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 September 30, 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 Boulevard, Suite 770
                   Pittsburgh, Pennsylvania 15213
                   ------------------------------
             (Address of Principal Executive Offices)

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

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant 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
         ---     ---                        ---     ---

Indicate by check mark whether the Registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).  Yes     No X
                                        ---    ---


  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:

                          September 30, 2005
                       Common   28,219,894 shares

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
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.

          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

      UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                        SEPTEMBER 30, 2005

<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES




                             CONTENTS

                                                                       PAGE


        Unaudited Condensed Consolidated Balance Sheet,
             September 30, 2005                                         F-2


        Unaudited Condensed Consolidated Statements of
             Operations, for the three and nine months ended
          September 30, 2005 and 2004                                   F-3


        Unaudited Condensed Consolidated Statements of Cash
             Flows, for the nine months ended September 30, 2005
             and 2004                                             F-4 - F-5

        Notes to Unaudited Condensed Consolidated Financial
             Statements                                          F-6 - F-17

<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

          UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

                              ASSETS
                                                       September 30, 2005
                                                       __________________
CURRENT ASSETS:
        Cash                                           $          466,106
        Accounts receivable, net                                  427,502
        Inventories                                                76,916
        Prepaid expenses                                           14,889
                                                       __________________
          Total Current Assets                                    985,413
                                                       __________________
PROPERTY & EQUIPMENT, net                                         266,679
                                                       __________________
OTHER ASSETS:
        Goodwill                                                  896,570
        Deposits                                                    5,582
                                                       __________________
          Total Other Assets                                      902,152
                                                       __________________
                                                       $        2,154,244
                                                       __________________
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
        Accounts payable                               $          349,629
        Accrued expenses                                          118,163
        Note payable                                              246,530
        Convertible notes payable                               1,185,000
        Current portion of capital lease obligation                34,637
                                                       __________________
          Total Current Liabilities                             1,933,959
                                                       __________________
LONG-TERM DEBT:
        Convertible note payable                                   25,000
        Capital lease obligation, less current portion            128,269
        Deferred revenue                                           39,514
                                                       __________________
          Total Liabilities                                     2,126,742
                                                       __________________
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, 28,219,894 shares issued
          and outstanding                                          28,220
        Capital in excess of par value                         18,806,307
        Accumulated deficit                                   (18,807,025)
                                                      ___________________
        Total Stockholders' Equity                                 27,502
                                                      ___________________
                                                      $         2,154,244
                                                      ___________________

The accompanying notes are an integral part of this unaudited condensed
consolidated financial statement.
                               F-2
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                      For the Three         For the Nine
                                      Months Ended          Months Ended
                                      September 30,         September 30,
                                  ____________________  ____________________
                                     2005       2004     2005          2004
                                  _________  _________  _________  _________
NET REVENUES:
  Software                        $ 200,395  $ 180,686  $ 715,479  $ 388,770
  Healthcare                        169,319          -    169,319          -
                                  _________  _________  _________  _________
        Total Net Revenues          369,714    180,686    884,798    388,770
                                  _________  _________  _________  _________
COST OF SALES:
  Software                           88,846    114,477    372,507    307,827
  Healthcare                        101,959          -    101,959          -
                                  _________  _________  _________  _________
        Total Cost of Sales         190,805    114,477    474,466    307,827
                                  _________  _________  _________  _________

GROSS PROFIT                        178,909     66,209    410,332     80,943
                                  _________  _________  _________  _________
EXPENSES:
  General and administrative      1,365,927  1,335,068  2,647,378  3,461,942
  Selling                           162,939     74,967    342,448    211,801
  Research and development           22,400     17,265     55,689     50,265
  Impairment of goodwill                  -          -  1,191,967          -
                                  _________  _________  _________  _________
        Total Expenses            1,551,266  1,427,300  4,237,482  3,724,008
                                  _________  _________  _________  _________

LOSS BEFORE OTHER INCOME
(EXPENSE)                        (1,372,357)(1,361,091)(3,827,150)(3,643,065)
                                  _________  _________  _________  _________

OTHER INCOME (EXPENSE):
  Interest income                     3,581          -      3,581          -
  Interest expense                  (55,001)    (3,154)(1,507,066)   (48,398)
  Loss on sale of fixed assets       (4,520)         -     (4,520)         -
  Loss on abandoned leaseholds            -          -          -    (30,869)
                                  _________  _________  _________  _________
        Total Other Income
        (Expense)                   (55,940)    (3,154)(1,508,005)   (79,267)
                                  _________  _________  _________  _________

LOSS BEFORE INCOME TAXES         (1,428,297)(1,364,245)(5,335,155)(3,722,332)

CURRENT TAX EXPENSE                       -          -          -          -

DEFERRED TAX EXPENSE                      -          -          -          -
                                  _________  _________  _________  _________

NET LOSS                        $(1,428,297)(1,364,245)(5,335,155)(3,722,332)
                                  _________  _________  _________  _________

BASIC AND DILUTED LOSS
  PER COMMON SHARE              $      (.05) $    (.05) $    (.19) $    (.15)
                                  _________  _________  _________  _________

BASIC AND DILUTED WEIGHTED
  AVERAGE SHARES                 27,783,145 25,542,386 27,294,294 24,439,267
                                 __________ __________ __________ __________

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

    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                          For the Nine
                                                          Months Ended
                                                          September 30,
                                                    ______________________
                                                     2005            2004
                                                    __________ ___________
Cash Flows from Operating Activities:
  Net loss                                         $(5,335,155)$(3,722,332)
  Adjustments to reconcile net loss to net cash
  used by operating activities:
    Amortization of discounts on note payable        1,400,000           -
    Common stock issued for consulting and
    investor relations services                      1,504,621   2,403,679
    Compensation for extension and repricing of
    warrants                                                 -     160,420
    Depreciation and amortization expense               27,497     110,848
    Impairment of goodwill                           1,191,967           -
    Loss on abandoned leasehold improvements                 -      30,869
    Changes in assets and liabilities:
      Restricted cash                                        -     (51,163)
      Accounts receivable                              (19,097)    (31,029)
      Inventories                                       10,908     (23,202)
      Prepaid expense                                   53,848      (3,906)
      Deposits                                           2,542      (3,672)
      Accounts payable and accrued expense             166,309      46,480
                                                    __________  __________
        Net Cash (Used) by Operating Activities       (996,560) (1,083,008)
                                                    __________  __________
Cash Flows from Investing Activities:
  Purchase of property & equipment                     (20,371)    (32,683)
  Proceeds from sale of property & equipment             3,000           -
  Proceeds from issuance of note receivable                  -     (20,000)
  Acquisition of Interim                              (483,347)          -
                                                    __________  __________
        Net Cash (Used) by Investing Activities       (500,718)    (52,683)
                                                    __________  __________
Cash Flows from Financing Activities:
  Proceeds from issuance of common stock               146,228   1,935,959
  Payment of stock offering cost                             -    (127,283)
  Proceeds from long-term obligation                 1,400,000           -
  Payments on note payable - related party             (25,076)          -
  Payments on note payable                              (3,470)          -
                                                     _________  __________
        Net Cash Provided by Financing Activities    1,517,682   1,808,676
                                                     _________  __________
Net Increase in Cash                                    20,404     672,985

Cash at Beginning of Period                            445,702      53,544
                                                    __________  __________
Cash at End of Period                               $  466,106  $  726,529
                                                    __________  __________
Supplemental Disclosures of Cash Flow Information:
 Cash paid during the periods for:
    Interest                                        $    6,477  $    5,000
    Income taxes                                    $        -  $        -

Supplemental Schedule of Non-cash Investing and Financing Activities:
 For the nine months ended September 30, 2005:
  The Company issued 37,000 common shares valued at $72,874 for consulting
  services.

  The Company issued 30,750 common shares upon the exercise of options valued
  at $67,375 for consulting services.

  The Company issued 660,000 common shares valued at $1,316,000 for investor
  relations services.

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


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

    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                           (Continued)


 The Company issued 295,232 common shares upon conversion of $290,000 in
 principal and $2,848 in accrued interest on convertible notes payable.

 The Company issued 787,176 common shares to acquire the remaining 5%
 minority interest of WSC.

 The Company paid $518,000 and issued 201,045 common shares valued at
 $386,006 to acquire Interim wherein the Company acquired $34,653 in cash,
 $389,705 in accounts receivable, $1,130 in inventory, $177,478 in property &
 equipment, $896,570 in goodwill, $79,644 in accounts payable, $63,466 in
 accrued expenses, $250,000 in note payable, $162,906 in capital lease
 obligation, and $39,514 in deferred revenue.

For the nine months ended September 30, 2004:
 The Company recorded $160,420 in compensation for the re-pricing of 408,076
 warrants from $1.50 to $1.00 per share and extending the expiration date
 from January 1, 2004 to February 29, 2004.

 The Company issued 250,000 common shares for investor relations services
 valued at $1,157,400.

 The Parent recorded a $388,000 capital contribution as consulting expense
 for the issuance of 200,000 common shares of Wizzard Software Corp
 (Subsidiary).

 On April 23, 2004, the Company acquired MediVoxRx Technologies, Inc. through
 a triangular purchase wherein the Company's newly formed wholly owned
 subsidiary acquired the operations MediVoxRx Technologies through the
 Company issuing 150,035 common shares to acquire all of the issued and
 outstanding shares of MediVoxRx Technolgies, Inc.  As a result of the
 purchase, the Company recorded goodwill of $435,594 as the purchase price of
 $537,125 exceed the $101,531 net book value of the assets.  On July 9, 2004,
 the Company issued 51,835 restricted common shares to the former
 stockholders upon Wizzard Merger Corp. receiving Federal Supply Schedule
 approval on the talking pill bottle and recorded additional goodwill of
 $88,119.

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

 The Company issued 212,689 common shares upon conversion of $97,500 of the
 8% convertible note payable and payment of related accrued interest payable
 of $47,837.

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

 The Company issued 271,167 common shares for consulting services valued at
 $779,841.

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


The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
                               F-5
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

  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 September 30, 2005 and 2004 and for the periods
 then ended have been made.  The accompanying unaudited condensed
 consolidated financial statements have been prepared in accordance with the
 instructions for Form 10-QSB of the Securities and Exchange Commission.
 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 September 30, 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. ["WSC"], wherein WSC 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,
 Parent purchased all of the issued and outstanding shares of Speech Systems,
 Inc. ["Speech"], a Florida corporation, in a transaction accounted for as a
 purchase.  On April 9, 2004, Parent organized Wizzard Merger Corp. ["WMC"],
 a New York corporation, to acquired and dissolve into the operations of
 MediVoxRx Technologies, Inc. ["MediVoxRx"], 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.  On
 September 8, 2005, Parent purchased all of the issued and outstanding shares
 of Interim Healthcare of Wyoming, Inc. ["Interim"], a Wyoming corporation,
 in a transaction accounted for as a purchase.  Interim engages primarily in
 providing healthcare services in Wyoming.

 Consolidation   The financial statements presented reflect the accounts of
 Parent, WSC, Speech, MediVoxRx, and Interim.  All significant inter-company
 transactions have been eliminated in consolidation.

 Cash and Cash Equivalents   At September 30, 2005, the Company had cash
 balances of $297,012 in excess of federally insured limits.

 Recent Accounting Pronouncements   Statement of Financial Accounting
 Standards ["SFAS"] No. 123 (revised 2004), "Share-Based Payment," was
 recently issued.  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.  As a small business issuer, the Company will be
 required to apply SFAS No. 123(R) as of the first interim or annual
 reporting period that begins after December 15, 2005.  Accordingly, the
 Company will adopt SFAS No. 123(R) in the first quarter of fiscal 2006 using
 the modified-prospective method.  Management does not expect the adoption of
 SFAS No. 123(R) to have a significant impact on the financial statements.
 If SFAS No. 123(R) had been applied during all periods presented, it would
 have had no effect on the financial statements.

                               F-6
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 Revenue Recognition   The Company recognizes revenue from providing
 healthcare services when the services are provided.

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 and has not
 yet been successful in establishing profitable operations.  Further, the
 Company has current liabilities in excess of current assets.  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 financial statements
 do not include any adjustments that might result from the outcome of these
 uncertainties.

NOTE 3   ACQUISITION OF INTERIM

 On September 8, 2005, Parent acquired Interim pursuant to a Stock Purchase
 Agreement signed September 8, 2005.  The agreement called for Parent to pay
 $518,000 and to issue 201,045 shares of common stock valued at $386,006 for
 100% of the outstanding stock of Interim.  The financial statements include
 the operations of Interim from September 8, 2005 through September 30, 2005.
 The Company acquired Interim with the intention of diversifying the
 Company's operations into other industries.

 The following unaudited proforma information summarizes the estimated fair
 values of the assets acquired and the liabilities assumed at September 8,
 2005 (purchase date):

       Cash                                            $            34,653
       Accounts receivable                                         389,705
       Inventory                                                     1,130
       Property & equipment                                        177,478
       Accounts payable                                            (79,644)
       Accrued expenses                                            (63,466)
       Note payable                                               (250,000)
       Capital lease obligation                                   (162,906)
       Deferred revenue                                            (39,514)
                                                              ____________
       Net estimated fair value of assets acquired                   7,436
       Goodwill                                                    896,570
                                                              ____________
       Purchase price                                         $    904,006
                                                              ____________
                               F-7
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3   ACQUISITION OF INTERIM (Continued)

  The following unaudited proforma information summarizes the estimated
  results of operations as if the acquisition had occurred at the beginning
  of the period presented:

                                      For the Three         For the Nine
                                      Months Ended          Months Ended
                                      September 30,         September 30,
                              _______________________ _______________________
                                   2005       2004          2005        2004
                              ___________ ___________ ___________ ___________
       Net revenues           $   748,652 $   180,686 $ 1,956,732 $   388,770
                              ___________ ___________ ___________ ___________
       Net loss               $(1,459,198)$(1,364,245)$(5,457,186)$(3,722,332)
                              ___________ ___________ ___________ ___________
       Loss per common share  $      (.05)$      (.05)$      (.20)$      (.15)
                              ___________ ___________ ___________ ___________

NOTE 4   INVENTORIES

  The following is a summary of inventories:
                                                    September 30, 2005
                                                       ____________

       Raw materials                                   $     72,203
       Finished goods                                        12,614
                                                       ____________
                                                             84,817
       Reserve for obsolete inventory                        (7,901)
                                                       ____________
                                Inventory, net         $     76,916
                                                       ____________

NOTE 5   PROPERTY & EQUIPMENT

  The following is a summary of property & equipment:

                                         Estimated Lives    September 30, 2004
                                         ____________       ____________

       Furniture, fixtures and equipment  2-10 years        $    398,616
       Production molds                    3 years                47,710
       Software                           2-5 years               11,964
                                                            ____________
                                                                 458,290
       Accumulated Deprecation                                  (191,611)
                                                            ____________
                                Property & Equipment, net   $    266,679
                                                            ____________
                               F-8
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5   PROPERTY & EQUIPMENT (Continued)

  Depreciation expense for the nine months ended September 30, 2005 and 2004
  totaled $27,497 and $20,139, respectively.

  The Company terminated its lease agreement in 2004 and recorded a loss of
  $30,869 in abandoned leasehold improvements.

NOTE 6   DEFINITE-LIFE INTANGIBLES ASSETS

  Amortization expense of $0 and $87,792 was recorded for the nine months
  ended September 30, 2005 and 2004, respectively, and has been included in
  cost of sales.

NOTE 7   GOODWILL

  The following is a summary of goodwill:
                                         For the Three         For the Nine
                                         Months Ended          Months Ended
                                         September 30,         September 30,
                                    ____________________ ____________________
                                       2005       2004     2005         2004
                                    _________  _________ _________  _________
   Goodwill at beginning of period  $       -  $ 435,594 $       -  $       -

   Goodwill from acquisition of
   MediVoxRx                                -          -         -    435,594

   Additional goodwill from acquisition
   of MediVoxRx from the issuance
   of contingent consideration              -     88,120         -     88,120

   Goodwill from acquisition of 5%
   Minority interest                        -          - 1,191,967          -

   Impairment of goodwill                   -          -(1,191,967)         -

   Goodwill from acquisition of
   Interim                            896,570          -   896,570          -
                                    _________  _________ _________  _________
   Goodwill at end of period        $ 896,570  $ 523,714 $ 896,570  $ 523,714
                                    _________  _________ _________  _________

NOTE 8   ACCRUED EXPENSES

     The following is a summary of accrued expenses:
                                                          September 30, 2005
                                                              ____________

       Accrued payroll and payroll taxes                      $     63,306
       Accrued interest                                             54,857
                                                              ____________
       Total Accrued Expenses                                 $    118,163
                                                              ____________
                               F-9
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9   NOTES PAYABLE

  In September 2005, Interim signed a $250,000 note payable to a bank.  The
  note is unsecured, and accrued interest at 7.5% per annum.  The note has
  three payments of $5,012 scheduled for October 2005, November 2005, and
  December 2005 with a final payment of $241,101 in January 2006; however,
  the note is callable by the bank at any time.  At September 30, 2005, the
  note has a remaining principal balance of $246,530 because the Company had
  already paid the October 2005 payment.  During the nine months ended
  September 30, 2005 and 2004, interest expense on the note payable amounted
  to $1,647 and $0, respectively.

  Related Party Notes Payable   In 2001, a shareholder of the Company loaned
  the Company $46,076 as a note payable.  The note was unsecured, due on
  demand, and accrued interest at 5% per annum.  In March 2005, the Company
  repaid the remaining principal balance of $25,076 with related accrued
  interest of $4,830.

  In 2004, a shareholder of the Company loaned the Company $10,016 as a note
  payable.  The note was unsecured, due on demand, and accrued interest at a
  rate of prime plus 1% or approximately 5.75% per annum.  In May 2004, the
  Company repaid the principal of $10,016 with related accrued interest of
  $614 by issuing common stock [See Note 12].

  In January 2004, a shareholder of the Company loaned the Company $50,000 as
  a note payable.  In January 2004, the Company repaid the principal of
  $50,000 on the unsecured note with accrued interest of $5,000.

  During the nine months ended September 30, 2005 and 2004, interest expense
  on related party notes payable amounted to $308 and $6,707, respectively.

NOTE 10   CONVERTIBLE NOTES PAYABLE

  During the nine months ended September 30, 2005 and 2004, interest expense
  on convertible notes payable amounted to $1,504,788 and $8,536,
  respectively.

  8% Convertible Note Payable   On September 14, 2001, the Company issued a
  Series 2001-A 8% convertible note payable 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 lower of $.50 per share or 75% of the closing
  bid price.  As the conversion price was below the fair value of the common
  stock on the date issued, the Company has recorded the beneficial
  conversion feature of the note in accordance with the provisions found in
  EITF 98-5 by recording a $250,000 discount on the note.  The discount was
  recorded as interest expense on September 14, 2001 as the note was
  immediately convertible.  The note further calls for the Company to
  register the underlying shares into which the note can be converted and if
  the shares are not registered by March 15, 2003, the Company will owe a
  penalty of $7,500 and $10,000 for every month thereafter.  Accordingly, in
  May 2004, the Company paid penalties of $67,500 through the issuance of
  common stock [See Note 12].  During the nine months ended September 30,
  2005, the holder converted $75,000 in principal into 150,000 common shares.
  During the nine months ended September 30, 2004, the holder converted
  $97,500 in principal and $47,837 in accrued interest into 212,689 common
  shares.  As of September 30, 2005, the remaining principal balance of the
  note is $25,000 with related accrued interest payable of $11,640.
                               F-10
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10   CONVERTIBLE NOTES PAYABLE (Continued)

  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 maturing June 22,
  2006 and 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.  The $1,400,000 in proceeds has
  been recorded as paid in capital based on the relative fair values 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,
  respectively.  Upon issuance, the Company recorded interest expense of
  $1,400,000 for the discounts on the notes as the notes were immediately
  convertible and warrants are immediately exercisable in accordance with
  EITF 98-5.  The Company was required to file a registration statement
  registering all shares issuable upon conversion of the notes and exercise
  of the warrants to be effective within 120 days of the closing date.  For
  every 30 days that the shares are not registered, the Company will owe a
  penalty of 2% of the purchase price of the promissory notes remaining
  unconverted.  Accordingly, since the registration statement was not
  effective until August 2005, the Company has recorded a penalty of $56,000.
  During the nine months ended September 30, 2005, Subscribers converted
  $215,000 in principal and $2,848 in accrued interest into 145,232 common
  shares.  As of September 30, 2005, the remaining principal balance of the
  notes is $1,185,000 with related accrued interest payable of $43,216.

NOTE 11   CAPITAL LEASE OBLIGATION

  The Company is leasing equipment on a 63-month capital lease terminating in
  August 2008.  Monthly payments of $3,750 began in June 2003 and a payment
  of $54,688 is due at termination.  At September 30, 2005, the Company had
  recorded equipment on capital lease at $223,750 with related accumulated
  depreciation of $74,583.  During the nine months ended September 30, 2005
  and 2004, depreciation expense for equipment on capital lease amounted to
  $2,664 and $0, respectively, and has been included in depreciation expense.
  During the nine months ended September 30, 2005 and 2004, interest expense
  on capital lease obligation amounted to $972 and $0, respectively.

  Future minimum capital lease payments are as follows for the twelve-month
  periods ended:
        September 30, 2006                                    $     45,000
        September 30, 2007                                          45,000
        September 30, 2008                                          95,938
                                                              ____________
     Total minimum lease payments                                  185,938
     Less amount representing interest                             (23,032)
                                                              ____________
     Present value of minimum lease payments                       162,906
     Less current portion                                          (34,637)
                                                              ____________
                                                              $    128,269
                                                              ____________
                               F-11
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12   CAPITAL STOCK

  Preferred Stock   The Company has authorized 10,000,000 shares of preferred
  stock, $.001 par value.  As of September 30, 2005, no shares were issued
  and outstanding.

  Common Stock   The Company has authorized 100,000,000 shares of common
  stock, $.001 par value.  As of September 30, 2005, the Company had
  28,219,894 common shares issued and outstanding.

  During January 2004, the Company raised an additional $1,071,733 net of
  stock offering cost of $127,283 through the issuance of 1,648,352 common
  shares and 824,174 warrants to purchase common shares at $1.55 per share,
  expiring January 23, 2007.  The Company has registered the common shares
  issued and all of the shares of common stock underlying the Warrants (the
  "Warrant Shares").

  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.

  During January to March 2004, the Company issued 588,076 common shares upon
  the exercise of warrants outstanding to purchase common stock of the
  Company at $.25 to $1.25 per share.

  Conversion of Notes Payable   During 2005, the Company issued 150,000
  common shares upon conversion of $75,000 of the 8% convertible note
  payable.  During 2005, the Company issued 145,232 common shares upon
  conversion of $215,000 in principal and $2,848 in accrued interest of the
  5% convertible notes payable.

  During the nine months ended September 30, 2004, the Company issued 212,689
  common shares upon conversion of $97,500 of the 8% convertible note payable
  and payment of related accrued interest payable of $47,837.

  Stock for Services   During 2005, the Company issued 19,500 common shares
  valued at $ 39,025 for consulting services.

  During 2005, the Company issued 30,750 common shares upon the exercise of
  options for consulting services valued at $67,375 and the Company issued an
  additional 660,000 common shares valued at $1,316,000 for investor
  relations services.

  During the nine months ended September 30, 2004, the Company issued 370,000
  common shares valued at $1,157,500 for investor relations services.

  Stock for Consulting and 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.  On April 11, 2005, the Company
  issued 10,000 common shares for employee services valued at $19,000.  In
  August 2005, the Company issued 7,500 common shares for consulting services
  valued at $2,475 and employee services valued at $12,375.

  During the nine months ended September 30, 2004, the Company issued 90,210
  common shares upon exercise of 90,210 options issued for $162,846 in
  employee compensation during 2004.
                               F-12
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12   CAPITAL STOCK (Continued)

  Acquisitions   On January 19, 2005, the Company's shareholders approved the
  acquisition of the 5% minority interest of WSC wherein WSC was merged with
  and into Parent through the issuance of 787,176 common shares of the Parent
  for the 787,176 minority shares of WSC.

  On September 8, 2005, the Company issued 201,045 common shares as part of
  the acquisition of Interim (See Note 3).

  On April 23, 2004, the Company acquired MediVoxRx through a triangular
  purchase wherein the Company's newly-formed wholly-owned subsidiary
  acquired the operations MediVoxRx through the Company issuing 150,035
  common shares to acquire all of the issued and outstanding shares of
  MediVoxRx.  Additionally, the Company has agreed to issue up to an
  additional 1,550,000 common shares to the former shareholders of MediVoxRx
  if certain development, acceptance, and profitability milestones are met
  (See Note 15).

  Other Stock Issuances   On May 3, 2004, the Company issued 19,286 common
  shares in payment of $67,500 in penalties related to the delay in the
  registering shares underlying the 8% convertible note payable.

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

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

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

  On July 7, 2004, the Company issued 27,000 common shares in payment of
  $74,790 in consulting services.

  On September 27, 2004, the Company issued 60,000 common shares upon the
  exercise of options in payment of $119,400 in consulting services.

  Common Stock of Wizzard Software Corp. (Subsidiary)   On September 23,
  2004, the board of directors of Wizzard Software Corp (Subsidiary) approved
  the issuance of 200,000 common shares to an investor relations firm of the
  Parent.  The issuance decreased the Parent's ownership percentage in
  Wizzard Software Corp. (Subsidiary) from 96% to 95%.  Parent recorded the
  contribution as consulting expense for the $388,000 or $1.94 per share in
  consulting services.
                               F-13
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12   CAPITAL STOCK (Continued)

  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; 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 for the underlying securities.  The $1,400,000 in proceeds has
  been recorded as paid in capital based on the relative fair values 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,
  respectively.  The fair values of the warrants were estimated using the
  Black-Scholes pricing model using the following: volatility of 104%, risk
  free interest rate of 3%, expected yield of 0% and estimated lives of one
  to three years.

  2004 Stock Option Plan   During 2004, the Board of Directors adopted a
  Stock Option Plan ("2004 Plan").  Under the terms and conditions of the
  2004 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.  The total number of shares of common
  stock available under the 2004 Plan may not exceed 200,000.  At September
  30, 2005, total options available to be granted under the 2004 Plan totaled
  8,700.  During the nine months ended September 30, 2005, the Company
  granted 41,334 options which were immediately exercised for services valued
  at $115,747.

  2002 Stock Option Plan   During 2002, the Board of Directors adopted a
  Stock Option Plan ("2002 Plan").  Under the terms and conditions of the
  2002 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.  The total number of shares of common
  stock available under the 2002 Plan may not exceed 1,000,000.  At September
  30, 2005, total options available to be granted under the Plan totaled
  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 is presented
  below for the nine months ended:
                              September 30, 2005        September 30, 2004
                        ___________________________ _________________________
                                   Weighted Average          Weighted Average
                          Shares    Exercise Price   Shares   Exercise Price
                        ___________ _______________ ___________  ____________
   Outstanding at
   beginning of period      786,174 $          1.55     608,076  $       1.28
   Granted                1,400,000            1.83     824,174          1.55
   Exercised                (94,339)           1.55    (588,076)         1.32
   Forfeited                      -               -           -             -
   Expired                        -               -           -             -
                        ___________ _______________ ___________  ____________
   Outstanding at end
   of period              2,091,835 $          1.73     844,174  $       1.52
                        ___________ _______________ ___________  ____________
                               F-14
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12   CAPITAL STOCK (Continued)

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

NOTE 13   LOSS PER COMMON SHARE

  The following data show the amounts used in computing loss per share and
  the weighted average number of shares of common stock outstanding for the
  periods presented:
                       For the Three Months Ended  For the Nine Months Ended
                              September 30,               September 30,
                         ______________________      _______________________
                           2005          2004           2005         2004
                         __________ ___________      ___________ ___________
  Loss available to
  common shareholders
  (numerator)           $(1,428,298)$(1,364,245)     $(5,335,156)$(3,722,332)
                         __________ ___________      ___________ ___________
  Weighted average number
  of common shares
  outstanding during the
  period (denominator)   27,783,145  25,542,386       27,294,294  24,439,267
                        ___________ ___________       __________ ___________

  At September 30, 2005, the Company had 2,091,835 warrants outstanding to
  purchase common stock of the Company at $.25 to $1.55 per share, an 8%
  convertible note payable wherein the holder could convert the note into a
  minimum of 73,281 shares of common stock and 5% convertible notes payable
  wherein the holders could convert the notes into 818,811 shares which were
  not included in the loss per share computation because their effect would
  be anti-dilutive.

  At September 30, 2004, the Company had 844,174 warrants outstanding to
  purchase common stock of the Company at $.25 to $2.00 per share, a
  convertible note payable wherein the holder could convert the note into a
  minimum of 350,000 shares of common stock, and the Company has agreed to
  issue as many as additional 1,500,000 common shares to the former
  shareholders of MediVoxRx Technologies, Inc. if certain development,
  acceptance and profitability milestones are met; these common stock
  equivalents were not included in the loss per share computation because
  their effect would be anti-dilutive.

NOTE 14   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 September 30, 2005 operating loss carryforwards of
  approximately $15,800,000 which may be applied against future taxable
  income and which expire in various years through 2025.

                               F-15
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14   INCOME TAXES (Continued)

  The amount of and ultimate realization of the benefits from the operating
  loss carryforwards 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 carryforwards and
  significant changes in the ownership of the Company, a valuation allowance
  has been established equal to the tax effect of the loss carryforwards and,
  therefore, no deferred tax asset has been recognized for the loss
  carryforwards.  The net deferred tax assets are approximately $5,400,000 as
  of September 30, 2005, with an offsetting valuation allowance of the same
  amount.  The change in the valuation allowance for the nine months ended
  September 30, 2005 approximated $1,150,000.

NOTE 15   COMMITMENTS AND CONTINGENCIES

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

  Contingent Consideration for the Acquisition of MediVoxRX   In connection
  with the acquisition of MediVoxRx, Parent will issue an additional 100,000
  restricted common shares to the former stockholders of MediVoxRx if 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.  Parent will also issue an additional 50,000 restricted common
  shares to the former stockholders of MediVoxRx if Wizzard Merger Corp. pill
  bottle simultaneously loads the prescription while the label is being
  printed and is approved and accepted by any Veterans Administration
  Hospital.  Parent will further issue an additional 625,000 restricted
  common shares to the former stockholders of MediVoxRx if Wizzard Merger
  Corp. meets revenue and profit projections for the second year of
  operations forward from the April 23, 2004 acquisition date.

  Minimum Purchases   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 purchases 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 product licenses, the Company is required to make minimum purchases
  of $12,500 per quarter through June 2007.

NOTE 16   SEGMENT REPORTING

  The Company's operations are divided into two independent segments
  software and healthcare.  The Company does not have any inter-segment
  revenues and the Company uses the same accounting principles used to
  prepare the consolidated financial statements for both operating segments.
  The Company attributes revenues to the country where the software product
  is shipped or where the services are provided.  Through September 30, 2005,
  all of the Company's revenues have been attributed to the United States of
  America.  At September 30, 2005, all of the Company's assets are located
  within the United States of America.
                               F-17
<PAGE>
          WIZZARD SOFTWARE CORPORATION AND SUBSIDIARIES

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16   SEGMENT REPORTING (Continued)

  The following is a summary of the Company's operations by segment for the
  nine months ended:
                           September 30, 2005        September 30, 2004
                 _______________________________ ____________________________
                  Software  Healthcare  Total    Software  Healthcare  Total
                 __________ _________ __________ __________ ______ __________
Net revenues
 (external)      $  715,479 $ 169,319 $  884,798 $  388,770 $    - $  388,770
Cost of sales      (372,507) (101,959)  (474,466)  (307,827)     -   (307,827)
General and
administrative   (2,617,748)  (29,630)(2,647,378)(3,461,942)     - (3,461,942)
Selling            (341,758)     (690)  (342,448)  (211,801)     -   (211,801)
Research and
development         (55,689)        -    (55,689)   (50,265)     -    (50,265)
Impairment of
goodwill         (1,191,967)        - (1,191,967)         -      -          -
Interest income           -     3,581      3,581          -      -          -
Interest expense (1,505,418)   (1,647)(1,507,066)   (48,398)     -    (48,398)
Loss on abandoned
leaseholds                -         -          -    (30,869)     -    (30,869)
Loss on sale of
fixed asset          (4,520)        -     (4,520)         -      -          -
Income tax benefit
(expense)            11,012   (11,012)         -          -      -          -
                 __________ _________ __________ __________ ______ __________
Net Income
(loss)         $(5,363,117)$  27,962$(5,335,155)$(3,722,332)$   - $(3,722,332)
                 __________ _________ __________ __________ ______ __________

Amortization of
discounts on note
payable         $1,400,000 $       - $1,400,000 $        - $    - $        -
                __________ _________ __________ __________ ______ __________
Common stock
issued for
services        $1,504,621 $       - $1,504,621 $2,403,679 $    - $2,403,679
                __________ _________ __________ __________ ______ __________
Depreciation and
amortization    $   27,220 $     277 $   27,497 $  110,848 $    - $  110,848
                __________ _________ __________ __________ ______ __________
Capital
expenditures    $   20,371 $       - $   20,371 $   32,683 $    - $   32,683
                 __________ _________ __________ __________ ______ __________

  The following is a summary of assets by segment as of September 30, 2005:

                                        Software     Healthcare       Total
                                       __________    __________     __________
     Total assets                      $  611,619    $1,542,625     $2,154,244
                                       __________    __________     __________

NOTE 17   SUBSEQUENT EVENT

  In November 2005, the Company issued 56,667 common shares upon the
  conversion of $85,001 in principal on 5% convertible notes payable.

                               F-17
<PAGE>

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

Highlights of 3rd Quarter, 2005.
--------------------------------

     In the third quarter of 2005, Wizzard Software Corp. made 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 Q3 Technology & Services Group Accomplishments

     The Technology & Services Group (T&S Group) is a cross divisional team
within Wizzard that consists of the Technology and Services Division (T&S),
plus key members of Wizzard's Development, I/S and Marketing organizations.
Together, they are working to implement our strategy to increase market share
and brand awareness and become the preferred supplier of speech technologies
and services for both domestic and international business developers. The
Group plans to increase overall revenue by significantly expanding its
customer base, product portfolio and customer reach through a continued focus
on three imperatives: Best technologies, best pricing, responsive support.

     In the third quarter of 2005 T&S grew its revenues, quarter over quarter,
for the third straight quarter.  This growth was due to the continued increase
in sales of AT&T's and IBM product lines in conjunction with the focused
execution of our marketing plan by the entire Technology & Services Group.

     The T&S Group launched several new product offerings in the third quarter
of 2005 including: a new version of AT&T Natural Voices for the Macintosh 10.4
operating system, an updated version of IBM's ViaVoice 10.5 as well as new
voice fonts for AT&T Natural Voices. The Macintosh version of AT&T Natural
Voices is featured on Apple's website and received significant press and media
attention.

     In the third quarter of 2005 the T&S Group launched a new, improved web
site designed to address the needs of the T&S target customer, the speech
technology developer.  The new site gives customers a simple and logical way
to quickly view Wizzard's speech offerings and services.  We believe the new
site reflects Wizzard's mission of offering customers the best speech products
and services possible. The new site features expanded information on our
offerings as well as a new demo feature allowing customers to hear audio
samples of AT&T Natural Voices and IBM's Via Voice fonts.  Almost every page
is accessible through one click of the mouse.

     In continuous cost cutting efforts, the T&S Group increased the quality
and efficiency of the sales/fulfillment process, fully implemented highly
efficient quote/contract process and significantly increased the percentage of
customers using our lower cost download fulfillment process.  These efforts,
initially launched in the first quarter of 2005, continue to improve T&S
efficiency and are a contributing factor to our increased quarter over quarter
revenues for the third consecutive time.

     T&S added new assistive application and alert/broadcast customers in the
third quarter of 2005. Alert/broadcasting is an emerging customer category
which began to take shape as a significant opportunity in 2004 and has
continued to develop though 2005. In addition, T&S is continuing to focus on
our core ATM, simulator and medical dictation markets, and is expanding the
protocol supportive attributes of our TTS telephony offerings based on
customer requests for larger IVR type applications.

       Over the course of 2005 our Technology and Services business has helped
hundreds of companies add speech technology to their products or services
through our speech programming tools and consulting services.  The number of
quarterly royalty reporting customers is growing each quarter and we have
several customers who have the potential to require large volume licenses in
the coming quarters.  Recently, there have been substantial consolidation and
workforce shifts in the speech industry and management believes these events
have created opportunity for our Technology and Services Group to capture new,
high volume telephony server customers specifically, while at the same time
reducing the number of high quality product choices on the market.  We
continue to see interest in our products and services from industry segments
such as emergency alerts, ebooks, telephony IVR and the healthcare market,
while we maintain internet marketing efforts on Google, Yahoo and Apple
websites.  With the increase in large, high profile customer adoption of our
products, the new, improved speech technology coming from our partners and the
growing acceptance of enabling technologies like VoIP and wireless
communication, we remain very optimistic regarding the future of our
Technology & Services business.

          2005 Q3 Solutions & Channels Group Accomplishments

     The objectives for the Solutions & Channels Group is to establish
successful sales channels for select products offered directly by the Company
which incorporate speech technology offered by our Technology and Services
Group.  At this time the main focus for our Solutions and Channels Group is
Rex - the talking prescription pill bottle product line.

     Our MedivoxRx Talking Pill Bottle business is slowly but surely making
progress.  We recently signed with Cardinal Health, one of the nation's
largest pharmaceutical distributors who, after time spent educating their
sales associates, will begin marketing the Talking Pill Bottle in the fourth
quarter.  The Solutions and Channels Group is focusing its marketing efforts
on pharmacies and caregivers and is working hard towards getting Medicare
reimbursement and insurance coverage for our Talking Pill Bottle customers.
While there are no guarantees of approval, management believes reimbursement
approval from Medicare and insurance companies is the key to large unit sales
and we are in the process of collecting clinical data from independent third
party studies for our product to provide to the governmental and insurance
agencies.

     In the third quarter of 2005, the Rex - Talking Pill Bottle was still
receiving a tremendous amount of attention due to the Olympic medalist and
current World Champion Adam Nelson sponsorship as well as an announcement of
our distribution agreement with Cardinal Health.  The press release on
Cardinal Health was picked up by the Associated Press and was featured on both
MSNBC and CNN. On July 12th, The Talking Pill Bottle was featured on the CBS
Evening News in a story about the elderly.  Rex was also a feature story in a
number of local news stations, including several of ABC and FOX affiliates, as
well as National Public Radio after previously appearing in national
publications such as USA Today, Sports Illustrated, The Washington Post, T.V.
Guide and The Economist.

     To take advantage of the positive press Rex has been receiving, the
marketing team launched a redesign of the MedivoxRx website on August 10th.
The new user-friendly website now features a shopping cart that allows users
to directly purchase Rex Starter Kits and Rex Refill Kits.

     In the third quarter we continued to make progress in our negotiations
with a number of national retail pharmacies and began a direct to consumer
(caregiver) internet marketing campaign, including channels such as Medivisor
and eBay.  As with most new technology products, the adoption cycle sometimes
takes longer than anticipated but with the sales channel and end user
reactions we are experiencing, we remain steadfast in our beliefs that the
talking pill bottle has the potential to be a big success for Wizzard.

         2005 Q3 General & Administrative Accomplishments

     Our core business is helping other companies incorporate high quality
speech recognition and text-to-speech technologies into their own products and
services.  Through partnerships with IBM and AT&T we receive leads from
businesses worldwide who desire to add speech technology to a wide variety of
products and services.  Wizzard Software from time to time comes across a
unique idea for a speech enabled product or an industry that would
substantially benefit from the use of speech recognition or text-to-speech
technology.  Over the last two years we've made two acquisitions in the
healthcare industry with our MedivoxRx Technologies Rex - The Talking
Prescription Pill Bottle as well as Interim Healthcare of Wyoming, a home
healthcare agency.  We made both of these acquisitions with a single mission
in mind, to sell more speech technology for our Technology and Services Group.

     Our acquisition of Interim Healthcare of Wyoming was completed in the
third quarter and we continue to be excited about the impact our speech
technology can have on the home healthcare industry.  Based in Casper,
Wyoming, Interim Health Care of Wyoming has been serving its community for
thirteen years and is part of the fast growing home health segment of the
healthcare industry, providing a wide range of visiting nurse services to the
elderly, wounded and sick. It is one of the 300 home health agencies that
comprise Interim Health Care, the largest home healthcare franchise in the
U.S. Interim of Wyoming's unaudited revenues have increased steadily reaching
$2,227,311 in 2004.  It should be noted that only approximately three weeks of
the third quarter revenues of Interim of Wyoming will be consolidated into the
Wizzard financial statements due to the acquisition closing date of September
8th, 2005.  Management expects to announce additional home healthcare related
acquisitions as we see this industry as a wide open market for our speech
technologies and voice data collection expertise.

     We believe that our speech technology (Talking Pill Bottle, WizzScribe
transcription service, MedOasis InfoPath  forms, ViaVoice  speech medical
recognition, etc.) can make a significant impact on the bottom line of HHC
agencies and we are aggressively working towards our first speech
implementation.  Both Wizzard's management and owners of our targeted home
health care agencies believe that strong synergies exist between the services
they offer, the compliance they must adhere to, the job functions of their
workers and our Talking Pill Bottle, various talking medical devices,
WizzScribe transcription product, medical speech recognition dictation and
form-fill speech applications. Currently, most nurses and health aides fill
out mandatory paperwork by hand while owners of the home healthcare agencies
continuously strive for timely and accurate data.  With a 10% to 25% rejection
rate and 25% to 50% of a worker's time spent filling out paperwork, having the
ability to collect and submit accurate data for payment forms and other
aspects of the home healthcare business is a compelling proposition.  We
believe that voice is the most efficient, accurate method for entering and
retaining medical records in this thriving vertical market with almost no
competition for us in speech technology implementations.  We're starting with
the phone as the interface device because everyone is comfortable with it and
this allows us to accurately capture data at the point of care.  We believe we
are now in position to build the best, most affordable home health medical
records solution and get there first.

     About Interim HealthCare of Wyoming

     Interim HealthCare of Wyoming is a state licensed and Medicare certified
home health agency.  In addition, Interim HealthCare of Wyoming provides
temporary healthcare professionals to facilities across the state of Wyoming.
The company is comprised of two separate but synergistic businesses.

     The core business is home health care.  Interim HealthCare is involved
with many programs and payor sources, including contract staffing, Medicare,
Medicaid, insurance and private pay.  The services provided are Registered
Nurses, Physical Therapists, Occupational Therapists, Speech Therapists,
Social Workers, Home Health Aides, and Companions.  Interim also serves as a
placement service for emergency response systems.

     Customers come to Interim primarily on the recommendations of other
health care providers in the community.  The discharge planners from hospital
and nursing homes play a large role in facilitating the after care of the
clients who have used their services.   Physicians refer to the agency
directly from their offices and families frequently call seeking assistance
for their relatives.  Other social programs working with the aged or disabled
population often identify home care needs and send clients to our agency.
Maintaining name recognition and community relationships are critical for
building and maintaining the flow of customers.  Growth in the home health
division is possible by further developing the services area and participation
in various social programs.

     The staffing division recruits health care professionals, primarily
registered nurses, for temporary or permanent placements in facilities in the
State of Wyoming, including nursing homes, hospitals, clinics and correctional
facilities.  The customer base is built through individual contact, marketing
pieces, and word of mouth.  This business serves the entire state and strongly
markets itself as serving both the Wyoming professionals and Wyoming
facilities.  Growth in this business can come from acquiring new customers and
professionals in the region as well as expanding the areas where we seek to
serve.

CONCLUSION

     Management of Wizzard Software and our subsidiaries is pleased to
announce that for the third quarter in a row our revenues in 2005 have grown
over the comparable quarter in 2004, prior to adding in revenues from our
recent acquisition of Interim Healthcare of Wyoming.  As of September 30,
2005, we have already surpassed our total 2004 revenues.  Including the
revenues from our recent acquisition, management expects to continue this
revenue growth for at least the next four quarters looking forward which would
equate to a run of seven consecutive quarters of revenue growth.  With sales
of our products becoming more stable and predictable in combination with our
most recent acquisition, we believe our shareholders will begin to see more
steady revenue generation streams coming from Wizzard.  Management continues
to focus on profitability with the recent acquisition of a consistently
profitable business providing a substantial boost in the right direction.

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

Three Months Ended September 30, 2005 and 2004.
-----------------------------------------------

     During the quarterly period ended September 30, 2005, Wizzard recorded
total net revenues of $369,714, a 105% increase from total net revenues of
$180,6861 in the third quarter of 2004.  The increase for the third quarter of
2005 was due primarily to the addition of $169,319 in revenue from our
acquisition of Interim Healthcare of Wyoming during the quarter.  In addition,
net revenues were $200,395 in the third quarter of 2005, representing an
increase of approximately 11% over net revenues of $180,686 in the year-ago
quarter.

     Cost of goods sold totaled $190,805 in the third quarter of 2005, versus
$114,477 in the third quarter of 2004.  This increase of 67% is attributed
to the cost of sales associated with Interim Healthcare of Wyoming, which
totaled $101,959 in the 2005 quarter.  Cost of sales associated with our
speech recognition operations declined to $88,846 in the third quarter of
2005, as compared to $114,477 in the prior year quarter.  This decrease was
due primarily to the impairment of intangible assets in connection with speech
systems previously amortized at a rate of approximately $25,000 per quarter.
Wizzard posted a gross profit of $178,9098 during the third quarter of 2005,
versus a gross profit of $66,209 in the third quarter of 2004.

     In the quarter ended September 30, 2005, operating expenses totaled
$1,551,266, which was a 9% increase from operating expenses of $1,427,300 in
the third quarter of 2004.  Broken down by line item our operating expenses
were:  General and administrative expenses were $1,365,927 in 2005 versus
$1,335,068 in 2004.  Selling expenses in the third quarter of 2005 were
$162,939, versus $74,967 in 2004.  This 117% increase was due principally to
increased marketing salaries and travel related to marketing the talking pill
bottle.  Research and Development expenses in the third quarter were $22,400,
as compared to $17,265 in 2004.  Other expenses consisted of an interest
expense of $55,001 in the third quarter of 2005, versus $3,154 in the third
quarter of 2004.  This increase relates to the issuance of a $1,400,000
unsecured convertible note payable during the first quarter of 2005, interest
payment on $250,000 assumed in the acquisition of Interim Healthcare of
Wyoming, Inc., and penalties on the delay in registering the underlying
securities.

     Wizzard's net loss was $1,428,297, or $0.05 per share, in the quarter
ended September 30, 2005.  This represents an approximately 5% increase from
our net loss of $1,364,245, or $0.05 per share, in the third quarter of 2004.

Nine months ended September 30, 2005, and 2004.
-----------------------------------------------

     During the nine month period ended September 30, 2005, Wizzard recorded
total net revenues of $884,798, a 128% increase over total net revenues of
$388,770 for the same period in 2004.  Increased revenues from our voice
recognition operations accounted for $326,709 of the $496,028 total
difference, with the remaining $169,319 coming from the healthcare operations
of Interim Healthcare of Wyoming, which we acquired in the third quarter of
2005.

     In the nine months ended September 30, 2005, cost of goods sold totaled
$474,466, a 54% increase from cost of goods sold of $307,827 during the nine
months ended September 30, 2004.  Our acquisition of Interim Healthcare of
Wyoming contributed $101,959 to this increase, with the remaining $64,680
increase coming from our software operations primarily relating to increased
royalties from the increased sales volume less decreased amortization of
intangibles resulting from the impairment of technologies.

     Wizzard recorded total operating expenses of $4,237,482 during the nine
months ended September 30, 2005, a 14% increase from operating expenses
of $3,724,008 in the same period of 2004.  General and administrative expenses
totaled $2,647,378 in the first nine months of 2005, versus $3,461,942 in the
first nine months of 2004, a decrease of approximately 24%. This decrease is
due primarily to decreased consulting and investor relations services.
Selling expenses rose to $342,448 in the first nine months of 2005, from
$211,801 in the first nine months of 2004, due to an increase in the marketing
expense and sales personnel compensation and marketing efforts related to Rex
the Talking Pill Bottle.  Research and Development expenses were $55,689 in
the first nine months of 2005, versus $50,265 in R&D expenses in the first
nine months of 2004.  In the first nine months of 2005, Wizzard had a
$1,191,967 expense for the impairment of goodwill as a result of the internal
merger of the Wizzard Delaware and Wizzard Colorado companies.  We incurred
interest expense of $1,507,066, in the third quarter of 2005, primarily due to
$1,400,000 interest expense for amortization of a discount in conjunction with
the $1,400,000 convertible note sold to investors in 2005, versus a $48,398
interest expense in the first nine months of 2004.

     Wizzard's net loss was $5,335,155, or $0.19 per share, in the nine months
ended September 30, 2005.  This represents a 43% increase from our net loss of
$3,722,332, or $0.15 per share, in the first nine months of 2004.

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

     The financial statements have been prepared assuming the Company will
continue as a going concern.  As noted in Note 2 to the financial statements,
the Company has current liability in excess of current assets and has not yet
been able to establish profitable operations.

     The Company believes it is still in the early stages of the new and
developing speech technology market and estimates it will require
approximately $130,000 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.

     Cash on hand was $466,106 at September 30, 2005.  Cash used in operations
for the nine months ended September 30, 2005, was $996,560, a decrease of 8%
over the $1,083,008 cash used in operations for the nine months ended
September 30, 2004.  Cash used in investing activities was $500,718 during the
nine months ended September 30, 2005; of this amount, $483,347 was accounted
for by our acquisition of Interim Healthcare of Wyoming.

     In the first nine months of 2005, Wizzard received proceeds from long
term obligations of $1,400,000. The Company received $146,228 from the
issuance of common stock.  The Company used common stock to pay $1,504,621 in
consulting and investor relations services during the nine months ended
September 30, 2005. In doing so, management believes we have conserved
Wizzard's cash liquidity for operational purposes.

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 Securities and Exchange Commission:
general economic or industry conditions, nationally and/or in the communities
in which the Company conducts business, changes in the interest rate
environment, legislation or regulatory requirements, conditions of the
securities markets, changes in the speech recognition technology industry, the
development of products that may be superior to the products offered by the
Company, competition, changes in the quality or composition of the Company's
products, our ability to develop new products, our ability to raise capital,
changes in accounting principals, policies or guidelines, financial or
political instability, acts of war or terrorism, other economic, competitive,
governmental, regulatory and technical factors affecting the Company's
operations, products, services and prices.

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

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

     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 each of these material weaknesses existed at December 31,
2005.  The following changes in our internal controls over financial reporting
occurred during the third quarter of 2005 (unless indicated otherwise):

     * In the first quarter of 2005, 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.
During the second quarter, we added two new modules to this system for a
total of twelve through June 30, 2005. 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 hiring of William F. McLay as our Chief Financial Officer on April
4, 2005, and the education of Christopher J. Spencer and Armen Geronian and
our accounting staff about GAAP and Securities and Exchange Commission
requirements;

      * 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.  However, during the third quarter of 2005, Mr.
McLay resigned as our Chief Financial Officer for personal reasons.  Although
Gordon Berry is currently acting as interim Chief Financial Officer and we are
searching for a full-time replacement for Mr. McLay, we believe that his
resignation has recreated the first and third material weaknesses identified
above.  We are actively working on implementing written policies and
procedures that will fully address the second material weakness, which we also
believe still exists.  We expect that this process may take 9-12 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 will be the hiring of a replacement for Mr. McLay, whose annual
compensation totaled approximately $100,000.  The other remedial actions have
been 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 9-12 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.

     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 acting 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 September 30,
2005.  Based on this evaluation, our President/Treasurer has concluded that
the Company's controls and procedures as of September 30, 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
Securities and Exchange Commission requirements, which has compensated for the
lack of such expertise within the Company prior to the hiring Mr. McLay as our
former Chief Financial Officer, as discussed above.  The fees for the outside
professional's services have totaled approximately $825 for these services.
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.

                   PART II - OTHER INFORMATION

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

     None; not applicable.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.
----------------------------------------------------------------------

     The following table provides information about all "unregistered" and
"restricted" securities that Wizzard has sold during the three month period
ended September 30, 2005, which were not registered under the Securities Act
of 1933, as amended (the "Securities Act"):

Name                         Date              Shares            Amount
----                         ----              ------            ------

Bruce Phifer                 7/27/05            5,000            Services
                                                                 valued at
                                                                 $10,100

Arthur Douglas               7/27/05          500,000            Services
                                                                 valued at
                                                                 $1,010,000

Douglas Whitson              7/27/05            1,250            Services
                                                                 valued at
                                                                 $2,525

Patrick Grumbar              7/27/05            1,500            Services
                                                                 valued at
                                                                 $2,525

     (1)  We issued all of these securities to persons who were either
"accredited investors," or "sophisticated investors" who, by reason of
education, business acumen, experience or other factors, were fully capable of
evaluating the risks and merits of an investment in our company; and each had
prior access to all material information about us.  We believe that the offer
and sale of these securities were exempt from the registration requirements of
the Securities Act, pursuant to Sections 4(2) and 4(6) thereof, and Rule 506
of Regulation D of the Securities and Exchange Commission and from various
similar state exemptions.

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

     None; not applicable.

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

     None; not applicable.

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

      None; not applicable.

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

     (a)  Exhibits.

          31.1 - 302 Certification of Christopher J. Spencer

          31.2 - 302 Certification of Gordon Berry

          32 - 906 Certification.

     (b)  Reports on Form 8-K.

     8-K Current Report dated September 8, 2005, and filed with the Securities
and Exchange Commission on September 14, 2005, regarding acquisition of
Interim Healthcare of Wyoming.*

     8-K Current Report dated September 15, 2005, and filed with the
Securities and Exchange Commission on September 19, 2005, regarding the
resignation 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.

                            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: 11/14/05                          By/s/Christopher J. Spencer
      --------                             ---------------------------
                                           Christopher J. Spencer, Director,
                                           CEO, President and Treasurer

Date: 11/14/05                             /s/Armen Geronian
      --------                             ------------------------
                                           Armen Geronian, Director
                                           Secretary

Date: 11/14/05                             /s/Gordon Berry
      --------                             ------------------------
                                           Gordon Berry, Director and Acting
                                           Chief Financial Officer

Date: 11/14/05                             /s/Alan Costilo
      --------                             ------------------------
                                           Alan Costilo, Director

<PAGE>