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

                           FORM 10-QSB-A2

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

     For the quarter ended March 31, 2005
                           --------------

[ ]  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 Blvd.
                 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:

                               May 31, 2005

                       Common - 27,308,670 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 SUBSIDIARY

             UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                MARCH 31, 2005



<PAGE>



                 WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY



                                   CONTENTS

                                                                 PAGE


- Unaudited Condensed Consolidated Balance Sheet,
    March 31, 2005                                                2

- Unaudited Condensed Consolidated Statements of
    Operations, for the three months ended
    March 31, 2005 and 2004                                       3

- Unaudited Condensed Consolidated Statements of Cash
    Flows, for the three months ended March 31, 2005
    and 2004                                                      4

- Notes to Unaudited Condensed Consolidated Financial
    Statements                                               5 - 12



<PAGE>
                 WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY

                UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

                                    ASSETS

                                                                March 31,
                                                                  2005

CURRENT ASSETS:
     Cash                                                    $  1,749,442
     Accounts receivable                                           17,745
     Inventories                                                   87,321
     Prepaid Expenses                                              23,238
                                                             ------------
      Total Current Assets                                      1,877,746
                                                             ------------
PROPERTY AND EQUIPMENT, net                                        97,504
                                                             ------------
OTHER ASSETS                                                        8,124
                                                             ------------
                                                             $  1,983,374
                                                             ============
                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

     Accounts payable                                        $    253,922
     Accrued expenses                                              21,796
                                                             ------------
      Total current liabilities                                   275,718
                                                             ------------
CONVERTIBLE NOTES PAYABLE - RELATED PARTY                       1,450,000
                                                             ------------
      Total liabilities                                         1,725,718
                                                             ------------
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, 27,178,827 shares issued and outstanding         27,179
     Additional paid-in capital                                16,918,144
     Accumulated Deficit                                      (16,687,667)
                                                             ------------
      Total Stockholders' Equity                                  257,656
                                                             ------------
                                                             $  1,983,374
                                                             ============

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

                               2
<PAGE>

                 WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY

          UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                        For the Three
                                                        Months Ended
                                                          March 31,
                                                      2005        2004
SALES, net                                      $  223,561       $  97,064

COST OF GOODS SOLD                                 143,006          78,612
                                                ----------       ---------
GROSS PROFIT                                        80,555          18,452

OPERATING EXPENSES:
Selling expenses                                    43,640          69,481
General and administrative                         502,053         230,333
Research and development                             4,486               -
Compensation for re-pricing of warrants                  -         160,420
Non-cash investor relations services               141,000         825,000
Impairment of goodwill                           1,191,967               -
                                                ----------       ---------
 Total Operating Expenses                        1,883,146       1,285,234
                                                ----------       ---------
Operating losses                                (1,802,591)     (1,266,782)

OTHER EXPENSE:
  Interest expense                              (1,413,206)        (10,158)
                                                ----------       ---------
     Total Other Expense                        (1,413,206)        (10,158)
                                                ----------       ---------
NET LOSS BEFORE INCOME
TAXES                                           (3,215,797)     (1,276,940)

CURRENT TAX EXPENSE                                      -               -

DEFERRED TAX EXPENSE                                     -               -
                                                ----------       ---------
NET LOSS                                       $(3,215,797)    $(1,276,940)
                                                ----------       ---------
LOSS PER COMMON SHARE   BASIC AND DILUTED       $     (.12)      $    (.06)
                                                ----------       ---------


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

                                3
<PAGE>

                 WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY

          UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                      For the Three
                                                      Months Ended
                                                        March 31,
                                                   2005           2004
Cash Flows from Operating Activities:
 Net loss                                      $(3,215,797)    $  (1,276,940)
 Adjustments to reconcile net loss
 to net cash used by operating activities:
  Depreciation and amortization expense              8,523            35,301
  Non-cash expenses                                244,272           985,420
  Impairment of goodwill                         1,191,967                 -
  Amortization of discount on notes payable      1,400,000                 -
  Change in assets and liabilities:
    restricted cash                                      -           (69,820)

  accounts receivable                                  954            (1,324)
    inventory                                         (627)              659
    prepaid expenses                                45,500            (4,460)
     accounts payable and
     accrued expense                               114,499             1,991
    customer deposits                                    -             7,000
                                                ----------     -------------
      Net Cash (Used) by Operating
      Activities                                  (210,709)         (322,173)
                                                ----------     -------------
Cash Flows from Investing Activities:
     Purchase of property & equipment               (6,701)           (6,222)
                                                ----------     -------------
       Net Cash (Used) by Investing Activities      (6,701)           (6,222)
                                                ----------     -------------
Cash Flows from Financing Activities:
     Proceeds from Issuance of convertible
       note payable                              1,400,000                 -
     Proceeds from issuance of common stock        146,226         1,336,972
     Payment of stock offering cost                      -           (91,253)
     Proceeds from issuance of notes payable
      - related party                              (25,076)                -
                                                ----------     -------------
       Net Cash Provided by Financing Activities 1,521,150         1,245,719
                                                ----------     -------------
Net Increase in Cash                             1,303,740           917,324
Cash at Beginning of Period                        445,702            53,544
                                                ----------     -------------
Cash at End of Period                           $1,749,442     $     970,868
                                                ==========     =============
Supplemental Disclosures of Cash Flow Information:
     Cash paid during the periods for:
       Interest                                 $    4,830     $       5,000
       Income taxes                             $        -     $           -

Supplemental Schedule of Non-cash Investing and Financing Activities:

For the three months ended March 31, 2005:

     The Company issued 22,500 common shares valued at $54,900 for
     consulting services.

     The Company issued 60,000 common shares valued at $141,000 for investor
     relations services.

     The Company issued 20,584 common shares valued at $48,372 to 18
     employees for the exercise of options.

     The Company issued 100,000 common shares upon conversion of $50,000 of
     the 8% convertible note payable.

     The Company issued 787,176 common shares the purchase of the remaining
     5% minority shares of WSC.  The resulting goodwill of $1,191,967 was
     impaired immediately.

For the three months ended March 31, 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.

                                4
<PAGE>

          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     Unaudited Condensed Financial Statements - The accompanying financial
     statements have been prepared by the Company without audit.  In the
     opinion of management, all adjustments (which include only normal
     recurring adjustments) necessary to present fairly the financial
     position, results of operations and cash flows at March 31, 2005 and
     2004 and for all the periods presented have been made.

     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.  These condensed financial statements should be
     read in conjunction with the financial statements and notes thereto
     included in the Company's December 31, 2004 audited financial
     statements.  The results of operations for the periods ended March 31,
     2005 and 2004 are not necessarily indicative of the operating results
     for the full year.

     Organization - Wizzard Software Corporation ["Parent"] a Colorado
     corporation, was organized on July 1, 1998. 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. On January 19, 2005, Parent acquired the
     remaining 5% minority interest of Wizzard Software Corp. ["Subsidiary"],
     wherein Wizzard Software Corp. was merged into Parent. The Company
     engages primarily in the development, sale, and service of custom and
     packaged computer software products.  On May 22, 2001 the Company
     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. ("WMC") 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. WMC engages primarily in the development, sale, and service of
     a talking prescription pill bottle.

     Consolidation - The financial statements presented reflects the accounts
     of Wizzard Software Corporation, , Wizzard Merger Corp, and Speech
     Systems, Inc. as of March 31,2005.  On January 19, 2005 Wizzard Software
     Corp. was merged into the parent upon the parent acquiring the remaining
     5% minority interest. The Company recorded no liability for the
     approximate 5% non-controlling interest prior to the acquisition by
     Parent as Wizzard Software Corp. had a stockholders deficit at the
     time of original merger.  Further the net loss for Wizzard Software Corp.
     for the period from January 1, 2005 through January 19, 2005 and the
     three months ended March  31, 2004 applicable to the 5% non-controlling
     interest was 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 between the Parent and Subsidiary
     have been eliminated in consolidation.


                                5
<PAGE>
           WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     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 March 31, 2005, the Company had $1,649,442
     in excess of federally insured amounts.

     Accounts Receivable - Accounts receivable consist of trade receivables
     arising in the normal course of business. At March 31, 2005, the Company
     has not established an allowance for doubtful accounts 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.

     Inventories - Inventories consist of $87,321 in raw materials at March
     31, 2005 and are 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.

     Intangible assets - Intangible assets consist of the rights, interest,
     title patents, trademarks, a purchased website and trade secrets of the
     speech recognition software ActiveX Voice Tools, purchased in the
     acquisition of Speech Systems, Inc., purchased rights to a Merchant
     Operating Understanding for the distribution of the Company's products
     and domain name registration and were being amortized over two to five
     years on a straight-line basis until their impairment during 2004.

     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 March 31, 2005.

     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.

     Revenue Recognition - Revenue is recognized when earned. 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 and 104. 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 are 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 December 31, 2004  amounted to $0, respectively.
     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. 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 are recognized when the services are
     provided.  Such items are included in net revenues and amounted to
     $20,000 and $11,850 for the three months ended  March 31, 2005 and 2004,
     respectively.

                                6
<PAGE>
           WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY
  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Loss Per Share - The Company computes loss per share in accordance with
     (SFAS) No. 128 "Earnings Per Share," which requires the Company to
     present basic earnings per share and dilutive earnings per share when
     the effect is dilutive [See Note 6].
     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.  Actual results could differ from those
     estimated by management.

     Recently Enacted Accounting Standards - Statement of Financial
     Accounting Standards ("SFAS") No. 152, "Accounting for Real Estate Time-
     Sharing Transactions - an amendment of FASB Statements No. 66 and 67",
     SFAS No. 153, "Exchanges of Nonmonetary Assets - an amendment of APB
     Opinion No. 29", and SFAS No. 123 (revised 2004), "Share-Based Payment",
     which replaces SFAS No. 123, "Accounting for Stock-Based Compensation",
     and supersedes APB Opinion No. 25, "Accounting for stock Issued to
     Employees" and Emerging Issues Task Force ("EITF") Issue No. 03-1, "The
     Meaning of Other-Than-Temporary Impairment and Its Application to
     Certain Investments," were recently issued.  SFAS No. 152, 153, and EITF
     03-1 have no current applicability to the Company or their effect on the
     financial statements would not have been significant.

     In November 2004, the FASB issued SFAS No. 151, "Inventory Costs".  SFAS
     No. 151 requires abnormal amounts of inventory costs related to idle
     facility, freight handling and wasted material (spoilage) to be
     recognized as current-period charges.  In addition, SFAS No. 151
     requires that allocation of fixed production overheads to the costs of
     conversion be based on the normal capacity of the production facilities.
     The Company will be required to adopt the provisions of SFAS No. 151 for
     fiscal years beginning after June 15, 2005.  Management believes the
     provisions of this Standard will not have a significant effect on our
     financial position or results of operations.

     SFAS No. 123(R) requires that the compensation cost relating to share-
     based payment transactions be recognized in financial statements.  The
     cost will be measured based on the fair value of the instruments issued.
     The Company will be required to apply SFAS No. 123(R) as of the first
     interim reporting period that begins after June 15, 2005.  Accordingly,
     The Company will adopt SFAS No. 123(R) in the third quarter of fiscal
     2005 using the modified-prospective method.  Management is currently
     evaluating the impact SFAS No. 123(R) will have on the Company's results
     of operations as a result of adopting this new Standard.

     Stock Options - The Company accounts for the stock option plans in
     accordance with the recognition and measurement principles of APB
     Opinion No. 25, "Accounting for Stock Issued to Employees", and related
     Interpretations. Under this method, compensation expense is recorded on
     the date of grant only if the current market price of the underlying
     stock exceeds the exercise price. The Corporation has adopted the
     disclosure-only provisions of Statement of Financial Accounting
     Standards No. 123, "Accounting for Stock-Based Compensation."
     Accordingly, no compensation cost under SFAS No. 123 has been recognized
     for the stock option plans or other agreements in the accompanying
     statement of operations.  Had compensation cost for the Company's stock
     option plans and agreements been determined based on the fair value at
     the grant date for awards in the three months ended March 31, 2005 and
     2004 consistent with the provisions of SFAS No. 123, the Company's net
     earnings net of taxes and earnings per share would have been reduced to
     the pro forma amounts indicated below:
                                                       2005        2004
                                                   ___________  ___________
          Net (Loss)          As reported          $(3,215,797) $(1,276,940)
          Add: Stock-based employee compensation
            expense included in reported net income          -            -
          Deduct: Total stock-based employee
            compensation expense determined under
            fair value based method                          -            -
                                                   ___________  ___________
          Net (Loss)          Proforma             $(3,215,797) $(1,276,940)
                                                   ___________  ___________

          Basic and diluted loss per share
               As reported                        $       (.12) $      (.06)
               Proforma                           $       (.12) $      (.06)

                                7
<PAGE>
           WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2   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 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.

NOTE 3   PROPERTY & EQUIPMENT

     The following is a summary of property and equipment:
                                                  March 31, 2005
                                                  ____________

          Furniture, fixtures and equipment       $    101,269
          Production Molds                              47,710
          Software                                       6,658
                                                        ------
                                                       155,637
               Accumulated Deprecation                ( 58,132)
                                                       -------
               Property & Equipment, net          $     97,505
                                                       -------

     Depreciation expense for the three months ended March 31, 2005 and 2004
     was $8,523 and $6,272, respectively.

NOTE 4   CONVERTIBLE NOTES PAYABLE

     5% Convertible Notes Payable - On February 8, 2005, the Company closed a
     Subscription Agreement by which three institutional investors
     ("Subscribers") purchased: 5% convertible promissory notes having a
     total principal amount of $1,400,000, convertible into 933,333 shares of
     the Company's common stock at a price of $1.50 per share,  plus Class A
     Warrants to purchase a total of 466,667 shares of common stock at a
     price of $2.50 per share, exercisable for three years; and Class B
     Warrants to purchase a total of 933,334 shares of common stock at a
     price of $1.50 per share, exercisable until 150 days after the effective
     date of the Registration Statement described below.  The notes mature
     June 22, 2006. As of March 31, 2005, the balance of the note is
     $1,400,000 with related accrued interest payable of $11,288.

     The $1,400,000 in proceeds has been recorded as paid in capital based on
     their relative fair value of $574,184, $308,989 and $516,827, for the
     beneficial conversion feature of the Convertible Notes Payable, Class A
     Warrants and Class B Warrants, respectfully. The Company upon issuance
     recorded interest expense of $1,400,000 for the discount on the note as
     the note is immediately convertible and warrants are immediately
     exercisable in accordance with EITF 98-5 and EITF 00-27.

     The Company was required to file a Registration Statement registering
     all shares issuable upon conversion of the promissory notes and the
     warrants.  The Registration Statement must be declared effective not
     later than 120 days after the closing date.  For every 30 day period
     that either of these deadlines have not been met, the Company is to pay
     to the subscribers liquidated damages equal to two percent of the
     purchase price of the promissory notes remaining unconverted and the
     purchase price of the shares issued upon conversion of the notes.

     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 in to the Company's common stock at the lower 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. 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 is immediately convertible.
     The note further calls for the Company to register the underlying shares
     into which the note can be converted and if said share are not
     registered as of March 15, 2003 the Company will owe a penalty of $7,500
     and $10,000 for every month thereafter, accordingly the Company has
     included $67,500 in accounts payable for penalties on the Note at March
     31, 2004.   The penalties were paid on May 3, 2004 through
     the issuance of 19,286 common shares.  As of March 31, 2005, the balance
     of the note is $50,000 with related accrued interest payable of $10,303.

     Related Party Notes Payable - During the year ended December 31, 2001, a
     shareholder loaned the Company $46,076.  The demand note is unsecured
     and accrues interest at 5% per annum.  As of March 31, 2004, a balance
     of $25,076 remained outstanding on the note with related accrued
     interest of $4,522. On March 31, 2005, the note with related accrued
     interest of $4,830 were paid.


                                8
<PAGE>

            WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4   NOTES PAYABLE (Continued)

     During April, 2003, the Company borrowed from a shareholder of the
     Company a total of $10,165.  The note is payable on demand and accrues
     interest at a rate of prime plus 1% or approximately 5.75% and amounted
     to $536 at March 31, 2004.

     On January 8, 2004, a shareholder loaned an additional $50,000 to the
     Company.  The note was repaid with interest of $5,000 on January 24,
     2004.

NOTE 5   CAPITAL STOCK

     Exercise of Warrants - On January 6, 2005, March 18, 2005 and March 28,
     2005, the Company issued 4,339, 40,000 and 50,000 common shares,
     respectively upon the exercise of warrants at $1.55 per share.

     Conversion of Note Payable - During 2005, the Company has issued 100,000
     common shares upon conversion of $50,000 of the 8% convertible note
     payable.

     Stock for Services - On February 11, 2005, the Company issued 22,500
     common shares for consulting services valued at $54,900.

     On February 15, 2005, the Company issued 60,000 common shares for
     investor relations services valued at $141,000

     Stock for Employee Services - On February 15, 2005, the Company issued
     20,584 common shares upon the exercise of options for consulting
     services valued at $48,166.

     Acquisition of Minority Interest - On January 19, 2005, the Company
     shareholders approved the acquisition of the 5% minority interest of
     Wizzard Software Corp ("WSC") wherein WSC was merged with and into the
     Parent through the issuance of 787,176 common shares of the Parent for
     the 787,176 minority shares of WSC.

     5% Convertible Notes Payable - On February 8, 2005, the Company closed a
     Subscription Agreement by which three institutional investors
     ("Subscribers") purchased: 5% convertible promissory notes having a
     total principal amount of $1,400,000, convertible into 933,333 shares of
     the Company's common stock at a price of $1.50 per share,  plus Class A
     Warrants to purchase a total of 466,667 shares of common stock at a
     price of $2.50 per share, exercisable for three years; and Class B
     Warrants to purchase a total of 933,334 shares of common stock at a
     price of $1.50 per share, exercisable until 150 days after the effective
     date of the Registration Statement described below.

     The $1,400,000 in proceeds has been recorded as paid in capital based on
     their relative fair value of $574,184, $308,989 and $516,827, for the
     beneficial conversion feature of the Convertible Notes Payable, Class A
     Warrants and Class B Warrants, respectfully. The Company upon issuance
     will record interest expense of $1,400,000  for the discount on the note
     as the note is immediately convertible.

     The relative fair values of the warrants and beneficial conversion
     feature were estimated using the black-scholes pricing model using the
     following variable volatility of 104%, risk free interest rate of 3%,
     expected yield of 0% and estimated lives of one to three years.

     During the quarter ended March 31, 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 salaries during 2004.

     On January 23, 2004, the Company entered into a subscription agreement
     and issued 824,174 of 1,648,352 common shares and 412,086 of 824,174
     warrants to purchase common shares at $1.55 per share, expiring January
     23, 2007. 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 will become payable five days after the
     effective date of the Company's registration statement on Form SB-2 (or
     other suitable registration statement) by which the Company is to
     register 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 registration
     statement is declared effective. The Company is required to register the
     underlying shares under a registrations statement being filed on or
     before March 8, 2004 and effective on or before May 2, 2004.  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 relations / consulting services.

                                9

<PAGE>
            WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY
  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5   CAPITAL STOCK

     2004 Stock Option Plan - During 2004, the Board of Directors adopted a
     Stock Option Plan (2004 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 200,000.  At
     March 31, 2005 total options available to be granted under the Plan
     amounted to 21,950, respectively.  During the three months ended March
     31, 2005, the Company granted 38,084 options which were immediately
     exercised for services valued at $91,072.

     2003 Stock Option Plan - During 2003, 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
     March 31, 2004, total options available to be granted under the Plan
     amounted to 14,259.   During the Quarter ended March 31, 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.


          Warrants

     A summary of the status of the warrants granted at March 31, 2005 and
     2004 and changes during the three months then ended is presented below:

                                       March 31, 2005       March 31, 2004
                               _______________________ _______________________
                                      Weighted Average        Weighted Average
                               Shares   Exercise Price Shares   Exercise Price
                               _______________________________________________
  Outstanding at beginning of
    year                       786,174        $1.55    608,076         $1.28
       Granted               1,400,000        $1.83    412,086         $1.55
       Exercised               (94,339)       $1.55   (588,076)        $1.32
       Forfeited                     -            -          -             -
       Expired                       -            -          -             -
                             _________________________________________________
  Outstanding and exercisable
   at end of period          2,091,835        $1.73    432,086         $1.49
                             _________________________________________________

     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.

                                     10
<PAGE>
            WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6   LOSS PER SHARE

     The following represents 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 Months Ended
                                                      March 31,
                                                      ---------
                                                2005             2004
                                                ----             ----

     Loss from continuing operations available
       to common shareholders (numerator)       $ (3,215,797)   $ (1,276,940)
                                                  -----------      ---------
     Weighted average number of common shares
       outstanding during the period used in
       per share calculations (denominator)       26,835,990      23,158,789
                                                   ----------     ----------

     At March 31, 2005, the Company had 2,091,835 warrants outstanding to
     purchase common stock of the Company at $.25 to $1.55 per share, a
     8% convertible note payable wherein the holder could convert the note
     into a minimum of 100,000 shares of common stock and a 5% convertible
     note payable wherein the holder could convert the note into 933,333
     shares, [See Note 4], which were not included in the loss per share
     computation because their effect would be anti-dilutive.

     At March 31, 2004, the Company had 432,086 warrants outstanding to
     purchase common stock of the Company at $.25 to $1.55 per share and a
     convertible note payable wherein the holder could convert the note into
     a minimum of 470,000 shares of common stock, [See Note 4], which were
     not included in the loss per share computation because their effect
     would be anti-dilutive.  Subsequent to the quarter ended March 31, 2004,
     the Company agreed to issue 150,037 shares upon the purchase all of
     issued and outstanding shares and settlement of certain outstanding debt
     of MedivoxRx Technologies, Inc..


                                11
<PAGE>
            WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY
  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 March 31, 2005 operating loss
     carryforwards of approximately $14,500,000 which may be applied against
     future taxable income and which expires in various years through 2025.

     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
     recorded for the loss carryforward.  The net deferred tax assets are
     approximately $4,930,000 as of March 31, 2005, with an offsetting
     valuation allowance of the same amount. The change in the valuation
     allowance for the period ended March 31, 2004 is approximately $680,000.

NOTE 8   GOODWILL

     As a result of the acquisition of the remaining 5% minority interest of
     Wizzard Software Corp. (Subsidiary), the Company recorded Goodwill of
     $1,191,967, which was immediately impaired.

NOTE 9   COMMITMENTS AND CONTINGENCIES

     Contingent Consideration for the Acquisition of MedivoxRX - In
     connection with the acquisition of assets of MedivoxRx Technologies, the
     Parent will issue an additional 100,000 restricted common shares to the
     former stockholders of MediVoxRX 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 achieve repeat sales from at least eight Veterans Administration
     (VA) sites and total VA sales in excess of 5,000 units with a specified
     gross margin within a six month period of the closing date of the
     acquisition.

     The Parent will issue an additional 100,000 restricted common shares to
     the former stockholders if the Wizzard Merger Corp. achieves repeat
     sales of at least 250 units per month from at least 15 VA sites for
     three consecutive months with a specified gross margin.

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

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

     Letter of Intent to Acquire  - On March 18, 2005, we executed a Letter
     of Intent with Interim Health Care of Wyoming Inc., a Wyoming
     corporation ("Interim").  Under the Letter of Intent, we agreed to
     acquire all of Interim's assets in consideration of $868,000 in cash and
     $384,000 in "unregistered" and "restricted" shares of the Company's
     common stock, based on the average closing price of the Company's common
     stock on the OTC Bulletin Board of the National Association of
     Securities Dealers, Inc. for the five business days following the date
     of the Letter of Intent.  Seventy five percent of this additional
     payment will be in the form of "unregistered" and "restricted" shares of
     the Company's common stock and 25% will be in cash.  In addition,
     Interim will receive additional payments of two times its earnings
     before interest, taxes, depreciation and amortization ("EBITDA") for:
     (i) any EBITDA during the calendar year ended December 31, 2005, which
     exceeds Interim's EBITDA of $288,000 for the calendar year ended
     December 31, 2004; and (ii) any EBITDA during the calendar year ended
     December 31, 2006, which exceeds Interim's EBITDA during the calendar
     year ended December 31, 2005.

     In connection with the agreement with AT&T to sell to AT&T's OEM Natural
     Voices desktop product licenses, the Company is required to make minimum
     purchase of $125,000 per each six month period beginning  July 2004
     through June 2007.

     In connection with the agreement with IBM to sell IBM's OEM ViaVoice
     desktop products licenses the Company is required to make minimum
     purchases of $12,500 per quarter beginning July 2003 through June 2005.

     The Company is from time to time involved in routine legal and
     administrative proceedings and claims of various types.  While any
     proceedings or claim contains an element of uncertainty, Management does
     not expect on our results of operations or financial position.

NOTE 10   SUBSEQUENT EVENTS

     On April 11, 2005 the Company issued 10,000 common shares for consulting
     services valued at $ 19,000.


                                  12
<PAGE>

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

Highlights of 1st quarter, 2005
------------------------------------

     In the first quarter of 2005, Wizzard had several significant
accomplishments and successfully moved forward on many aspects of our business
plan.  Some of these accomplishments broken down by internal business group,
include:

               2005 Technology & Services Group Accomplishments

     The Technology & Services Group had its best revenue generating quarter
in company history with 125 new customers added in the first quarter of 2005.
Management believes this growth was due in large part to the addition of
AT&T's Natural Voices Server Edition product line in conjunction with the
solid execution of our marketing plan by the entire Technology & Services
Group.

     In the first quarter of 2005, the marketing department for Wizzard was
given the challenge of improving Wizzard's web site rankings for the most
popular search engines by the Technology & Services Group.  Due to the fact
that a large percentage of our customer leads are derived through our web
site, improving these rankings tends to have a direct effect on increasing
customer demand and lead generation for our speech technology sales.  To date,
this project has been successful and our rankings in search engine results in
the first quarter jumped dramatically with 7 of our main pages in the top 5
search results ranking, 11 of our pages in the top 10 and 20 of our pages in
the top 20 results.  Also, Wizzard's web site was added to IBM's Accessibility
center, vastly increasing our visibility and aiding our Technology & Services
customers with promotion of their accessibility products, a new service we
offer our customers which has been well received.

     The Technology & Services Group added new alert/broadcast customers in
the first quarter of 2005.  Alert/broadcasting is a customer trend which was
identified several months prior in the accessibility, education and government
fields.  Additionally, the Technology and Services Group continues to focus on
several key markets in ATMs, simulators and medical dictation.

          2005 New Products Group Accomplishments

     The New Products Group released a new version of VoiceNET which allows
users of a network to access their voice profile from any system on the
network.  Additionally, a new Drug Lexicon was released for the MedivoxRx
Technologies Talking Pill Bottle pharmacy solution and the New Products Group
made significant progress with new product creation for the Home Health Care
industry.

               2005 Solutions and Channels Group Accomplishments

     In the first quarter of 2005, in large part due to a telemarketing test
campaign, the Solutions and Channels Group signed multiple "Mom & Pop"
pharmacies and other healthcare related organizations to distribute Rex Home
Kits including Able Home Aides, Health One, AmeriPharm, Rx Consultants and
Oswald Pharmacy.  To support the launch of the product at each store,
promotions including press releases, local media relations and in-store
promotional materials were provided.  Our marketing department in conjunction
with the Solutions & Channels Group was successful in securing numerous high
profile articles with local, regional and national publications.

     Rex - The Talking Pill Bottle was also added to Wizzard's Quixtar
distribution channel this quarter when we opened our new "Talking Products"
Partner Store to positive response selling Home Kits within the first 24 hours
of the store opening.  The store opening was announced through a press
release, as well as a feature story on the Quixtar site.  Hundred's of
thousands of Quixtar Independent Business Operators can now earn money
marketing our Talking Pill Bottle to doctors, pharmacies and other health care
related businesses throughout North America.

     The Solutions & Channels Group made significant progress on adding
nationwide pharmacy accounts and national pharmacy distributors in the first
quarter and expects these results to show in the next two quarters as the
larger accounts tend to take time to close.

          2005 General & Administrative Accomplishments

     Management closed a subscription agreement by which three institutional
investors purchased $1.4M in unsecured debt from the Company. The subscription
agreement, including notes and warrants if fully exercised, will bring the
aggregate gross proceeds realized to approximately $3.96M for the Company.


     The Wizzard Internal System, which was created as an internal workflow
system to run a substantial portion of Wizzard's internal operations, was
updated and ten new modules were added in the first quarter of 2005 covering
e-commerce credit card processing, purchase order streamlining, order entry
and customer payment scheduling.  This system has already made our workers
more efficient and management believes that as we continue to improve the
processes and procedures of the system our employees will continue to increase
their productivity while at the same time the Company's controls and
oversights will improve for better compliance with Sarbanes-Oxley regulations.

     William McLay was hired as Chief Financial Officer and management
believes he will significantly contribute to Wizzard's operational efficiency
and future growth.

     The Company entered into a Letter of Intent to acquire Interim of
Wyoming, a home health care agency.  Phase I of our due diligence
investigation was completed and management believes the transaction will close
in the 2nd quarter of 2005.  However, the closing of this transaction is not
assured.

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

Three Months Ended March 31, 2005 and 2004.
-------------------------------------------

     During the quarterly period ended March 31, 2005, Wizzard recorded
revenues of $223,561, a 130.3% increase from revenues of $97,064 in the first
quarter of 2004.  The increase for the first quarter of 2005 was due primarily
to increased sales of AT&T and IBM runtimes.

     Cost of goods sold totaled $143,006 in the first quarter of 2005, versus
$78,612 in the first quarter of 2004.  This increase of approximately 81.9% is
attributed primarily to the increased volume of sales.  Wizzard posted a gross
profit of $80,555 in the first quarter of 2005, a 337% increase versus a gross
profit of $18,452 in the first quarter of 2004.

     In the quarter ended March 31, 2005, operating expenses totaled
$1,883,146 which was a 46.5% increase over operating expenses of $1,285,234 in
the first quarter of 2004 due in large part to a one time, non-cash impairment
of goodwill of $1,191,967 as a result of merging our Delaware subsidiary into
our Colorado corporation.  Continuing the break out of our operating expenses,
our selling expense in the first quarter of 2005 was $43,640 versus $69,481 in
2004.  Our general and administrative expenses were $502,053 in 2005 versus
$230,333 in 2004 due in part to $54,900 in non-cash consultant compensation,
and $48,372 in non-cash employee compensation as well as an increase in legal
fees from acquisition and financing related work.  The increase in our general
and administrative expenses was also partly due to the inclusion of Medivox'
general and administrative expenses.  Research and Development expenses were
$4,486 versus $0 in 2004.  In 2004 we had an expense of $160,420 for the re-
pricing of warrants which we did not incur in the first quarter of 2005.  Our
non cash expense for investor relations was $141,000 in the first quarter of
2005 versus $825,000 in the first quarter of 2004.

     In the quarter ended March 31, 2005, Wizzard incurred a non cash interest
expense of $1,400,000 for amortization of discount in conjunction with our
$1,400,000 note we sold to three separate institutional investors.  Total
interest expenses for the first quarter of 2005 were $1,413,206 versus $10,158
in the first quarter of 2004.

     Wizzard's net loss was $3,215,797, or $0.12 per share, in the quarter
ended March 31, 2005.  This represents a 152% increase from our net loss of
$1,276,940, or $0.06 per share, in the first quarter of 2004. This increase in
net loss is in large part attributed to two, one-time, non-cash expenses
mentioned above for the goodwill impaired as a result of the internal merger
of the Wizzard Delaware and Wizzard Colorado companies and the interest
incurred for the amortization of the discount on the warrants and note we sold
when closing $1.4M in unsecured debt.

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

     Cash on hand was $1,749,442 at March 31, 2005, an increase of $778,574
over the $970,868 on hand at December 31, 2004.  This change was due to cash
provided by financing activities.  For the three months ended March 31, 2005,
we received $1,400,000 when we closed a 5% convertible note subscription
agreement and $146,226 in proceeds from the exercise of warrants, and paid
$25,076 in notes payable to a related party.  Cash used in operations for the
three months ended March 31, 2005 was $210,709, a decrease of approximately
34.6% over the $322,179 cash used in operations for the three months ended
March 31, 2004.  Cash used in investing activities for the three months ended
March 31, 2005 consisted of $6,701 for the purchase of needed office equipment
updates.

     The Company used common stock to pay $244,272 in consulting, investor
relations and employee services during the three months ended March 31, 2005.
In so doing, we believe we have conserved Wizzard's cash liquidity for
operational purposes.

     The Company believes it is still in the early stages of the new and
developing speech technology market and estimates it will require
approximately $120,000 per month to maintain current operations.  The Company
has been successful over the past nine years in obtaining working capital and
will continue to seek to raise additional capital from time to time as needed
and until profitable operations can be established.

Looking Forward
---------------

Looking Forward   Technology and Services 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 and telephony products, on a worldwide basis.

     The Technology & Services 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 August.

     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 home
health care 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 sales 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 should increase significantly over the next
twelve months.

     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 an establishment may be
small, they still have to have handicapped parking and handicapped accessible
restrooms.  If an airline is offering an internet only special the question
now becomes, is the internet accessible to everyone?  How does a blind person
take advantage of an internet only special fare?  Speech technology can help
and we believe the market for speech technology, as an
accessibility/compliance providing technology, could be the defining market
for our business and what compels widespread adoption.

Looking Forward - Products and Channels Group (MedivoxRx Technologies)

     The Products and Channels Group plans to focus its near term future
efforts on Wizzard's newly acquired MedivoxRx business 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.  Currently, MedivoxRx is focusing its
efforts on marketing the retail Home Kits to individual and small chains of
pharmacies along with marketing its pharmacy solution to the national retail
pharmacy chains.  The initial efforts have show great promise with several
pharmacies purchasing and reselling our products in the first three months of
the campaign launch.  MedivoxRx has retained a telemarketing service and is
currently targeting the states of Illinois and Maryland with impressive
results in the early stages of the marketing campaign while at the same time
finalizing efforts with a national medical distributor to carry the product
nationwide.

     The Products and Channels Group will attend and speak at several
pharmaceutical and industry relevant trade shows to increase demand for the
Talking Pill Bottle.  In addition to the expanding sales efforts, MedivoxRx
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.

Looking Forward - General & Administrative

     In order to pursue acquisitions and fund operations in 2005, Wizzard sold
$1.4M in debt and continues to receive small investments through the exercise
of its warrants.  Wizzard plans to continue to work towards our quarterly
positive cash flow goal based on expanding revenues.  After nine years of
operating Wizzard, management confidently feels our funding methods and
efforts to become profitable will limit dilution for our shareholders and
allow for the funding of operations over the next 12 months.

Looking Forward - New Products Group

     The key emphasis for the future of computing is the creation of the
"simple and practical" user interface.  Wizzard believes that Speech
Technologies, applied properly, can be a major part of the future user
interface of technology.

     Business customers and general consumers now demand data manipulation,
personal entertainment and communications functions be integrated into a
single hand held device.  The Wizzard New Products Group is charged with
finding new ways to allow speech and telecommunications to work together.
Although speech technology is well entrenched in the Accessibility, Home
Health Care and Telemedicine fields, the Wizzard New Products Group will
continue to search for new, effective, and appropriate applications in these
areas. On the desktop and throughout the enterprise the New Products Group
continues to explore new directions to push the envelope towards specialized
speech interfaces for casual, corporate and medical purposes.

Looking Forward - Acquisition Strategy

     Wizzard's management feels that by adding speech technology to a
traditional product/industry, operating within traditional margins and
traditional valuations, it 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.  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 the above
mentioned increased valuation model can be applied:  Prescription Packaging
Industry, Corporate Pharmacies, Transcription Industry, Home Health Care
Agencies and the Call Center Industry.  Of all previously mentioned
industries, management feels that Home Health Care Agencies offers the most
compelling opportunity to demonstrate how speech can have a significant,
bottom-line impact on a business.

     Home Health Care Agencies

     In the medical industry, data integration gaps have been widening in
conjunction with an increase in paperwork which is driving up costs for all
health care providers.

     The industry goal is to make data integration easier on front and back
ends while reducing repetitive paperwork, and speech technology will play a
key role in both.  Home health care is a very profitable, fragmented, high
growth sector but, in terms of workflow, it is also the least standardized.

     Wizzard is focused on Home Health Care Agency acquisitions because we
have the specialized expertise needed to increase their operational efficiency
via speech technology applications that traditional IT providers lack.  Long-
term, the speech-enhanced solutions we build for agencies in home health care
can be quickly adopted by the rest of the home health industry as well as the
entire medical industry.

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 software
industry, the development of products that may be superior to the products
offered by the Company, demand for financial services, 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 principles,
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.
         ------------------------

     Material Weakness - We maintain disclosure controls and procedures
designed to ensure that financial information required to be disclosed in our
reports filed under the Securities Exchange Act of 1934, as amended (the
"Exchange  Act"), is recorded, processed, summarized, and reported within the
required time periods, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow for timely decisions
regarding disclosure.

     In connection with the completion of its audit of, and the issuance of
its report on, our consolidated financial statements for the year ended
December 31, 2004, Gregory & Eldredge, LLC identified deficiencies that
existed in the design or operation of our internal control over financial
reporting that it considered to be "material weaknesses."  The Public Company
Accounting Oversight Board had defined a material weakness as a "significant
deficiency or combination of significant deficiencies that results in more
than a remote likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected."

     The material weakness identified relate to:

     * the lack of sufficient knowledge and experience among the internal
accounting personnel regarding the application of US GAAP and SEC
requirements;

     * insufficient written policies and procedures for accounting and
financial reporting with respect to the current requirements and application
of US GAAP and SEC disclosure requirements; and

     * segregation of duties, in that we had only one person performing all
accounting-related duties.

     We believe that this material weakness has existed from the Company's
inception, although it was only brought to light in connection with the
relatively new requirement that management present its assessment of the
effectiveness of its internal controls under Section 404 of the Sarbanes-Oxley
Act of 2002.

     As required by Rule 13a-15(b) of the Securities and Exchange Commission,
and as of the end of the period covered by this Report, we carried out an
evaluation under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, or the
persons performing similar functions, of the effectiveness of the design and
operation of our disclosure controls and procedures as of March 31, 2005.
Based on this evaluation, our President/Treasurer has concluded that the
Company's controls and procedures as of March 31, 2005, are not effective.
This is management's conclusion, despite the compensating control provided by
the significant day-to-day involvement of the Company's Chief Executive
Officer in all aspects of the Company's operations in a small company
atmosphere, and the Company's engagement of an outside professional with
sufficient expertise in the application of US GAAP and SEC requirements.

     The significant day-to-day involvement of our Chief Executive Officer
includes:

     * his approval of all new hires and all Company purchases over the amount
of $500;

     * the requirement that all checks over the amount of $2,500 bear two
signatures, one of which must be the Chief Executive Officer's signature;

     * his approval of all transactions requiring credit approval; and

     * his involvement in the analysis and approval of all acquisitions and
dispositions of assets.

These policies have been in place since Wizzard's inception.

     The outside accounting professional was engaged during the first quarter
of 2005 to advise the Company in the preparation of its financial statements
and Form 10-KSB for the calendar year ended December 31, 2004.  This outside
professional has significant expertise in the application of US GAAP and SEC
requirements, which has compensated for the lack of such expertise within the
Company prior to the hiring of our new Chief Financial Officer, as discussed
below.  The fees for the outside professional's services have totaled
approximately $825.  This professional is not associated with our independent
public accounting firm.

     The Company will continue to monitor, assess and work to improve the
effectiveness of our internal control procedures related to internal controls,
financial reporting and certain entity-wide controls related to corporate
governance in order to comply with Section 404 of the Sarbanes Oxley Act of
2002.

     We believe that each of these material weaknesses existed at March 31,
2005.

     There have been the following changes in our internal control over
financial reporting during our last fiscal quarter ended March 31, 2005, that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting:

     * the hiring of William F. McLay as our Chief Financial Officer on April
4, 2005, and the education of Messrs. Spencer and Geronian and our accounting
staff about GAAP and Securities and Exchange Commission requirements;

     * we updated and added 10 new modules to our internal workflow system to
cover e-commerce credit card processing, purchase order streamlining, order
entry and customer payment scheduling.  This system has already made our
workers more efficient and management believes that as we continue to improve
the processes and procedures of the system our employees will continue to
increase their productivity while at the same time the Company's controls and
oversights will improve for better compliance with Sarbanes-Oxley regulations.
This system provides a platform for us to determine where we should undertake
additional segregation of duties among our employees and for determining how
we can otherwise improve our disclosure controls and procedures; and

      * the segregation of accounting duties that had formerly been performed
by one person among three persons, including Mr. McLay.  As we continue to
incorporate written policies and procedures for accounting and financial
reporting, we will continue to implement additional segregation of duties.

     We believe that these steps have fully addressed the first material
weakness identified above.  Under the supervision of Mr. McLay, we are
actively working on implementing written policies and procedures that will
fully address the second material weakness, which we believe still exists.  We
expect that this process may take up to 12 months.  As we continue to refine
our internal workflow system and our written policies and procedures, we
believe that we will identify other areas in which we can further segregate
our employees' duties.  Although we have taken significant steps to address
this material weakness, we believe that it will continue to exist until we
have fully addressed the written policies and procedures material weakness.

     The principal cost associated with our remediation of these material
weaknesses has been the hiring of Mr. McLay, whose annual compensation totals
approximately $100,000.  The other remedial actions are being undertaken as
part of Mr. McLay's job description, or the job descriptions of other already
existing employees, which has not resulted in any additional increased costs.
During the next 12 months, we expect to retain outside consultants to advise
us and test our Sarbanes-Oxley compliance.  We expect that the cost of these
consultants will be approximately $50,000, and that our cash on hand will be
sufficient to pay this expense.  This figure is in addition to the amount that
we have paid to the outside professional to assist with the preparation of our
financial statements and Form 10-KSB for the calendar year ended December 31,
2004.  Mr. McLay, who was hired as our Chief Financial Officer in April, 2005,
has assumed the duties that had been performed by this professional.


                   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 March 31, 2005, 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>

Bruce Phifer          2-11-05          5,000          Services valued at
                                                       $12,200

Arthur Douglas        2-15-05         60,000          Consulting services
& Associates                                          valued at $141,000

</TABLE>

     On February 8, 2005, we closed a Subscription Agreement by which
three institutional investors (collectively, the "Subscribers") purchased:

     *  5% convertible promissory notes having a total principal amount of
$1,400,000, convertible into 933,333 shares of the Company's common stock at a
price of $1.50 per share;

     *  Class A Warrants to purchase a total of 466,667 shares of common stock
at a price of $2.50 per share, exercisable for three years; and

     *  Class B Warrants to purchase a total of 933,334 shares of common stock
at a price of $1.50 per share, exercisable until 150 days after the effective
date of the Registration Statement described below.

     Pursuant to the terms of the Subscription Agreement, on March 31, 2005,
we filed with the Securities and Exchange Commission (the "Commission") a
Registration Statement on Form SB-2 providing for the registration of all
shares issuable upon conversion of the promissory notes and the warrants.  As
of the date of this Report, the Commission has not yet declared the
Registration Statement effective.  On February 9, 2005, we filed with the
Commission a Current Report on Form 8-K disclosing the terms of the
Subscription Agreement.  See Part II, Item 6 of this Report.

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 March 18, 2005, we executed a Letter of Intent regarding the
acquisition of all of the assets of Interim Health Care of Wyoming, Inc., a
Wyoming corporation ("Interim").  As of the date of this Report, we have not
entered into any definitive agreement with Interim, and we can not provide any
assurance that the potential acquisition will be completed.  We filed a
Current Report on Form 8-K with respect to this matter on March 22, 2005.  See
Part II, Item 6 of this Report.

     On April 4, 2005, which is subsequent to the period covered by this
Report, our Board of Directors unanimously consented to the appointment of
William F. McLay as our Chief Financial Officer, to serve in that capacity
until the next annual meeting of our Board of Directors or his prior
resignation or termination.  We filed a Current Report on Form 8-K with
respect to this matter on May 4, 2005.  See Part II, Item 6 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 dated February 8, 2005, and filed with the Commission
on February 9, 2005, regarding Subscription Agreement with three institutional
investors.*

     8-K Current Report dated March 18, 2005, and filed with the Commission on
March 22, 2005, regarding Letter of Intent with Interim.*

     8-K Current Report dated April 4, 2005, and filed with the Commission on
May 4, 2005, regarding the appointment of William F. McLay as our Chief
Financial Officer.*

     * Summaries of these Current Reports are modified in their entirety by
reference thereto.  These documents and related exhibits have previously been
filed with the Commission and are incorporated herein by reference.

<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: 8/11/05                               /s/ Christopher J. Spencer
      --------                             ---------------------------
                                           Christopher J. Spencer, Director,
                                           CEO, President and Treasurer

Date: 8/12/05                               /s/ Armen Geronian
      --------                             -------------------
                                           Armen Geronian, Director
                                           Secretary

Date: 8/15/05                               /s/ Gordon Berry
      --------                             -----------------
                                           Gordon Berry, Director

Date: 8/12/05                               /s/ Alan Costilo
      --------                             -----------------
                                           Alan Costilo, Director