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 March 31, 2002
                           --------------

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

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

                 Commission File No.   333-69415
                                       ---------

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

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

                          424 Gold Way
                 Pittsburgh, Pennsylvania 15213
                 ------------------------------
             (Address of Principal Executive Offices)

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

     Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

     (1)   Yes  X    No            (2)   Yes  X    No
               ---      ---                  ---      ---


               (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                       DURING THE PAST 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:

                              March 31, 2002

                          Common - 17,132,151 shares

                    DOCUMENTS INCORPORATED BY REFERENCE

                              NONE.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---

                  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
reviewed by independent auditors 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, 2002



<PAGE>



                 WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY



                                   CONTENTS

                                                                 PAGE


- Unaudited Condensed Consolidated Balance Sheet,
    March 31, 2002                                                2

- Unaudited Condensed Consolidated Statements of
    Operations, for the three months ended
    March 31, 2002 and 2001                                       3

- Unaudited Condensed Consolidated Statements of Cash
    Flows, for the three months ended March 31, 2002
    and 2001                                                      4

- Notes to Unaudited Condensed Consolidated Financial
    Statements                                               5 - 10



<PAGE>

<TABLE>
<CAPTION>

                 WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY

                UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

                                    ASSETS

                                                               March 31,
                                                                 2002

<S>                                                          <C>

CURRENT ASSETS:

     Cash in bank                                            $     24,685
     Accounts receivable                                            6,800
     Inventory                                                     27,314
     Prepaid Expenses                                              17,660
                                                             ------------
      Total Current Assets                                         76,459
                                                             ------------
PROPERTY & EQUIPMENT, net                                         126,043
                                                             ------------
OTHER ASSETS:
     Intangible assets, net                                       476,504
     Deposits                                                       2,000
                                                             ------------
      Total Other Assets                                          478,504
                                                             ------------
                                                             $    681,006
                                                             ============
                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:

     Accounts payable                                        $     75,525
     Accrued expenses                                              74,855
     Notes payable - related party                                 96,145
                                                             ------------
      Total current liabilities                                   246,525
                                                             ------------
CONVERTIBLE NOTE PAYABLE                                          235,000
                                                             ------------
      Total liabilities                                           481,525
                                                             ------------
NON-CONTROLLING INTEREST IN SUBSIDIARY                                  -
                                                             ------------
STOCKHOLDERS' EQUITY:

     Preferred stock, $.001 par value, 1,000,000 shares
      authorized, no shares issued and outstanding                     -
     Common stock, $.001 par value, 100,000,000 shares
      authorized, 17,132,151 shares issued and outstanding         17,132
     Capital in excess of par value                             4,909,137
     Retained Deficit                                          (4,726,788)
                                                             ------------
      Total Stockholders' Equity                                  199,481
                                                             ------------
                                                             $    681,006
                                                             ============
</TABLE>

The accompanying notes are an integral part of this unaudited condensed
consolidated financial statement.
                                2
<PAGE>

<TABLE>
<CAPTION>

                 WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY

          UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                        For the Three
                                                        Months Ended
                                                          March 31,
                                                      2002        2001

<S>                                               <C>         <C>
SALES, net of returns and allowances              $ 54,614       $  20,792

COST OF GOOD SOLD                                   35,334           8,487
                                                  --------       ---------
GROSS PROFIT                                        19,280          12,305
                                                  --------       ---------
OPERATING EXPENSES:
Selling expenses                                     1,974          19,164
General and administrative                         156,696         204,621
                                                  --------       ---------
 Total Operating Expenses                          158,670         223,785
                                                  --------       ---------
LOSS FROM OPERATIONS                              (139,390)       (211,480)

OTHER INCOME (EXPENSE):
  Other income                                           -           1,917
  Other expense                                     (5,104)        (17,815)
                                                  --------       ---------
Total Other Income (Expense)                        (5,104)        (15,898)
                                                  --------       ---------
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME
TAXES                                             (144,494)       (227,378)

CURRENT TAX EXPENSE                                      -               -

DEFERRED TAX EXPENSE                                     -               -
                                                 ---------       ---------
NET LOSS                                         $(144,494)      $(227,378)
                                                 ---------       ---------
LOSS PER COMMON SHARE                            $    (.01)      $    (.02)
                                                 ---------       ---------
</TABLE>
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
                                3
<PAGE>
<TABLE>
<CAPTION>

                 WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY

          UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                      For the Three
                                                      Months Ended
                                                        March 31,
                                                   2002           2001
<S>                                             <C>            <C>
Cash Flows from Operating Activities:
 Net loss                                       $ (144,494)    $    (227,378)
 Adjustments to reconcile net loss
 to net cash used by operating activities:
  Depreciation and amortization expense             38,329            10,581
  Non-cash expenses                                  8,550                 -
  Change in assets and liabilities:
    (Increase) in accounts receivable               (4,800)          (37,371)
    Decrease in Inventory                            1,227             2,137
    Decrease in prepaid expenses                     1,757                 -
    Increase (Decrease) in accounts payable
     and accrued expense                            26,636           (16,697)
                                                ----------     -------------
      Net Cash Provided (Used)
       by Operating Activities                     (72,795)         (268,728)

Cash Flows from Investing Activities:
     Purchase of property & equipment               (2,565)          (26,710)
     Increase in notes receivable                        -           (29,917)
                                                ----------     -------------
       Net Cash (Used) by Investing Activities      (2,565)          (56,627)
                                                ----------     -------------
Cash Flows from Financing Activities:
     Issuance of common stock                            -           360,000
     Advances from investors                             -            65,000
     Payments on long-term obligation                    -          (255,000)
     Proceeds from note payable
      - related party                               71,069                 -
                                                ----------     -------------
   Net Cash Provided by Financing Activities        71,069           170,000

                                                ----------     -------------
Net Increase (Decrease) in Cash                     (4,291)         (155,355)

Cash at Beginning of Period                         28,976           225,143
                                                ----------     -------------
Cash at End of Period                           $   24,685     $      69,788
                                                ==========     =============
Supplemental Disclosures of
 Cash Flow Information:
     Cash paid during the periods for:
       Interest                                 $       -      $          -
       Income taxes                             $       -      $          -
</TABLE>
Supplemental Schedule of Noncash Investing and Financing Activities:

For the three months ended March 31, 2002:

The Company issued 19,067 restricted shares of common stock for services
rendered valued at $8,550.

For the three months ended March 31, 2001:

The Company issued 531,000 shares of common stock for cash of $360,000 and
investor advances of $171,000, net of deferred stock offering cost of $66,527.

The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
                                4
<PAGE>



                  WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY
                       (Formerly Balanced Living, Inc.)

        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. 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.

  Wizzard Software Corp. [Subsidiary], was incorporated on February 29,
  1996 under the laws of the State of Delaware.  The Company engages
  primarily in the development, sale, and service of custom and packaged
  computer software products.

  On February 7, 2001, the Company completed the Plan of Reorganization
  and Stock Exchange agreement, wherein, Parent acquired 96% of the
  common stock of the Subsidiary.   The merger was accounted for as a
  recapitalization of the Subsidiary, wherein Subsidiary became a 96%
  owned subsidiary of the Parent.

  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.

  Consolidation - The financial statements presented reflect the accounts of
  Wizzard Software Corporation, Wizzard Software Corp., and Speech Systems,
  Inc. as of March 31, 2002.  All significant inter-company transactions
  between the parent and subsidiary have been eliminated in consolidation.

  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, 2002 and 2001 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, 2001 audited financial statements.  The results of operations for the
  periods ended March 31, 2002 and 2001 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 March 31, 2002, the Company had no
  uninsured cash balances.

  Inventory - Inventory consists of $27,314 in raw materials at March 31,
  2002 and is carried at the lower of cost or market on a First in First out
  basis.

  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 thirtynine years.

  Intangible assets - Intangible assets consist of the rights, interest,
  title patents, trademarks 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 are being amortized over two to five years on a
  straight-line basis.
                                5
<PAGE>
           WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY

    NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   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, 2002.

   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, "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 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 March 31, 2002
   amounted to $0. 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
   $42,500 and $0 at March 31, 2002 and 2001, respectively.

   Loss Per Share - The Company computes loss per share in accordance with
   Statement of Financial Accounting Standards (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).
                                6
<PAGE>
           WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY

    NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

   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. 140, "Accounting for Transfers and
   Servicing of Financial Assets and Extinguishments of Liabilities   a
   replacement of FASB Statement No. 125", SFAS No. 141, "Business
   Combinations", SFAS No. 143, "Accounting for Asset Retirement Obligations",
   and SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
   Assets", were recently issued.  If SFAS 144 had been applied to all
   periods presented, the company believes their effect on the financial
   statements would not have been significant.  SFAS No. 140, 141 and 143
   have no current applicability to the Company or their effect on the
   financial statements would not have been significant.

NOTE 2 - INTANGIBLES

   The Company has classified its intangible assets as a definite-life
   intangible asset and is amortizing them on a straight-line basis over
   two to five years.  During the three months ended March 31, 2002, the
   Company completed its initial test of intangible assets for impairment
   in accordance with SFAS No. 142. The Company used the estimated future
   cash flows to test the remaining intangible assets for impairment and
   determined that the Company's intangible assets were not impaired.
   Amortization expense of $28,697 and $1,930 was recorded for the periods
   ended March 31, 2002 and 2001, respectively and has been included in cost
of goods
   sold.

   The following is a summary of intangibles at March 31, 2002:
                                                        Life   March 31, 2002
                                                       _____   ____________
     Active X Voice Tools Software                    5 years   $   500,000
     Trademarks, patents, website registrations  2 to 5 years        10,772
     Memorandum of Understanding                      5 years        66,227
                                                               ____________
                                                                    576,999
     Accumulated amortization                                      (100,495)
                                                               ____________
     Intangibles, net                                          $    476,504
                                                               ____________

  The remaining estimated aggregate amortization expense at March 31, 2002
  for next five years is as follows:
        2002                                       $   86,371
        2003                                          114,982
        2004                                          114,898
        2005                                          114,171
        2006                                           46,082
                                                 ____________
                                                 $    476,504
                                                 ____________
                                7
<PAGE>
    WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY

    NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - PROPERTY & EQUIPMENT

  The following is a summary of property and equipment:
                                                      March 31, 2002
                                                       ____________

       Furniture, fixtures and equipment               $    203,506
       Leasehold improvements                                36,482
       Software                                              39,202
                                                       ____________
                                                            279,190
       Accumulated Deprecation                             (153,147)
                                                       ____________
       Property & Equipment, net                       $    126,043
                                                       ____________

  Depreciation expense for the three months ended March 31, 2002 and 2001
  was $9,632 and $9,849, respectively.

NOTE 4 - NOTES PAYABLE

  Convertible Note Payable - On September 14, 2001, the Company sold a
  Series 2001-A 8% convertible note 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 lessor 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 register
  as of March 15, 2002 the Company will owe a penalty of $7,500 and
  $10,000 for every month thereafter, accordingly the Company has included
  $7,500 in accounts payable for penalties on the Note at March 31, 2002.
  As of March 31, 2002, the balance of the note is $235,000 with related
  accrued interest payable of $10,199.

  Related Party Note 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, 2002, a balance
  of $25,076 remained outstanding on the note with related accrued
  interest of $913.

  During the three months ended March 31, 2002, the Company borrowed from
  two shareholders of the Company's $44,500 and $26,569, respectively.  These
  notes are payable on demand and accrue interest at a rate of prime plus
  1%.  Subsequent to the three months ended March 31, 2002 the Company
  borrowed and additional $30,849 from the shareholder.

NOTE 5 - CAPITAL STOCK

  Preferred Stock - The Company has authorized 10,000,000 shares of
  preferred stock, $.001 par value. As of March 31, 2002, no shares
  were issued and outstanding.
                                8
<PAGE>
    WIZZARD SOFTWARE CORPORATIONAND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - CAPITAL STOCK [Continued]

  Common Stock - During the three months ended March 31, 2002, the Company
  issued 19,067 restricted shares of the Company's common stock at $.36 to
  $.66 per share, for consulting services valued at $8,580. The restricted
  stock issued was valued at the closing bid less 50% attributable to the
  transferability restrictions of the stock.

  In connection with the private placement of 671,500 shares of common
  stock issued during 2001, the Company is recording a 1% penalty per
  month, beginning November 26, 2001, for delays in the effectiveness of
  registering said shares.   As of March 31, 2002 the Company has included
  $33,575 in accounts payable said penalties

  Warrants   As of March 31, 2002, the Company had outstanding 1,788,076
  warrants to purchase shares of common stock at $.25 to $2.00 expiring at
  various times through May 30, 2006. During the three months ended March
  31, 2002, no warrants were granted, exercised, forfeited, or cancelled.

NOTE 6 - LOSS PER 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 Months Ended
                                                        March 31,
                                               _____________________________
                                                   2002             2001
                                               ____________     ____________

     Loss from continuing operations available
     to common Shareholders (numerator)        $   (144,494)    $   (227,378)
                                               ____________     ____________
     Weighted average number of common shares
     outstanding during the period used in per
     share calculations (denominator)            17,121,865       14,865,425
                                               ____________     ____________

  At March 31, 2002, the Company had 1,788,076 warrants outstanding to
  purchase common stock of the Company at $.25 to $2.00 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.

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, 2002 operating loss carryforwards of
  approximately $4,200,000 which may be applied against future taxable
  income and which expires in various years through 2022.
                                9
<PAGE>

                WIZZARD SOFTWARE CORPORATIONAND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - INCOME TAXES [ Continued]

  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 $1,430,000 as of March 31, 2002, with an offsetting
  valuation allowance of the same amount. The change in the valuation
  allowance for the period ended March 31, 2002 is approximately $30,000.


NOTE 8 - 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.

NOTE 9 - SUBSEQUENT EVENTS

  Subsequent to the three months ended March 31, 2002 the Company borrowed
  an additional $30,849 from a shareholder.  The note is payable on
  demand and accrue interest at a rate of prime plus 1%.
                                10
<PAGE>
Item 2.   Management's Discussion and Analysis or Plan of Operation.
          ----------------------------------------------------------

Plan of Operation.
------------------

     Over the next 12 months we plan to continue on our new business
direction focusing our efforts on speech recognition programmers and
businesses interested in incorporating and utilizing speech recognition in
their companies.  We plan to continue to expand our efforts in attracting
speech recognition programmers and companies to use our VoiceTools as well as
our customized programming and consulting services through the leads we
generate by distributing our Voice Tools product as a free 30 day trial.
Currently, our Voice Tools have been downloaded 40,000 times through linking
agreements we have with CNET, Microsoft, IBM, and ZDnet as well as through
sponsored links on most popular search engines such as AOL, MSN, YAHOO,
Google, Excite, Lycos, etc.

     We plan to grow our revenues after years of operating as a development
company through:

     *     The expansion of our distribution of our Voice Tools;

     *     Acquiring more consulting contracts via our leads generated by the
           Voice Tools;

     *     Acquiring more custom development contracts via our consulting
           division;

     *     Growing marketing efforts for our EnvoxDevelopers.com joint
           venture; and

     *     Cross selling our Voice Tools, Runtime Speech Engines, Desktop
           Consulting Packages, Technical Support Packages and Commercial
           Distribution Licenses to the customers generated by leads through
           the download of our Voice Tools.

     In order to fund operations the company plans to raise up to $2.0M in
equity capital.  Management feels this will be sufficient to cover intended
operations until cash flow reaches a level where the company can fund
operation internally.  We plan to conduct a private placement of our stock but
we can not guarantee that we will be successful in these efforts.  In
addition, we have to get Maricopa's consent if we want to sell over 500,000
shares in any one quarter.  We can not assure you that Maricopa will consent.
If it does not, we may not be able to raise sufficient funds to proceed with
our plan of operations.

     Currently, we require approximately $65,000 per month to stay in
operation.  This is less than the $83,000 net cash used by operating
activities in 2001, principally due to a reduction in the number of employees
and related expenses.

     Our Independent Auditor's Report contains a "going concern"
qualification because we have not yet established profitable operations, have
incurred significant losses since our inception, our current liabilities
exceed our current assets at the time of their report and we had a
stockholders' deficit at the time of their report.  We still have yet to
establish profitable operations and have and continue to incur losses on our
operations, along with not having sufficient cash on hand for intended
operations for the next 12 months.

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

First Quarter 2002 Compared to First Quarter 2001
-------------------------------------------------

     During the first quarter of 2002, the Company recorded revenues of
$54,614, a 150% increase from $20,792 for the first quarter of 2001. The
increase in Q1 2002 was due in large part to the first licensing of the
Company's MedBuilder Toolkit to a major U.S. military hospital.

     During the first quarter of 2002, the Company recorded total operating
expenses of $148,957, a 33% decrease from $223,785 for Q1 2001.  The company
attributes this decrease directly to the afore mentioned change in customer
focus from marketing its IVA product to the consumer market to marketing new
products and services to software programmers and businesses.  Additionally,
the company reduced its sales staff and sales efforts during the
reorganization and acquisition periods.  This reduction in selling expenses
was a planned event by management in its efforts to decrease costs and focus
on potentially more profitable segments of the speech industry.

     During the first quarter of 2002, the Company reduced its loss per common
share by 100% from .02 per share in Q1 2001 to .01 per share in Q1 2002.

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

     At the end of the first quarter in 2002, the Company had cash of $24,685,
a decrease of $45,103 from the first quarter of 2001.  Management does not
believe this level of capital is sufficient to fund ongoing operations and
plans to issue common stock to raise capital to cover ongoing operations as it
has been doing successfully for several years.  There is no guarantee the
company will be successful in raising additional funds.

     During the first quarter of 2002, the Company used $72,795 in net cash
for operations versus $268,728 a year ago.  This was due to a reduction in
operational expenses as well as the ability for the company to use its stock
to pay for services.

     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" 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
casino 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
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.

                   PART II - OTHER INFORMATION

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

          None; not applicable.

Item 2.   Changes in Securities and Use of Proceeds.
          ------------------------------------------

          During the quarterly period ended March 31, 2002, the Company issued
a total of 19,067 "unregistered" and "restricted" shares of common stock to
its legal counsel, Leonard W. Burningham, Esq., in consideration of legal
services valued at $8,580.  The shares were valued at 50% of the closing bid
price of the Company's common stock; these prices ranged from $0.36 per share
to $0.66 per share.

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.
          ------------------

          None; not applicable.

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

          (a)  Exhibits.

               Annual Report for the year ended December 31, 2001.*

          (b)  Reports on Form 8-K.

               None.

         *Incorporated herein by reference.

                            SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                         WIZZARD SOFTWARE CORPORATION

Date: 5/20/02                            By/s/Christopher J. Spencer
      --------                             ---------------------------
                                           Christopher J. Spencer, Director,
                                           CEO, President and Treasurer

Date: 5/20/02                            By/s/Armen Geronian
      --------                             ------------------------
                                           Armen Geronian, Director
                                           Secretary

Date: 5/20/02                            By/s/Gordon Berry
      --------                             ------------------------
                                           Gordon Berry, Director