recorded goodwill of $435,594 in
  connection with the acquisition of MediVoxRx Technologies, Inc. as the
  purchase price exceed of $537,125 exceed the $101,531 net book value of the
  assets.
                                10
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4   PROPERTY & EQUIPMENT

  The following is a summary of property and equipment:
                                                             June 30, 2004
                                                              ____________

       Furniture, fixtures and equipment                      $    246,172
       Production molds                                             47,710
       Software                                                     43,079
                                                              ____________
                                                                   336,961
       Accumulated Deprecation                                    (226,005)
                                                              ____________
       Property & Equipment, net                              $    110,956
                                                              ____________

  Depreciation expense for the six months ended June 30, 2004 and 2003
  totaled $15,794 and $14,197, respectively.

  The Company terminated its lease agreement and recorded a loss of $30,869
  in abandoned leasehold improvements.

NOTE 5   NOTES PAYABLE   RELATED PARTY

  Convertible Note Payable - On September 14, 2001, the Company issued a
  Series 2001-A 8% convertible note payable of the Company in the amount of
  $250,000, with a maturity date of August 1, 2011.  The Note is convertible
  into the Company's common stock at the lesser of $.50 per share or 75% of
  the closing bid price. During the year ended December 31, 2001, $15,000 of
  the note with related accrued interest of $208 was converted into 30,416
  shares of common stock. During the six month ended June 30, 2004 $60,000 of
  the note with related accrued interest of $47,837 was converted into
  137,689 common shares. As the conversion price was below the fair value of
  the common stock on the date issued the Company has recorded the beneficial
  conversion feature of the note in accordance with the provisions found in
  EITF 98-5 by recording a $250,000 discount on the note.  The discount was
  recorded as interest expense on September 14, 2001 as the note was
  immediately convertible. The note called for the Company to register the
  underlying shares into which the note can be converted by March 15, 2002,
  which did not occur.  On May 3, 2004 the Company issued 19,286 restricted
  common shares for the payment of the $67,500 penalty for the delay in the
  registration equal to $7,500 for the first month then $10,000 for every
  month thereafter through October 2002.  As of June 30, 2004, the balance of
  the note is $175,000 with related accrued interest payable of $3,862.
                                11
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5   NOTES PAYABLE (Continued)

  Notes Payable Related Party   A shareholder loaned the Company
  $46,076.  The demand note is unsecured and accrues interest at 5% per
  annum.  As of June 30, 2004, a balance of $25,076 remained outstanding
  on the note with related accrued interest of $3,893.

  The Company had a demand note payable to a shareholder which was paid in
  full in May 2004.  The note accrued interest at a rate of prime plus 1% or
  approximately 5.75%.  The Company issued 27,999 of its restricted common
  shares in payment of the note balance of $10,016 and accrued interest of
  $614 and $78,408 in consulting fees.

NOTE 6   CAPITAL STOCK

  Preferred Stock - The Company has authorized 10,000,000 shares of preferred
  stock, $.001 par value. As of June 30, 2004, no shares were issued and
  outstanding.

  Common Stock - The Company has authorized 100,000,000 shares of common
  stock, $.001 par value. As of June 30, 2004, the Company had 25,290,187
  common shares issued and outstanding.

  During January to March, 2004, the Company issued 588,076 common shares
  upon the exercise of warrants outstanding to purchase common stock of the
  Company at $.25 to $1.25 per share. The Company further issued 90,210
  common shares upon exercise of 90,210 options issued for $162,846 in
  employee compensation during 2004.

  During the six month ended  June 30, 2004, the Company entered into a
  agreement and issued 1,648,352 common shares and 824,174 warrants to
  purchase common shares at $1.55 per share, expiring January 23, 2007. The
  Company has registered the common shares issued and all of the shares of
  common stock underlying the Warrants (the "Warrant Shares").  If the
  Company delinquent in meeting  these deadlines for the registrations
  statement they have agreed to pay a 1% penalty for each 30 day period or
  part thereof.

  On March 25, 2004, the Company issued 250,000 common shares for $825,000 in
  investor relation consulting services.

  On April 23, 2004, the Company acquired MediVoxRx Technologies, Inc.
  through a triangular purchase wherein the Company's newly formed wholly
  owned subsidiary acquired the operations MediVoxRx Technologies through the
  Company issuing 150,035 common shares to acquire all of the issued and
  outstanding shares of MediVoxRx Technologies, Inc.  Additionally, the
  Company has agreed to issue as many as additional 1,550,000 common shares
  to the former shareholders of MediVoxRx Technologies, Inc. if certain
  development, acceptance and profitability milestones are met (See Note 2).

  On May 3, 2004, the Company issued 19,286 common shares in payment of
  $67,500 in penalties related to the delay in the registering shares
  underlying the 8% convertible note payable (See Note 5).

  During the six months ended June 30, 2004, the Company issued 139,286
  common shares upon conversion of $60,000 of the 8% convertible note payable
  and payment of related accrued interest payable of $47,837 (See Note 5).
                                12
<PAGE>
            WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6   CAPITAL STOCK (Continued)

  On May 3, 2004, the Company issued 18,117 common shares in payment of
  $63,408 in accrued interest.

  On May 3, 2004, the Company issued 184,167 common shares for consulting
  services valued at $585,651.

  On May 3, 2004, the Company issued 27,999 common shares in payment of a
  $10,016 note payable and $614 in related accrued interest and $78,408 in
  consulting services.

  During the six months ended June 30, 2003 the Company issued 901,778 shares
  of common stock in payment of $374,183 related party notes payable and
  $13,902 in related accrued interest.  The Company also issued 6,098 shares
  of common stock to purchase certain intangible assets valued at $6,092.
  The Company received $300,000 and issued 600,000 shares of common stock
  upon exercise of warrants at $.50 per share.  The Company issued 613,000
  shares of common stock for consulting services valued at $405,100 or $.65
  to $.70 per share. The Company also issued 116,674 common shares upon
  exercise of options for $21,513 in legal services and $60,286 in salaries.

  In connection with the private placement of 671,500 shares of common stock
  issued during 2001, the Company recorded a 1% penalty per month, beginning
  November  2001 through September 2002, for the delay in the effectiveness
  of registering said shares.   At June 30, 2004, the penalty of $73,865 in
  was remained in accounts payable.

  2002 Stock Option Plan - During 2002, the Board of Directors adopted a
  Stock Option Plan (the Plan). Under the terms and conditions of the Plan,
  the board is empowered to grant stock options to employees, officers,
  directors and consultants of the Company.  Additionally, the Board will
  determine at the time of granting the vesting provisions and whether the
  options will qualify as Incentive Stock Options under Section 422 of the
  Internal Revenue Code (Section 422 provides certain tax advantages to the
  employee recipients).   The total number of shares of common stock
  available under the Plan may not exceed 1,000,000.  At June 30, 2004, total
  options available to be granted under the Plan amounted to 14,259.   During
  the six months ended June 30, 2004 the Company issued 90,210 options to
  purchase common stock at $1.38 to $2.09 per share that were immediately
  exercised for $162,846 in salaries. During the six months ended June 30,
  2003 the Company issued 116,674 options to purchase common stock at $.56 to
  $.86 per share that were immediately exercised for $21,513 in legal
  services and $60,286 in employee compensation.

  Warrants   As of March 31, 2004, the Company had 844,174 warrants
  outstanding to purchase shares of common stock at $.25 to $1.55 per share
  expiring at various times through January 23, 2007.

  On January, 23, 2004, and May 17, 2004, the Company issued a total of
  824,174 warrants to purchase common stock at $1.55 per share expiring on
  January 23, 2007 in connection with a private placement.
                                13
<PAGE>
           WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6   CAPITAL STOCK (Continued)

  On January 1, 2004, the Company recorded a $160,420 expense for the re-
  pricing of 408,076 warrants to purchase common stock from $1.50 per share
  to $1.00 per share and extending the expiration date of the warrants from
  January 1, 2004 to February 29, 2004.

  On March 28, 2003, the Company recorded a $210,000 expense for the re-
  pricing of 600,000 warrants to purchase common stock from $2.00 per share
  to $.50 per share.

NOTE 7   INCOME TAXES

  The Company accounts for income taxes in accordance with Statement of
  Financial Accounting Standards No. 109 "Accounting for Income Taxes".  SFAS
  No. 109 requires the Company to provide a net deferred tax asset/liability
  equal to the expected future tax benefit/expense of temporary reporting
  differences between book and tax accounting methods and any available
  operating loss or tax credit carryforwards.  The Company has available at
  June 30, 2004 operating loss carryforwards of approximately $10,300,000
  which may be applied against future taxable income and which expires in
  various years through 2023.
  The amount of and ultimate realization of the benefits from the operating
  loss carryforward for income tax purposes is dependent, in part, upon the
  tax laws in effect, the future earnings of the Company, and other future
  events, the effects of which cannot be determined.  Because of the
  uncertainty surrounding the realization of the loss carryforward and
  significant changes in the ownership of the Company, a valuation allowance
  has been established equal to the tax effect of the loss carryforward and,
  therefore, no deferred tax asset has been recognized for the loss
  carryforward.  The net deferred tax asset is approximately $3,502,000 as of
  June 30, 2004, with an offsetting valuation allowance of the same amount.
  The change in the valuation allowance for the six months ended June 30,
  2004 is approximately $609,000.
                                14
<PAGE>
           WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8   LOSS PER COMMON SHARE

  The following data show 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 Three          For the Six
                                       Months Ended         Months Ended
                                        June 30,             June 30,
                               ______________________  ______________________
                                    2004     2003      2004      2003
                               ___________ __________  ___________ __________
         Loss from continuing
         operations available
         to common shareholders
         (numerator)           $(1,081,146)$ (572,265)$ (2,358,086)$ (920,329)
                               ___________ __________  ___________ __________
         Weighted average
         number of common
         shares outstanding
         during the period
         used in loss per share
         (denominator)          24,604,503 20,677,064   23,881,646 19,806,715
                               ___________ __________  ___________ __________

  At June 30, 2004 and 2003, the Company had 844,174 and 1,188,076 warrants
  outstanding to purchase common stock of the Company at $.25 to $2.00 per
  share (See Note 7), a convertible note payable wherein the holder could
  convert the note into a minimum of 350,000 and 470,000 shares of common
  stock (See Note 4), and the Company has agreed to issue as many as
  additional 1,550,000 common shares to the former shareholders of MediVoxRx
  Technologies, Inc. if certain development, acceptance and profitability
  milestones are met (See Note 2); these common stock equivalents were not
  included in the loss per share computation because their effect would be
  anti-dilutive.

  Subsequent to the June 30, 2004, the Company had issued 147,000 restricted
  common shares valued at $ 357,201 for consulting services.

  The Company issued 75,000 common shares upon the conversion of $37,500 of
  the 8% convertible note payable.

NOTE 9   GOING CONCERN

  The accompanying consolidated financial statements have been prepared in
  conformity with generally accepted accounting principles of the United
  States of America, which contemplate continuation of the Company as a going
  concern.  However, the Company has incurred significant losses from
  inception, has current liabilities in excess of current assets and has not
  yet been successful in establishing profitable operations.  These factors
  raise substantial doubt about the ability of the Company to continue as a
  going concern.  In this regard, management plans to mitigate this doubt by
  raising additional funds through debt and/or equity offerings and by
  substantially increasing sales.  There is no assurance that the Company
  will be successful in achieving profitable operations.  The consolidated
  financial statements do not include any adjustments that might result from
  the outcome of these uncertainties.
                                15
<PAGE>
           WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10   SUBSEQUENT EVENTS

  Subsequent to the June 30, 2004, the Company had issued 147,000 restricted
  common shares valued at $ 357,201for in consulting services.

  The Company issued 75,000 common shares upon the conversion of $37,500 of
  the 8% convertible note payable.

  On August 16, 2004, the Board of Directors adopted the 2004 Stock Option
  Plan (the Plan). Under the terms and conditions of the Plan, the board is
  empowered to grant stock options to employees, officers, directors and
  consultants of the Company.  Additionally, the Board will determine at the
  time of granting the vesting provisions and whether the options will
  qualify as Incentive Stock Options under Section 422 of the Internal
  Revenue Code (Section 422 provides certain tax advantages to the employee
  recipients).   The total number of shares of common stock available to be
  issued under the Plan may not exceed 200,000.

  On July 15, 2004, the Company entered into a three year office lease
  agreement. The lease calls for minimum monthly payments of $3,582.  The
  Company recorded a loss on abandoned assets for the leasehold improvement
  on the Company's current office.
                                16
<PAGE>

Item 2.   Management's Discussion and Analysis or Plan of Operation.
          ----------------------------------------------------------

OVERVIEW

     Founded in 1995, the business of Wizzard Software Corporation includes
computer software products that focus on speech recognition and text-to-speech
technology (speech technology) to make computers, telephones and other devices
listen to spoken commands and respond to users through human sounding
synthetic speech.  Wizzard provides software programming tools and services
which allow companies to incorporate speech technology into their products and
services.  Wizzard offers, exclusively in some cases, speech technology
software programming tools and speech engines from AT&T and IBM for which
Wizzard receives a royalty for each licensed copy of these engines distributed
with our customer's products and services.  Additionally, Wizzard recently
finalized its acquisition of MedivoxRx Technologies, Inc. and has recently
begun marketing efforts for the two first products to come from the
acquisition.

     Our products include:

     Speech Tools - Wizzard's proprietary VoiceTools are programming tools for
software developers to incorporate into their products and services the speech
technology of their choice in a fast, efficient and inexpensive fashion. Voice
Tools have been distributed over 100,000 times since their creation in 2000.
IBM promotes our Voice Tools exclusively on their website through a linking
agreement with Wizzard.

     Speech Engines - Wizzard offers Text-To-Speech Engines from IBM and AT&T
to software developers and businesses around the world and also offers speech
recognition engines from IBM.  Wizzard receives royalties for each
copy/license distributed by its customers and in turn, pays a percentage of
that royalty to IBM or AT&T.

     Speech Services - Wizzard provides support, customized programming and
other speech related services to businesses and software programmers
worldwide.  These services compliment Wizzard's Voice Tools and other
programming oriented product lines and assist in getting the speech engines
Wizzard distributes for IBM and AT&T incorporated into customers' products
resulting in royalty payments for each copy/license distributed by the
customer.

     Speech Products - In April of 2004, Wizzard acquired the Pittsford, NY
company, MedivoxRx Technologies, Inc. Founded in 2000, MedivoxRx is the
originator of "Rex", the talking prescription pill bottle, which "talks" to
the patient, allowing him or her to distinguish what type of medication is in
the bottle and hear information on dosage and refill instructions. Initially,
Rex was recorded by a pharmacist manually using a built in microphone but with
Wizzard's text-to-speech technology and programming expertise, Rex is now
automatically loaded with verbal instructions directly from the label data
saving pharmacists valuable time and significantly lowering the chance for
error.

     Our principal executive offices consist of approximately 3,100 square
feet of office space located at 5001 Baum Boulevard, Pittsburgh, Pennsylvania.
Our telephone number is (412) 621-0902.  We also maintain a programming
facility consisting of approximately 1,000 square feet in Upper St. Clair,
Pennsylvania and a sales office in Deerfield Beach, Florida.  We have sales
representatives located in Chicago and Cleveland and a total of 20 full and
contract employees.

BUSINESS

     From years of experience, Wizzard management has found that the adoption
of speech technology by our customers is usually the result of one of the
following three reasons:

     1) Saves Labor - Lowers costs for businesses by increasing worker
productivity.

     2) Provides a Better Quality of Life - For individuals with visual and
other disabilities, speech products can allow them to live more independent
lives.

     a) Compliance with Rules and Regulations - As a result of speech having
the benefit of providing access to otherwise inaccessible technology,
customers are using speech to better comply with new and newly enforced
governmental regulations and other rules which require businesses to provide
complete access to their technology, products and workplace environment.

     3) Product Differentiator - Businesses can use speech to stand out from
the competition and differentiate their product or service.

     Wizzard Software's Technology and Solutions Group offers customers speech
programming tools, related speech products and services and distributable
speech engines in over 13 languages worldwide.  Wizzard receives the majority
of its sales leads through arrangements with IBM and AT&T as well as through
internal internet marketing efforts through Overture and major internet search
engines.  When customers first come to Wizzard, in most cases, they have very
limited experience with speech technology so Wizzard initially spends time
educating the potential customer and helping to identify their requirements.
This gives Wizzard the opportunity to show our expertise in the industry and
describe our wide variety of speech products and services.  If the customer
decides to move forward with the adoption of a speech technology, they have
three choices as to how to go about adding speech to their internal software
applications for their workforce or to their commercial products and services.

     These three choices are:

     1.   Purchase/license the necessary programming tools and speech engines
and go about making the addition of speech on their own, with little help from
Wizzard.  Our programming tools allow software developers to quickly and
efficiently add speech and are required by customers to complete their
project.  The initial sale for this customer choice tends to be between $350
and $5,000.  Upon completion of its development efforts, the customer must
then license specific speech engines from Wizzard for distribution in each and
every copy they produce whether for internal use or for commercial
distribution. The prices of these engines range from $1.00 to $25.00 per copy
and must be paid in advance of deployment.

     2.   The second option our customers have is when a business requires
additional technical or developer support while it goes through the process of
adding speech to its internal software applications, commercial products or
services.   This type of support can vary from several hours on the phone with
our expert speech engineers to more relevant work where our engineers review
or even create sample programming code for the customer.  Wizzard offers these
customers several support packages which range in price from $500 to $20,000.
Additionally, Wizzard offers several previously created add-on software
modules that save the customers significant time and money by allowing them to
"drop-in" a section of code rather than create it themselves from scratch.
These add-on modules include vocabularies for specific vertical markets
(medical, legal, etc) and networking capabilities that allow for speech to be
used across a network environment.  Prices for these add-on modules range from
$200 to $15,000.

     3.   The third choice a customer has after deciding to move forward with
the adoption of speech is to let Wizzard create, plan and implement the entire
project for the customer using Wizzard's highly experienced software
consultants and engineers.  These projects historically have three phases:
Conceptual, First Working Version, and Delivery.  After each phase the
customer provides Wizzard with feedback and the necessary changes or additions
are made and the project is moved to the next phase.  Due to the customized
nature of this third customer option, prices for these projects can
significantly vary from $10,000 to $250,000, or more.  Wizzard gets paid based
on a time and materials basis in most instances and tends to charge an upfront
"down payment" of approximately 25% with follow up payments based upon meeting
certain milestones set by the customer and Wizzard at the beginning of the
project.

     Wizzard's management believes two significant changes are occurring in
the market for speech technologies and related products.

     First, after several long, hard years of extremely limited spending on
technology by businesses, it seems that companies in the U.S. are beginning
again to spend money on technology.  Usually, businesses tend to purchase new
computers and software for operating system upgrades when there is an initial
increase in technology spending.  However, in management's opinion, spending
on productivity, improved quality of life and product differentiating
technologies, like speech, is usually not far behind.

     Second, management feels that the speech industry is moving in two
parallel directions simultaneously.  The first is that the industry is moving
from a technology based industry to a vertical market product based industry.
To expand further, it has been very common in the speech industry for speech
companies to have strong technology but not have customers demanding the
technology or not have found specific vertical niche markets where the
technology can be applied successfully.  Now, it seems that speech companies
are finally finding markets where speech can be applied effectively and more
importantly, where customers are willing to pay for speech to be applied
effectively.  The second parallel direction is the consolidation happening
within the speech industry at this time.  There have been several significant
mergers and acquisitions as speech companies move from being speech technology
companies to vertically targeted product companies. This can benefit Wizzard's
Technology and Solutions Group by increasing sales of its speech programming
tools and speech engines.

     Wizzard's management feels it has effectively positioned the Company to
be the "go between" for customers seeking to incorporate speech technology
from IBM, Microsoft and AT&T (three of approximately four significant speech
manufacturers).  These technology manufacturers offer the core speech engines
that drive speech based products and services.  However, in order for a
customer to include speech technology in its product or service it requires
specific programming tools offered, in most cases, exclusively through
Wizzard. In some cases these programming tools are proprietary to Wizzard and
in some cases the programming tools are proprietary to the manufacturer of the
speech engine, but sold exclusively through Wizzard.  In addition to the
programming tools, Wizzard provides technical and development support for
customers wanting to include speech technology from IBM and AT&T for the
Windows desktop platform.  Through this effective positioning Wizzard comes
into contact with over 10,000 potential customers per year.

      As a result of coming into contact with so many potential customers of
speech technology and related services, we believe we are in a unique position
to capitalize on the future growth in the speech industry.  Here's how:

     1.   Wizzard offers a "one stop shop" type situation for customers where
they can purchase/license everything they require to incorporate speech
technology from programming tools, speech engines, add-on modules, and
vertical vocabularies to offering a complete line of custom programming,
technical/developer support and consulting services.  Wizzard's philosophy is
to provide all the products and services our customers require so that they
don't have to go elsewhere to complete any portion of their speech project.
Management feels that this business model has already proven to be effective,
based on customer feedback, in the sense that Wizzard has won and could win
future speech technology related business from several large customers due to
the fact that they can find everything they require through one company.

     2.   Because Wizzard does come into contact with over 10,000 potential
speech customers each year, management feels the Company is in a unique
position to identify what the growing trends in the speech industry are, and
determine what the customers require to meet their needs.  Management is
unaware of any other company that is able to obtain so much potentially
valuable marketing information as Wizzard due to its relationships with IBM,
Microsoft and AT&T and the fact that they send some, or in the case of IBM and
AT&T, all of their potential speech programming customers to Wizzard.  Based
on this gathered information, Wizzard is positioned to capitalize on customer
needs.  Wizzard is able to identify growing trends as it has done so in the
form of markets for:

     Productivity - call center automation, medical transcription automation,
     audio broadcasting automation, etc.

     Accessibility - talking computer screen readers, talking prescription
     pill bottles, talking automated teller machines (ATMs), etc.

     Compliance - talking ATMs - rule 508, talking prescription pill bottles
     - Medicare rules, etc.

     Product Differentiator - flight simulators, computer games, etc.

     3.   Once a trend has been identified Wizzard can, and is in the process
of doing so, capitalize on the trend in several ways.

          a) Satisfy Customer Demand - Wizzard can expand its base technology
product line to meet growing customer demand based on a specific vertical
market.  By strategically adding new technologies, representing more companies
such as IBM and AT&T, Wizzard is not only positioned to grow revenues within
its current customer base but can also increase the number of potential
customers coming to Wizzard through marketing arrangements with the
manufacturer of the new products.  Management has identified and is in the
process of negotiating with several of these manufacturers and feels that if
it is able to effectively add five new speech product manufacturers, based
solely on customer demand, it can increase the number of potential customers
coming to Wizzard for their speech technology needs to over 20,000 per year.
This number could grow significantly as more businesses around the world adopt
speech.  This model is a "double win" for Wizzard in the sense that it can
increase revenue by expanding its products to meet current customer demand
while at the same time increasing the number of potential customers coming to
Wizzard for their speech needs. At this time, management is not aware of any
other company offering this type of service to the speech technology
manufacturers.  Wizzard has executed on this plan accordingly with the recent
expansion of contracts with IBM (TTS for Linux) and AT&T (Natural Voices TTS
Server).

     b)  Speech Engines For the "Killer App" - As mentioned above, once
customers have incorporated speech into their workforce, product or service
they are required to purchase a speech engine for every single copy of the
product or service they distribute.  Wizzard has hundreds of customers, from
Fortune 500 corporations to 10 person small businesses, currently
incorporating speech technology into their products which they plan to sell
into specific vertical markets.  These markets range from PC Games, medical
devices, homeland security applications, software for the visually impaired
and legal transcription.  If any one of these Wizzard customers' products are
successful, resulting in large unit sales of their products, Wizzard will
directly benefit by an increase in revenues and gross profits for its speech
engine sales as Wizzard's profit margin on speech engines ranges from 10% to
500% based on volume purchases, with an average margin of approximately 50%.
Management believes at this time that several of its customers have the
potential for very large unit sales of their newly created speech products as
these companies complete, launch and market their products.

          c)  First to Market - Wizzard can create specific vertical speech
products based on what customers are requesting.  A recent example of this
action is the medical transcription market.  Over the last 9 months Wizzard
has noticed a growing trend of customers who own transcription services
looking for an automated transcription solution for their business. Currently,
medical professionals dictate their patient reports, which are then sent to
transcription services where workers transcribe by hand the doctor's
dictation.  Because of the competitive nature of the transcription industry,
margins are small and any savings at all can be a significant boost to a
transcription company's bottom line.  As a result, transcription companies are
searching for a speech based solution that would allow them to save labor.
Based on the identification of this trend, Wizzard recently licensed from IBM
special speech technology, is currently making modifications and upgrades to
this technology, and plans to begin marketing a new WizzScribe for midsized
transcription companies in the 3rd quarter of 2004.  This is one of several
examples where having an early preview of market demand through our tools and
engine sales, can be a tremendous advantage.

     d)  Acquire Successful Speech Companies - Due to the fact that Wizzard is
in a unique position to determine where demand for speech engines and products
lie, Wizzard can look to make strategic acquisitions based on predetermined
sales and business models. This strategy can help grow our Products and
Channels Group through the addition of specialty and often undiscovered speech
applications.  Wizzard plans to make acquisitions over the next twelve months
based on what it is able to identify as customer demand for a specific speech
related product or technology.  As the speech industry moves from a technology
based market to a specific vertically targeted product based market,
consolidation amongst companies is a growing trend and management feels
Wizzard is in the best position to identify and capitalize on the new speech
product companies emerging in the market.  In this regard, on February 6,
2004, we signed a non-binding letter of intent to acquire MedivoxRx
Technologies and its Talking Prescription Bottle product line.  The Talking
Pill Bottle provides automated, self-contained verbal instructions to medical
patients on the proper method of taking prescription medication.  This
transaction was consummated on April 23rd, 2004 and as a result, our Products
and Channels Group was formed.

HIGHLIGHTS FROM FIRST SIX MONTHS OF 2004

     In the first six months of 2004 Wizzard Software had several significant
accomplishments and successfully moved forward on many aspects of our business
plan.

     Some of these accomplishments, broken down by division, include:

General & Administrative

     - Secured financing of over $1.5M through the sale of stock and the
     exercise of warrants in the Company
     - Implemented and streamlined new internal systems for order processing,
     web hosting and marketing and sales efforts.
     - In the first six months and subsequently, the Company hired an
     additional 9 employees and contractors, mostly in the area of sales,
     bringing the Company's total staff count to 20.
     - Completed the acquisition of MedivoxRx Technologies, Inc. and its
     Talking Pill Bottle product line
     - Secured, completed and moved into new office space a quarter mile from
     our old location.  This new 3,100 square foot property allows us to
     provide safe and comfortable working conditions for new and current
     workers.

Technology and Solutions Group

     - Added big business perspective to the Company's management by staffing
     former IBM managers
     - Tuned technology offerings and sales process to be more responsive to
     target customers (developers, enterprise).
     - Increased amount of outbound sales activity with high volume prospects
     - went from reactive to proactive sales approach.
     - Redefined TTS offerings to focus on high profile usages in education
     and government
     - Included in the above mentioned increase in workers, the Technology
     and Solutions Group increased direct sales staff 33% based on expected
     increased demand
     - Identified streamlined focus on several key markets in ATMs,
     simulators, accessibility, audio broadcasting and medical dictation
     - Added IBM TTS for Linux in 13 languages to our accessibility targeted
     technology portfolio
     - Completed preparation of new and targeted sales collateral for all
     offerings and services for the division
     - Subsequently, added AT&T Natural Voices Server text-to-speech
     - Subsequently, added WizzScribe product line

Solutions and Channels Group

- Completed integration of MedivoxRx Technologies, Inc. following
 acquisition
- Named Eugene Franz to run the newly formed Solutions and Channels
        Group
     - Applied for and received approval on an FSS government purchasing
     contract for the Talking Pill Bottle for the Veterans Administration.
     - Subsequently completed the first automated version of Talking Pill
     Bottle for pharmacy customers using Text-To-Speech technology
     - Completed several mass mailings, on site visitations and a large
     telephone marketing campaign to targeted Veterans Administration
     pharmacy managers.
- Secured first retail customer approval for Talking Pill Bottle Home
   Kit

New Products Group

     - Completed beta testing, product production support training and launch
     of Speak It!
     - Completed beta testing, product production, support training and
     launch of IBM Linux TTS
     - Subsequently completed beta testing, product production, support
     training and launch of WizzScribe Transcription Server
     - Subsequently completed beta testing, product production, support
     training and launch of AT&T TTS Server edition

LOOKING FORWARD

     Management believes that Wizzard's revenues will increase with
anticipated additional sales from our acquisition of MedivoxRx Technologies,
Inc., the planned launch of a new set of products and programming tools, sales
of additional text-to-speech runtime licenses for the telephony market, and
the planned launch of three additional "talking products" in 2004-2005.  Prior
to and in connection with these product releases, management believes that
expenses will increase accordingly as we add staff and undertake the necessary
marketing efforts.

Technology and Solutions Group

     Over the next 12 months we plan to continue to execute our current
business plan, focusing our efforts on speech technology business solutions
for programmers and enterprise businesses interested in incorporating and
using speech technologies for their workforce and in their products and
services.  We plan to continue to expand our efforts in attracting customers
to use our VoiceTools product line as well as our customized programming and
consulting services through the leads we generate by distributing our Voice
Tools, IBM's OEM ViaVoice desktop products and AT&T's OEM Natural Voices
desktop products, on a worldwide basis. Currently, our Voice Tools have been
distributed over 100,000 times through Internet linking agreements we have
with Microsoft, IBM, AT&T, CNET and ZDnet, as well as through sponsored links
on most popular search engines such as AOL, MSN, YAHOO, Google, Excite, Lycos,
etc.

     The Technology and Solutions Group plans to increase demand generation by
launching a new portion of the Wizzard web site, its main marketing tool, in
the second half of 2004.  This new site will provide more information while
making it easier to navigate for our targeted developer and enterprise
customers.  The Group plans to increase outbound, proactive sales calls while
utilizing ever growing referrals from satisfied customers and rewarding
current customers with marketing assistance on the Wizzard web site.  The
Group will have a significant presence at the annual SpeechTEK industry trade
show in New York City in September.

     Additionally, the Technology and Solutions Group plans to increase
management focus on revenue growth and profit by significantly expanding our
TTS market footprint through the recent addition of AT&T's Natural Voices TTS
Server product, the recent launching of IBM's TTS for Linux product into
relevant target markets and expanding our speech recognition market
penetration with the new WizzScribe product, based on IBM's large vocabulary
server based batch processing product line, into the call center and
transcription markets.  Management plans to increase revenues through the
cross selling of our Consulting Packages, Support Packages and Commercial
Distribution Licenses to customers acquired through leads from the use of our
own and our partner's programming tools and runtime engines.  Management feels
that in addition to our strong line of past speech offerings, the three new
products we recently received as a result of our expansion of current
agreements with IBM and AT&T, our Technology and Solutions Group revenue
contribution to Wizzard Software will increase significantly over the next
twelve months.  In anticipation of the expanding business for these three new
products, the Technology and Solutions Group plans to increase sales staff to
penetrate and identify new markets and sales opportunities.

     Finally, management believes that in addition to previously mentioned
target markets, the growing number of government rules and regulations, and
the slow but progressive enforcement of these rules and regulations, could
make the adoption of speech technology more widespread than previously
anticipated.  While the market for selling speech products to blind
individuals is limited to the number of blind individuals, the market for
complying with rules requiring a company's products and services be accessible
to the blind, is significantly larger.  Public restaurants provide an example.
While the overall number of handicapped individuals frequenting their
establishment may be small, they still have to have handicapped parking and
handicapped accessible restrooms.  If an airline is offering an internet only
special, it now must make it accessible to all people, including people with
visual disabilities, and speech technology can help.  Based on this example,
we believe the market for speech technology, as an accessibility providing
technology, could be the defining market for our business and what compels
widespread adoption.

Products and Channels Group

     The Products and Channels Group plans to focus its near term future
efforts on Wizzard's newly acquired MedivoxRx Division and its Talking Pill
Bottle product line.  The Group plans to begin installations of its recently
completed Automated Pharmacy product in both government and retail pharmacies
in the U.S. along with the launch of its Home Kit independent living product
line in retail pharmacies in the U.S.  The Group will attend and speak at the
annual SpeechTEK industry trade show in New York City along with attending
several other pharmaceutical and industry relevant trade shows to increase
demand for the Talking Pill Bottle.

     Future target markets and channels of distribution for the Products and
Channels Group include:

     Automated Pharmacy Product

     The target market for the Automated Pharmacy Product is retail and
government pharmacies across the United States initially, and Canada in the
near future.  We plan to utilize nationally recognized pharmaceutical sales
representatives and distributors to assist in expanding the presence of the
Automated Pharmacy product.  Additionally, several internal sales
representatives will be added for a massive internal sales push into the most
popular retail pharmacies such as Walgreens, Wal-Mart, CVS, Eckerd as well as
the Veterans Administration pharmacy network.

     Independent Living Home Kit Product

     The target market for the Independent Living Home Kit product are
individuals who can benefit from "hearing" medication instructions rather than
reading the written instructions provided.  To reach the targeted individual
customers, the Group plans to focus its sales efforts on Hospital Outpatient
networks, Nursing Homes, Assistive and Independent Living facilities, Self
Prescribing Doctor Networks, Low Vision retail stores, Mail order catalogs,
blind associations such as NFB, ACB, and the Lions Club, online and television
distributors such as Drugstore.com and QVC, Health and Human Services
government agencies nationwide as well as major "help organizations" which
distribute massive amounts of drugs worldwide such as the Red Cross, U.S. Army
and the Peace Corps.

     In addition to the expanding sales efforts, Wizzard plans to increase its
lobbying efforts of insurance companies and government regulators encouraging
Medicare and insurance companies to realize the benefits of the Talking Pill
Bottle and cover its cost for deserving individuals.

General & Administrative

     Wizzard Software plans to finalize its move of its corporate headquarters
to slightly larger and more secure accommodations less than one mile from our
current offices.

     In order to fund operations in 2004, Wizzard plans to continue to work
towards our quarterly positive cash flow goal based on expanding revenues
while at the same time utilize our ESOP payroll plan and acceptance of various
forms of small investments and loans from current shareholders.  After eight
years of operating Wizzard, management confidently feels these funding methods
will limit dilution for our shareholders and allow for the funding of
operations over the next 12 months.

Acquisition Strategy

     Wizzard's management feels that by adding speech technology to a
traditional product/industry, operating within traditional margins and
traditional valuations, you can merit more technology oriented margins and
valuations.  This can directly increase value for shareholders by increasing
profit margins and future potential for revenue growth.

     To elaborate, Wizzard believes speech technology, applied properly, can
significantly impact a product/industry.  We feel that we will demonstrate
this with our recent acquisition of MedivoxRx and its Talking Pill Bottle
product line.  Currently, the sale of prescription pill bottles is a mature,
low margin business with very little room for increased margins or revenue
growth.  With the addition of speech technology to the bottle, allowing for
increased compliance with prescription medication instructions, customers
(pharmacies, drug manufacturers and individual users), will be willing to pay
more, we believe, for the newly resulting "technology" based product.  With
higher profit margins and the potential for additional add-on technology based
features, we believe a company offering this new "technology" based
traditional product would merit a higher valuation than a traditional
prescription pill bottle manufacturer/distributor.

     As a result of this belief, Wizzard plans to make strategic acquisitions
over the next twelve months to capitalize on the ability of speech technology
to significantly increase the value of businesses.  Wizzard can directly make
money for its shareholders by owning businesses where speech can have the most
profound impact on a product/industry as well as indirectly by increasing
demand of speech technology from competitors in these industries.  If forced
to compete with a new "technology" based speech product, Wizzard can benefit
from increased sales of its speech tools and speech engines.

     In addition to potential acquisitions to compliment our Talking Pill
Bottle, Wizzard Management has identified several industries where this
increased valuation model can be applied:  Prescription Packaging Industry,
Corporate Pharmacies, Transcription Industry and the Call Center Industry.

Results of Operations.
----------------------

     Three Months Ended June 30, 2004, and 2003
     ------------------------------------------

     During the quarterly period ended June 30, 2004, Wizzard recorded
revenues of $111,021, a 10.9% decrease from $124,606 for the second quarter of
2003.  This decrease was due in part to Management's decision to stop offering
Envox products because of its low margins and high cost of generating sales.
In the second quarter of 2003 Wizzard recorded sales of Envox products of
$23,398.

     Costs of goods sold totaled $114,738 in the second quarter of 2004,
versus $124,562 in the second quarter of 2003.  The decrease is attributed
primarily to a decrease in Envox sales.

     During the second quarter of 2004, Wizzard recorded total operating
expenses of $1,042,343, an 83.8% increase from total expenses of $566,989 in
the second quarter of 2003.  General and administrative expense increased to
$941,990 from $557,864 in the 2003 period as a result of $585,000 in non cash
expenses from the issuance of 184,000 shares to retain employees and
consultants as well as $108,000 in increased spending for additional
employees, public relations, director fees and legal fees (as a result of
financing activities and acquisition activities).   Selling expenses totaled
$67,353 in the second quarter of 2004, as compared to $9,125 during the three
months ended June 30, 2003, due to increased marketing efforts for the
MedivoxRx Talking Pill Bottle (samples) as well as the addition of sales
personnel.  In addition, we recorded $33,000 in research and development
expenses in the second quarter of 2004; we had no such expenses in the year-
ago period.

     In July, 2004, which is subsequent to the period covered by this Report,
we entered into a lease on a new office facility.  During the second quarter
of 2004, we realized a loss of $35,086 on certain leasehold improvements in
our current office that we abandoned including an industrial air conditioner.

     During the second quarter of 2004, Wizzard had a net loss of $1,081,146,
an 88.9% increase from our net loss of $572,265 in the second quarter in 2003.
A significant portion of the increase loss was due to increased non cash
expenses from the issuance of shares of the Company.  Net loss per share
during these periods was $0.04 and $0.03, respectively.


     Six months ended June 30, 2004, and 2003
     ----------------------------------------

     During the six month period ended June 30 2004, Wizzard recorded revenues
of $208,085, a 9% decrease from revenues of $228,752 for the same period in
2003.  The decrease in the six months ended June 30, 2004 was due in part to
Management's decision to stop offering Envox products because of its low
margins and high cost of generating sales.  In the second quarter of 2003
Wizzard recorded sales of Envox products of $23,398.

     In the six months ended June 30, 2004, cost of goods sold totaled
$193,350, as compared to $190,327 in the six months ended June 30, 2003.

     Wizzard recorded total operating expenses of $2,327,577 during the six
months ended June 30, 2004, as compared to operating expenses of $942,123 in
the same period of 2003.  General and administrative expense increased by
approximately 205%, due primarily to non cash consulting expenses from the
issuance of the Company's shares to pay for consulting services not including
investor relations expenses.  Selling expenses also rose substantially, to
$136,834 in the six months ended June 30, 2004, from $17,386 in the prior year
period.  This increase is attributed to the additional sales personnel that we
have hired in the 2004 period.  In this period we also incurred non-cash
expenses of $825,000 due to the issuance of 250,000 shares of common stock to
Arthur Douglas & Associates for investor relations/consulting services.
Issuance of the Company's common stock to pay such obligations has extended
our liquidity for operational purposes.  The Company further recorded non-cash
consideration of $160,420 for the extension and repricing of certain warrants
for which Wizzard received approximately $407,000 in proceeds.

     Wizzard's net loss was $2,358,086, or $0.10 per share, in the six months
ended June 30, 2004.  This represents a 156% increase from our net loss of
$920,329, or $0.05 per share, in the first six months of 2003.

     Management believes that Wizzard's revenues will increase with
anticipated additional sales from our recently completed acquisition of
MedivoxRx Technologies, Inc., the planned launch of a new set of programming
tools, sale of additional text-to-speech runtime licenses for the telephony
market, and the planned launch of three additional "talking products" in 2004.
Prior to and in connection with these product releases, management believes
that expenses will increase accordingly as we add staff and undertake the
necessary marketing efforts.

Liquidity and Capital Resources.
--------------------------------

     Unrestricted cash on hand was $1,158,152 at June 30, 2004, an increase of
$1,104,608 over the $53,544 on hand at December 31, 2003.  For the six months
ended June 30, 2004, we received $1,935,959 in proceeds from issuances of
common stock, and paid $127,283 in offering costs.  Cash used in operations
for the six months ended June 30, 2004 was $682,924, an increase of
approximately 222% over the $211,901 cash used in operations for the six
months ended June 30, 2003.  Cash used in investing activities for the six
months ended June 30, 2004, consisted of $21,144 for the purchase of needed
office equipment updates.

     The Company's operations are principally being sustained through
financing activities until sufficient sales levels can be achieved to
establish profitable operations.  We believe that the cash on hand at June 30,
2004, should be sufficient to meet our operating expenses for the next 12
months.

Safe Harbor Statement.
----------------------

     Statements made in this Form 10-QSB which are not purely historical are
forward-looking statements with respect to the goals, plan objectives,
intentions, expectations, financial condition, results of operations, future
performance and business of the Company, including, without limitation, (i)
our ability to gain a larger share of the speech recognition software
industry, our ability to continue to develop products acceptable to that
industry, our ability to retain our business relationships, and our ability to
raise capital and the growth of the speech recognition software industry, and
(ii) statements preceded by, followed by or that include the words "may",
"would", "could", "should", "expects", "projects", "anticipates", "believes",
"estimates", "plans", "intends", "targets", "tend" or similar expressions.

     Forward-looking statements involve inherent risks and uncertainties, and
important factors (many of which are beyond the Company's control) that could
cause actual results to differ materially from those set forth in the forward-
looking statements, including the following, in addition to those contained in
the Company's reports on file with the SEC: general economic or industry
conditions, nationally and/or in the communities in which the Company conducts
business, changes in the interest rate environment, legislation or regulatory
requirements, conditions of the securities markets, changes in the speech
recognition technology industry, the development of products that may be
superior to the products offered by the Company, competition, changes in
the quality or composition of the Company's products, our ability to develop
new products, our ability to raise capital, changes in accounting principals,
policies or guidelines, financial or political instability, acts of war or
terrorism, other economic, competitive, governmental, regulatory and technical
factors affecting the Company's operations, products, services and prices.

     Accordingly, results actually achieved may differ materially from
expected results in these statements.  Forward-looking statements speak only
as of the date they are made.  The Company does not undertake, and
specifically disclaims, any obligation to update any forward-looking
statements to reflect events or circumstances occurring after the date of such
statements.

Item 3.  Controls and Procedures.
         ------------------------

     As of the end of the period covered by this Quarterly Report, we carried
out an evaluation, under the supervision and with the participation of our
President and Treasurer, of the effectiveness of our disclosure controls and
procedures.  Based on this evaluation, our President and Treasurer concluded
that our disclosure controls and procedures are effective in timely alerting
them to material information required to be included in our periodic
Securities and Exchange Commission reports.  It should be noted that the
design of any system of controls is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote.  In addition, we reviewed our internal
controls over financial reporting, and there have been no changes in our
internal controls or in other factors in the last fiscal quarter that has
materially affected or is reasonably likely to materially affect our internal
control over financial reporting.

                   PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.
          ------------------

     None; not applicable.

Item 2.   Changes in Securities and Small Business Issuer Purchases of Equity
Securities.
-----------

     The following table provides information about all "unregistered" and
"restricted" securities that Wizzard has sold during the quarterly period
ended June 30, 2004, which were not registered under the Securities Act of
1933, as amended:

<TABLE>
<CAPTION>

                      Date            Number of       Aggregate
Name of Owner         Acquired        Shares          Consideration
-------------         --------        ------          -------------

<S>                   <C>             <C>             <C>

Four individuals       5-3-04         184,167         Consulting services
                                                      valued at $585,651

Great North            5-3-04          27,999         Payment of $10,016
Capital Management                                    note payable; $614
                                                      accrued interest; and
                                                      consulting services
                                                      valued at $78,438

Maricopa Equity        5-3-04          19,286         Payment of $67,500 in
Management Corp.                                      penalties related to
                                                      delay in registration
                                                      of shares

Maricopa Equity        5-3-04          17,689         Interest on note payable
Management Corp.                                      through March 31, 2004

Savage Holdings        5-3-04          18,117         Interest on note
Management Corp.                                      previously converted to
                                                      common stock

Stockholders of        5-12-04        150,035         Acquisition of MedivoxRx
MedivoxRx                                             Technologies, Inc.
Technologies, Inc.

Three institutional    5-17-04        824,176 (1)     (1)
investors

</TABLE>

     (1)  On January 23, 2004, we closed a Subscription Agreement by which
three institutional investors (collectively, the "Subscribers") agreed to
purchase:

     a total of 1,648,352 shares of our common stock for a total of
$1,200,000, or $0.728 per share (the "Shares"); and

     warrants to purchase an additional 824,174 shares of common stock at a
     price of $1.55 per share (the "Warrants").

The first $600,000 of the Share subscription was payable immediately upon
closing, and the Company received this sum on January 23, 2004.  The second
$600,000 became payable five days after the effective date of the Company's
registration statement on Form SB-2 by which the Company registered the Shares
and all of the shares of common stock underlying the Warrants (the "Warrant
Shares").   Similarly, the Company was to issue the Warrants to purchase the
first 412,087 Warrant Shares immediately, with the remaining Warrants to be
issued five days after the effective date of the registration statement.  The
registration statement was declared effective on May 12, 2004.

     We believe that the offer and sale of these securities was exempt from
the registration requirements of the Securities Act, pursuant to Sections 4(2)
and 4(6) thereof, and Regulation D of the Securities and Exchange Commission
and from various similar state exemptions.

Item 3.   Defaults Upon Senior Securities.
          --------------------------------

     None; not applicable.

Item 4.   Submission of Matters to a Vote of Security Holders.
          ----------------------------------------------------

     None; not applicable.

Item 5.   Other Information.
          ------------------

     On April 23, 2004, Wizzard acquired all of the issued and outstanding
common stock of MedivoxRx Technologies, Inc., a New York corporation
("MedivoxRx"), in exchange for the issuance of 150,035 "unregistered" and
"restricted" shares of its common stock to the stockholders of MedivoxRx.  As
a result, MedivoxRx became a wholly-owned subsidiary of Wizzard.  This
acquisition was disclosed in a Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 28, 2004, and amended July 8,
2004.  See the Exhibit Index, Part II, Item 4 of this Report.

Item 6.   Exhibits and Reports on Form 8-K.
          ---------------------------------

     (a)  Exhibits.

          31 - 302 Certification of Christopher J. Spencer

          32 - 906 Certification.

     (b)  Reports on Form 8-K.

          8-K Current Report filed April 28, 2004, and amended July 8, 2004,
regarding the completion of the acquisition of Medivox

<PAGE>
                            SIGNATURES

     In accordance with the requirements of the Exchange Act, the
Registrant caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                         WIZZARD SOFTWARE CORPORATION

Date: 8/16/04                              By/s/Christopher J. Spencer
      --------                             ---------------------------
                                           Christopher J. Spencer, Director,
                                           CEO, President and Treasurer

Date: 8/16/04                              /s/Armen Geronian
      --------                             ------------------------
                                           Armen Geronian, Director
                                           Secretary

Date: 8/16/04                              /s/Gordon Berry
      --------                             ------------------------
                                           Gordon Berry, Director

Date: 8/16/04                              /s/Alan Costilo
      --------                             ------------------------
                                           Alan Costilo, Director