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

                              FORM 10-QSB

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

     For the quarter ended March 31, 2003
                           --------------

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

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

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

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

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

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

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

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

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


               (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                       DURING THE PAST FIVE YEARS)

                                  N/A
                                  ---

                 (APPLICABLE ONLY TO CORPORATE ISSUERS)

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

                              May 9, 2003

                        Common - 20,562,301 shares

                    DOCUMENTS INCORPORATED BY REFERENCE

                              NONE.

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

                  PART I - FINANCIAL INFORMATION

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

     The Consolidated Financial Statements of Wizzard Software Corporation
"Wizzard," "we" or "us") 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 Wizzard.

<PAGE>


                 WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY

             UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                MARCH 31, 2003


<PAGE>



                 WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY



                                   CONTENTS

                                                                 PAGE


- Unaudited Condensed Consolidated Balance Sheet,
    March 31, 2003                                                2

- Unaudited Condensed Consolidated Statements of
    Operations, for the three months ended
    March 31, 2003 and 2002                                       3

- Unaudited Condensed Consolidated Statements of Cash
    Flows, for the three months ended March 31, 2003
    and 2002                                                      4

- Notes to Unaudited Condensed Consolidated Financial
    Statements                                               5 - 10



<PAGE>
<TABLE>
<CAPTION>

                 WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY

                UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

                                    ASSETS

                                                               March 31,
                                                                 2003
<S>                                                          <C>

CURRENT ASSETS:

     Cash in bank                                            $     20,255
     Accounts receivable                                           57,239
     Inventory                                                     26,701
     Prepaid Expenses                                              12,570
                                                             ------------
      Total Current Assets                                        116,765
                                                             ------------
PROPERTY & EQUIPMENT, net                                          93,198
                                                             ------------
OTHER ASSETS:
     Definite-life Intangible assets, net                         367,477
     Deposits                                                       2,000
                                                             ------------
      Total Other Assets                                          369,477
                                                             ------------
                                                             $    579,440
                                                             ============
                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

     Accounts payable                                        $    169,711
     Accrued expenses                                              97,092
     Notes payable - related party                                 75,076
                                                             ------------
      Total current liabilities                                   341,879
                                                             ------------
CONVERTIBLE NOTE PAYABLE                                          235,000
                                                             ------------
      Total liabilities                                           576,879
                                                             ------------
NON-CONTROLLING INTEREST IN SUBSIDIARY                                  -
                                                             ------------
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, 19,781,209 shares issued and outstanding         19,781
     Capital in excess of par value                             6,271,830
     Retained Deficit                                          (6,289,050)
                                                             ------------
      Total Stockholders' Equity                                    2,561
                                                             ------------
                                                             $    579,440
                                                             ============
</TABLE>
The accompanying notes are an integral part of this unaudited condensed
consolidated financial statements.
                                2
<PAGE>
<TABLE>
<CAPTION>

                 WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY

          UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                        For the Three
                                                        Months Ended
                                                          March 31,
                                                      2003        2002
<S>                                               <C>         <C>
SALES, net of returns and allowances              $104,146       $  54,614

COST OF GOOD SOLD                                   65,765          35,334
                                                  --------       ---------
GROSS PROFIT                                        38,381          19,280
                                                  --------       ---------
OPERATING EXPENSES:
Selling expenses                                     8,261           1,974
General and administrative                         156,873         156,696
Compensation for re-pricing of warrants            210,000               -
                                                  --------       ---------
 Total Operating Expenses                          375,134         158,670
                                                  --------       ---------
LOSS BEFORE OTHER EXPENSE                         (336,753)       (139,390)

OTHER EXPENSE:
Interest expense                                   (11,311)         (5,104)
                                                  --------       ---------
 Total Other Expense                               (11,311)         (5,104)
                                                  --------       ---------
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME
TAXES                                             (348,064)       (144,494)

CURRENT TAX EXPENSE                                      -               -

DEFERRED TAX EXPENSE                                     -               -
                                                 ---------       ---------
NET LOSS                                         $(348,064)      $(144,494)
                                                 ---------       ---------
LOSS PER COMMON SHARE                            $    (.02)      $    (.01)
                                                 ---------       ---------
</TABLE>
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
                                3
<PAGE>
<TABLE>
<CAPTION>

                 WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY

          UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                      For the Three
                                                      Months Ended
                                                        March 31,
                                                   2003           2002
<S>                                             <C>            <C>
Cash Flows from Operating Activities:
 Net loss                                       $ (348,064)    $    (144,494)
 Adjustments to reconcile net loss
 to net cash used by operating activities:
  Depreciation and amortization expense             36,508            38,329
  Non-cash expenses                                219,412             8,550
  Change in assets and liabilities:
    (Increase) in accounts receivable                5,285            (4,800)
    Decrease in Inventory                            1,519             1,227
    Decrease in prepaid expenses                       924             1,757
    Increase (Decrease) in accounts payable
     and accrued expense                            (5,304)           26,636
                                                ----------     -------------
      Net Cash (Used) by Operating
      Activities                                   (89,720)          (72,795)

Cash Flows from Investing Activities:
     Purchase of property & equipment                    -            (2,565)
                                                ----------     -------------
       Net Cash (Used) by Investing Activities           -            (2,565)
                                                ----------     -------------
Cash Flows from Financing Activities:
     Proceeds from Issuance of common stock         37,019                 -
     Proceeds from note payable
      - related party                               22,000            71,069
                                                ----------     -------------
   Net Cash Provided by Financing Activities        59,019            71,069
                                                ----------     -------------
Net (Decrease) in Cash                             (30,701)           (4,291)

Cash at Beginning of Period                         50,956            28,976
                                                ----------     -------------
Cash at End of Period                           $   20,255     $      24,685
                                                ==========     =============
Supplemental Disclosures of
 Cash Flow Information:
     Cash paid during the periods for:
       Interest                                 $       -      $          -
       Income taxes                             $       -      $          -
</TABLE>
Supplemental Schedule of Noncash Investing and Financing Activities:

For the three months ended March 31, 2003:

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

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

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

The Company issued 11,246 shares of common stock upon the exercise of options
for legal services valued at $9,400.

For the three months ended March 31, 2002:

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

The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
                                4
<PAGE>
           WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Consolidation   The financial statements presented reflect the accounts of
Wizzard Software Corporation, Wizzard Software Corp., and Speech Systems, Inc.
as of March 31, 2003.  At March 31, 2003 the Company held a 96% ownership
interest in Wizzard Software Corp.  The Company recorded no liability for the
4% non-controlling interest as Wizzard Software Corp. had a stockholders
deficit at the time of merger.  Further the net loss for Wizzard Software
Corp. for the period ended March  31, 2003 applicable to the 4% non-
controlling interest was not allocated to the non controlling interest as
there is no obligation of the non-controlling interest to share in such
losses.  All significant inter-company transactions between the Parent and
Subsidiary have been eliminated in consolidation.

Unaudited Condensed Financial Statements   The accompanying financial
statements have been prepared by the Company without audit.  In the opinion of
management, all adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of operations and
cash flows at March 31, 2003 and 2002 and for all the periods presented have
been made.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles in the United States of America have been condensed or omitted.
These condensed financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's December 31,
2002 audited financial statements.  The results of operations for the periods
ended March 31, 2003 and 2002 are not necessarily indicative of the operating
results for the full year.

Cash and Cash Equivalents   For purposes of the financial statements, the
Company considers all highly liquid debt investments purchased with a
maturity of three months or less to be cash equivalents. The Company
maintains its cash balance at one financial institution located in
Pittsburgh, Pennsylvania. At March 31, 2003, the Company had no uninsured
cash balances.

Accounts Receivable - Accounts receivable consist of trade receivables
arising in the normal course of business. At March 31, 2003, the Company
has not established an allowance for doubtful accounts which reflects the
Company's best estimate of probable losses inherent in the accounts
receivable balance.  The Company determines the allowance based on known
troubled accounts, historical experience, and other currently available
evidence. Amounts written off for the periods presented are insignificant
for disclosure.

Inventory   Inventory consists of $26,701 in raw materials at March 31,
2003 and is carried at the lower of cost or market as determined on the
first-in first-out method.
                                5
<PAGE>
           WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

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

Software Development Costs - Statement of Financial Accounting Standards
("SFAS") No. 86 "Accounting for the Costs of Computer Software to be Sold,
Leased or Otherwise Marketed" requires software development costs to be
capitalized upon the establishment of technological feasibility. The
establishment of technological feasibility and the ongoing assessment of the
recoverability of these costs requires considerable judgment by management
with respect to certain external factors such as anticipated future revenue,
estimated economic life, and changes in software and hardware technologies.
Capitalizable software development costs have not been significant and
accordingly no amounts are shown as capitalized at March 31, 2003.

Income Taxes   The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes."  This statement requires an asset and liability approach for
accounting for income taxes.

Revenue Recognition   Revenue is recognized when earned. The Company's revenue
recognition policies are in compliance with the American Institute of
Certified Public Accountants Statement of Position ("SOP") 97-2 (as amended by
SOP 98-4 and SOP 98-9) and related interpretations, "Software Revenue
Recognition" and the Securities and Exchange Commission Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB 101). The
Company sells packaged and custom software products and related voice
recognition product development consulting.  Software product revenues are
recognized upon shipment of the software product only if no significant
Company obligations remain, the fee is fixed or determinable, and collection
is received or the resulting receivable is deemed probable. Revenue from
package software products is recorded when the payment has been received and
the software has been shipped.   Revenue is recognized, net of discount and
allowances, at the time of product shipment.  For packaged software products
the Company offers a 30 day right of return.  Provisions are recorded for
returns, concessions, and bad debts and at March 31, 2003 amounted to $0.
Revenue related to obligations, which include telephone support for certain
packaged products, are based on the relative fair value of each of the
deliverables determined based on vendor-specific objective evidence ("VSOE")
when significant. The Company VSOE is determined by the price charged when
each element is sold separately. Revenue from packaged software product sales
to and through distributors and resellers is recorded when payment is received
and the related products are shipped.  The Company's distributors or resellers
do not carry packaged software product inventory and thus the Company does not
offer any price protections or stock balancing rights. Revenue from non-
recurring programming, engineering fees, consulting service, support
arrangements and training programs is recognized when the services are
provided. Such items are included in net revenues and amounted to $4,980 and
$42,500 for the three months ended  March 31, 2003 and 2002, respectively.
                                6
<PAGE>
           WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loss Per Share   The Company computes loss per share in accordance with (SFAS)
No. 128 "Earnings Per Share," which requires the Company to present basic
earnings per share and dilutive earnings per share when the effect is dilutive
[See Note 6].

Accounting Estimates   The preparation of financial statements in conformity
with generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosures of contingent assets and
liabilities at the date of the financial statements, and the reported amounts
of revenues and expenses during the reporting period.  Actual results could
differ from those estimated by management.

Recently Enacted Accounting Standards - Statement of Financial Accounting
Standards ("SFAS") SFAS No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities", SFAS No. 147, "Acquisitions of Certain Financial
Institutions - an Amendment of FASB Statements No. 72 and 144 and FASB
Interpretation No. 9" and SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - an Amendment of FASB Statement No.
123", were recently issued.  SFAS No. 146, 147, 148 have no current
applicability to the Company or their effect on the financial statements would
not have been significant.

NOTE 2   INTANGIBLES

The Company has classified its intangible assets as  definite-life intangible
asset and is amortizing them on a straight-line basis over two to five years.
During the three months ended March 31, 2002, the Company completed its
initial test of intangible assets for impairment in accordance with SFAS No.
142. The Company used the estimated future cash flows to test the remaining
intangible assets for impairment and determined that the Company's intangible
assets were not impaired. Amortization expense of $28,744 and $28,697,
respectively, was recorded for the periods ended March 31, 2003 and 2002 and
has been included in cost of goods sold.

The following is a summary of definite-life intangibles at March 31, 2003:
                                                        Life   March 31, 2003
                                                        _____   ____________
       Active X Voice Tools Software                  5 years   $    500,000
       Trademarks, patents, website              2 to 5 years         16,945
       Memorandum of Understanding                    5 years         66,227
                                                                ____________
                                                                     583,172
       Accumulated amortization                                     (215,695)
                                                                ____________
       Definite-life intangibles, net                           $    367,477
                                                                ____________

The remaining estimated aggregate amortization expense at March 31, 2003 for
next five years is as follows:
        2003                                          $     89,266
        2004                                               117,928
        2005                                               114,171
        2006                                                46,082
                                                      ____________
                                                      $    367,477
                                                      ____________
                                7
<PAGE>
           WIZZARD SOFTWARE CORPORATION AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3   PROPERTY & EQUIPMENT

The following is a summary of property and equipment:
                                                      March 31, 2003
                                                       ____________

       Furniture, fixtures and equipment              $     207,544
       Leasehold improvements                                36,482
       Software                                              39,502
                                                       ____________
                                                            283,528
       Accumulated Deprecation                             (190,330)
                                                       ____________
       Property & Equipment, net                       $     93,198
                                                       ____________

Depreciation expense for the three months ended March 31, 2003 and 2002 was
$7,764 and $9,632, respectively.

NOTE 4   NOTES PAYABLE

Convertible Note Payable - On September 14, 2001, the Company sold a Series
2001-A 8% convertible note payable of the Company in the amount of $250,000,
with a maturity date of August 1, 2011.  The Note is convertible in to the
Company's common stock at the lessor of $.50 per share or 75% of the closing
bid price. During the year ended December 31, 2001, $15,000 of the note with
related accrued interest of $208 was converted into 30,416 shares of common
stock. As the conversion price was below the fair value of the common stock on
the date issued the Company has recorded the beneficial conversion feature of
the note in accordance with the provisions found in EITF 98-5 by recording a
$250,000 discount on the note.  The discount was recorded as interest expense
on September 14, 2001 as the note is immediately convertible. The note further
calls for the Company to register the underlying shares into which the note
can be converted and if said share are not registered as of March 15, 2002 the
Company will owe a penalty of $7,500 and $10,000 for every month thereafter,
accordingly the Company has included $67,500 in accounts payable for penalties
on the Note at March 31, 2003.   As of March 31, 2003, the balance of the note
is $235,000 with related accrued interest payable of $28,998.

Related Party Notes Payable   During the year ended December 31, 2001, a
shareholder loaned the Company $46,076.  The demand note is unsecured and
accrues interest at 5% per annum.  As of March 31, 2003, a balance of $25,076
remained outstanding on the note with related accrued interest of $2,168.

During the year ended December 31, 2002, the Company borrowed from five
shareholders of the Company's a total of $402,183.  During the quarter ended
March 31, 2003, the Company borrowed an additional $22,000.  These notes are
payable on demand and accrue interest at a rate of prime plus 1% or
approximately 5.75%.  During the Quarter ended March 31, 2003 the Company
issued 901,778 shares of common stock in payment of $374,183 related party
notes payable and $13,323 in related accrued interest. The remaining $50,000
note payable with accrued interest of $2,386 was repaid in April 2003.
                                8
<PAGE>
            WIZZARD SOFTWARE CORPORATIONAND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5   CAPITAL STOCK

Preferred Stock - The Company has authorized 10,000,000 shares of preferred
stock, $.001 par value. As of March 31, 2003, no shares were issued and
outstanding.

Common Stock - During the Quarter ended March 31, 2003 the Company issued
901,778 shares of common stock in payment of $374,183 related party notes
payable and $13,902 in related accrued interest.  The Company also issued
6,098 shares of common stock to purchase certain intangible assets valued at
$6,092 and 58,532 shares of common stock upon the exercise of options for
$9,400 in legal services and $36,971 salaries.

During the three months ended March 31, 2002, the Company issued 19,067
restricted shares of the Company's common stock at $.36 to $.66 per share, for
consulting services valued at $8,580.

In connection with the private placement of 671,500 shares of common stock
issued during 2001, the Company is recording a 1% penalty per month, beginning
November 26, 2001, for delays in the effectiveness of registering said shares.
As of March 31, 2003 the Company has included $73,865 in accounts payable said
penalties

2002 Stock Option Plan - During 2002, the Board of Directors adopted a Stock
Option Plan (the Plan). Under the terms and conditions of the Plan, the board
is empowered to grant stock options to employees, officers, directors and
consultants of the Company.  Additionally, the Board will determine at the
time of granting the vesting provisions and whether the options will qualify
as Incentive Stock Options under Section 422 of the Internal Revenue Code
(Section 422 provides certain tax advantages to the employee recipients).
The total number of shares of common stock available under the Plan may not
exceed 1,000,000.  At March 31, 2002, total options available to be granted
under the Plan amounted to 826,468.   During the Quarter ended March 31, 2003
the Company issued 58,532 options to purchase common stock at $.76 to $.86 per
share that were immediately exercised for $9,400 in legal services and $36,971
in salaries.

Warrants   As of March 31, 2003, the Company had 1,788,076 warrants
outstanding to purchase shares of common stock at $.25 to $1.50 expiring at
various times through May 30, 2006. On March 28, 2003, the Company recorded a
$210,000 expense for the re-pricing of 600,000 warrants to purchase common
stock from $2.00 per share to $.50 per share. During the three months ended
March 31, 2003, no warrants were granted, exercised, forfeited, or cancelled.
                                9
<PAGE>
             WIZZARD SOFTWARE CORPORATIONAND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6   LOSS PER SHARE

The following data show the amounts used in computing loss per share and the
weighted average number of shares of common stock outstanding for the periods
presented:
                                                For the Three Months Ended
                                                         March 31,
                                                __________________________
                                                    2003         2002
                                                ____________  ____________

     Loss from continuing operations available
     to common shareholders (numerator)         $   (348,064) $   (144,494)
                                                ____________  ____________
     Weighted average number of common shares
     outstanding during the period used in per
     share calculations (denominator)             18,926,695    17,121,865
                                                ____________  ____________

At March 31, 2003, the Company had 1,788,076 warrants outstanding to purchase
common stock of the Company at $.25 to $1.50 per share and a convertible note
payable wherein the holder could convert the note into a minimum of 470,000
shares of common stock, [See Note 4], which were not included in the loss per
share computation because their effect would be anti-dilutive.  Subsequent to
the quarter ended March 31, 2003, the Company issued 600,000 shares upon the
exercise of 600,000 warrants to purchase common stock at $.50 per share.

NOTE 7   INCOME TAXES

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes".  SFAS
No. 109 requires the Company to provide a net deferred tax asset/liability
equal to the expected future tax benefit/expense of temporary reporting
differences between book and tax accounting methods and any available
operating loss or tax credit carryforwards.  The Company has available at
March 31, 2003 operating loss carryforwards of approximately $6,080,000 which
may be applied against future taxable income and which expires in various
years through 2023.

The amount of and ultimate realization of the benefits from the operating loss
carryforward for income tax purposes is dependent, in part, upon the tax laws
in effect, the future earnings of the Company, and other future events, the
effects of which cannot be determined.  Because of the uncertainty surrounding
the realization of the loss carryforward and significant changes in the
ownership of the Company, a valuation allowance has been established equal to
the tax effect of the loss carryforward and, therefore, no deferred tax asset
has been recorded for the loss carryforward.  The net deferred tax assets are
approximately $2,070,000 as of March 31, 2003, with an offsetting valuation
allowance of the same amount. The change in the valuation allowance for the
period ended March 31, 2003 is approximately $70,000.
                                10
<PAGE>
            WIZZARD SOFTWARE CORPORATIONAND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8   GOING CONCERN

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

NOTE 9   SUBSEQUENT EVENTS

Subsequent to the three months ended March 31, 2003 the Company issued 600,000
shares of common stock for $300,000 in cash upon the exercise of warrants.
The Company repaid a $50,000 related party note payable with related accrued
interest of $2,386.


                                11

<PAGE>

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

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

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

     Over the next 12 months we plan to continue to execute our current
business plan focusing our efforts on speech technology business solutions for
programmers and companies interested in incorporating and utilizing speech
technologies for their workforce and in their products.  We plan to continue
to expand our efforts in attracting customers to use our VoiceTools product
line as well as our customized programming and consulting services through the
leads we generate by distributing our Voice Tools on a worldwide basis.
Currently, our Voice Tools have been distributed over 75,000 times through
Internet linking agreements we have with CNET, Microsoft, IBM, and ZDnet as
well as through sponsored links on most popular search engines such as AOL,
MSN, YAHOO, Google, Excite, Lycos, etc.

     We plan to grow our revenues through:

     *    The expanded distribution of our Voice Tools product line;

     *    Additional sales of our Consulting Services and Tools & Engines;

     *    Additional sales of customized software solutions;

     *    Additional sales of strategic third party products to our product
line to compliment the products we currently offer from IBM and AT&T;

     *    The cross selling of our Consulting Packages, Support Packages and
Commercial Distribution Licenses to customers acquired through leads from the
use of our Voice Tools.

     In order to fund operations in 2003, Wizzard plans to continue to work
towards its quarterly positive cash flow goal based on revenues while at the
same time utilize our new ESOP payroll plan and acceptance of various forms of
small investments and loans from current shareholders.  After seven years of
operating Wizzard, management confidently feels these funding methods will
limit dilution for our shareholders and allow for the funding of operations
over the next 12 months.  A failure by our shareholders to invest or loan
monies to Wizzard would have a negative effect on our potential market share
gains and revenue growth.

     We are actively pursuing the 75,000 businesses and software programmers
who have acquired one of many versions of our Voice Tools product line to
solicit larger consulting and support contracts.  We have a prospective custom
programming and consulting sales pipeline of approximately $2.7 million at
this time.  Ninety percent of this potential sales pipeline has been generated
from leads for our Voice Tools products and through our relationship with IBM.
We expect our new relationship with AT&T to have similar impacts in the year
to come.

     In order to be placed in our sales pipeline, we need to first determine
that a prospect has a reasonable chance to become a paying customer.  We
determine this by first reviewing the detailed questionnaire that the prospect
fills out and submits when downloading one of our Voice Tools or IBM products.
We then follow up the lead by contacting the individual through e-mail.  After
we have established a dialog and the prospective customer has requested a
programming or consulting proposal or has expressed an interest in a contract,
the prospective customer will be placed in the sales pipeline.  Upon being
placed in the pipeline, a prospect is deemed to have 0% chance of closing a
contract with Wizzard.  Based on follow-up contacts with the potential
customer, the chance for a sale is adjusted accordingly.  Once a prospect is
deemed to have a 50% chance of becoming a customer, 50% of the total estimated
potential revenue from the contract is included in the total potential dollar
amount of the pipeline.  As the probability of a sale increase above 50%, so
does the percentage of the total potential revenue that is added to the
pipeline dollar amount. The factors used in determining probability of closing
a sale are: (1) the results of dialogs with the prospect; (2) requests for
detailed proposals; and (3) whether the prospect has placed a cash deposit
with Wizzard.

     Our sales personnel are evaluated based on the results that we have with
prospects that are place in the sales pipeline.  If a sales person is overly
optimistic and places an unreasonable amount of prospects in the pipeline, his
or her job performance will receive a more negative evaluation than will a
sales person who more accurately evaluates prospects.  We believe that this
system helps us to keep our pipeline estimates conservative.  Based on this
system, we conservatively estimate that we will be able to close a sale with
20% to 40% of customers entered into the sales pipeline.

     We built this potential sales pipeline with little marketing expenditures
by following up on leads generated with the distribution of our Voice Tool,
and in some cases by referrals or unsolicited customer inquires.  In order to
achieve positive cash flow, we believe that we will have to close on 20% to
40% of potential custom programming or consulting contracts in addition to
maintaining and growing our Tools and Engines Division revenues.  If we do
close on 20%-40% of the $2.7 million in potential contracts we currently have
in the potential sales pipeline, we will generate between $540,000 and
$1,080,000 through our Consulting Division.  Based on a monthly cash
requirement of approximately $80,000, we will require $960,000 in combined
revenue per year, less cost of goods sold, from our Consulting, Support and
Tools & Engines Divisions.  As our pipeline grows larger, we will need to
receive a progressively smaller proportion of potential contracts to break
even.  In order to meet our 20% to 40% goal, we believe that an increase in
capital expenditures, specifically IT, by businesses in the United States and
Europe must happen.  Upon this happening, Wizzard will have to add more sales
personnel to pursue speech technology and custom programming leads and to
actively market our other products.

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

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

     During the first quarter of 2003, Wizzard recorded revenues of $104,146,
a 90% increase of from $54,614 for the first quarter of 2002. The increase in
Q1 2003 was due to increased revenues from sales of our Voice Tools products
as well as our relationship with IBM that allows the company to sell IBM's
ViaVoice(R) runtime speech recognition and TTS engines in Europe, North
America, South America, Africa and the Middle East.

     During the first quarter of 2003, Wizzard had a cost of goods sold of
$65,765 versus $35,334 in the first quarter of 2002.  The increase in COGS is
attributed in most part to increased contract labor cost due to expanded sales
and project management efforts in our consulting division.

     During the first quarter of 2003, Wizzard recorded total operating
expenses of $375,134, a 130% increase from $158,670 in the first quarter of
2002.  This increase is directly attributable to a non-cash expense of
$210,000 for the re-pricing of warrants for which the company subsequently
received $300,000 in cash upon execution.  General and Administrative costs
were $156,873 versus $156,696 a year ago and Selling expenses were $8,261
versus $1,974 a year ago.

     During the first quarter of 2003, Wizzard had a Loss from Operation of
$336,753, a 141% increase from $144,494 in the first quarter of 2002.  Wizzard
attributes this increase in losses directly to the above mentioned non-cash
expense of $210,000 for the re-pricing of certain warrants.

     During the first quarter of 2003, Wizzard had Other Expenses, primarily
interest expense, of $11,311 attributable to the related party notes payable,
$374,183 of which were converted into common stock during the quarter.

     During the first quarter of 2003, Wizzard had a Net Loss of $348,064, a
141% increase from $144,494 in the first quarter of 2002.  This increase is
directly related to the non-cash expense of 210,000 for the re-pricing of
warrants.  Without this specific non cash expense our Net Loss would have been
$138,064, or approximately $6,400 less than the 1st quarter of 2002.

     During the first quarter of 2003, Wizzard had a Loss per Common Share of
..02 versus .01 for the first quarter in 2002.  This includes the $210,000 non
cash expense for the re-pricing of warrants.

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

     For the 1st quarter of 2003, Wizzard incurred $219,412 in total non-cash
expenses versus $8,550 in non-cash expenses in the first quarter of 2002.
This increase of $210,962 is attributed to the expense of re-pricing warrants
and legal fees paid through the issuance of common stock.

     For the 1st quarter of 2003, we used $89,720 in net cash for operations
versus $72,795 in the first quarter of 2002.  The 24% increase in net cash
used for operating activities is attributed to the labor costs associated with
the increasing revenues. which increased 90%, quarter over quarter.

     For the 1st quarter of 2003, we had depreciation and amortization
expenses of $36,508, versus $38,329 in the first quarter of 2002 for the
amortization of technology purchased in the Speech Systems, Inc acquisition in
2001.

    For the 1st quarter of 2003, we received proceeds of $22,000 from a note
payable from a shareholder.   The note was payable on demand and bore interest
at 5.75% per annum.

     During 1st quarter Wizzard issued 901,778 shares of common stock in
payment of $374,183 in related party notes payable and $13,902 in related
accrued interest. This action lowered Wizzard's overall debt significantly and
allowed the company to achieve a positive net worth for the first time in its
history.

     For the 1st quarter of 2003, Wizzard received proceeds of $37,019 through
the issuance of common stock through the Employee Stock Option Plan proceeds
of which were used to pay employee salaries.  Management attributes the
decrease in Wizzard's dependence on the proceeds of the notes payable from
various shareholders and the proceeds from the issuance of common stock to the
afore mentioned increase in revenues and reduction in debt.

     In the 1st quarter of 2003, we issued 901,778 shares of common stock in
payment of $374,183 in notes payable and $13,902 in related accrued interest.
This action lowered Wizzard's overall debt significantly and allowed the
company to achieve a positive net worth for the first time in its history.

     Subsequent to the quarter ended March 31, 2003, Wizzard $300,000 in
proceeds from the exercise of 600,000 warrants to purchase Wizzard's common
stock at $.50 per share.  Further, Wizzard repaid a $50,000 related party note
payable with related accrued interest of $2,386.

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

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

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

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

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

     (a)  Evaluation of Disclosure Controls and Procedures.
          -------------------------------------------------

     As of a date that is within 90 days of the filing date of this
Quarterly Report (the "Evaluation Date"), Wizzard's President and CEO, as well
as the CFO, have carried out an evaluation of the Company's "disclosure
controls and procedures" (as defined in Rules 13a-14(c) and 15d-14(c) of the
Securities and Exchange Commission).  Based on that evaluation, these officers
have concluded that as of the Evaluation Date, Wizzard's disclosure
controls and procedures were adequate and designed to ensure that material
information relating to Wizzard and its consolidated subsidiaries would be
made known to them by others within those entities.

     (b)  Changes in Internal Controls.
          -----------------------------

     There were no significant changes in Wizzard's internal controls, or to
Wizzard's knowledge, in other factors that could significantly affect its
disclosure controls and procedures subsequent to the Evaluation Date.

                   PART II - OTHER INFORMATION

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

     None; not applicable.

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

     Recent Sales of Unregistered Securities.
     ----------------------------------------

     The following table provides information about all "unregistered" and
"restricted" securities that Wizzard has sold during the quarterly
period ended March 31, 2003, which were not registered under the 1933 Act:

<TABLE>                                 Number
                         Date           of         Aggregate
Name of Owner            Acquired       Shares     Consideration
-------------            --------       ------     -------------

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

Great North               2-7-03        225,000    Retirement of debt
Distributors, Inc.                                 totaling $96,525

The Agentry, LLC         3-30-03          6,098    Purchase of assets
                                                   valued at $6,092

Gordon Berry             3-31-03        165,000    Retirement of debt
                                                   totaling $97,420.85

Patty Plagman            3-31-03        394,000    Retirement of debt
                                                   totaling $150,532.18

Armen Geronian           3-31-03        117,778    Retirement of debt
                                                   totaling $39,476.48

</TABLE>

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.

               None.

          (b)  Reports on Form 8-K.

               None.

                            SIGNATURES

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

                                         WIZZARD SOFTWARE CORPORATION


Date: 5/15/03                               /s/ Christopher Spencer
      --------                             ---------------------------
                                           Christopher J. Spencer, Director,
                                           CEO, President and Treasurer


Date: 5/15/03                               /s/ Armen Geronian
      --------                             ------------------------
                                           Armen Geronian, Director
                                           Secretary


Date: 5/15/03                               /s/ Gordon Berry
      --------                             ------------------------
                                           Gordon Berry, Controller and
                                           Director


Date: 5/15/03                               /s/ Alan Costilo
      --------                             ------------------------
                                           Alan Costilo, Director
<PAGE>

                   CERTIFICATION PURSUANT TO
         SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Christopher J. Spencer, Chief Executive Officer, President and
Treasurer of Wizzard Software Corporation (the "Registrant"), certify that:

     1.   I have reviewed this Quarterly Report on Form 10-QSB of the
Registrant;

     2.   Based on my knowledge, this Quarterly Report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this Quarterly Report;

     3.   Based on my knowledge, the financial statements, and other
financial information included in this Quarterly Report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in this
Quarterly Report;

     4.   The Registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we
have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the Registrant, including its
          consolidated subsidiaries, is made known to us by others within
          those entities, particularly during the period in which this
          Quarterly Report is being prepared;

     b)   evaluated the effectiveness of the Registrant's disclosure
          controls and procedures as of a date within 90 days prior to the
          filing date of this Quarterly Report (the "Evaluation Date"); and

     c)   presented in this Quarterly Report our conclusions about the
          effectiveness of the disclosure controls and procedures based on
          our evaluation as of the Evaluation Date;

     5.   The Registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and the
audit committee of Registrant's board of directors (or persons performing the
equivalent function);

     a)   all significant deficiencies in the design or operation of
          internal controls which could adversely affect the Registrant's
          ability to record, process, summarize and report financial data
          and have identified for the Registrant's auditors any material
          weaknesses in internal controls; and

     b)   any fraud, whether or not material, that involves management or
          other employees who have a significant role in the Registrant's
          internal controls; and

     6.     The Registrant's other certifying officer and I have indicated in
this Quarterly Report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.

Dated: 5/15/03                       Signature: /s/ Christopher Spencer
                                               ---------------------------
                                               Christopher J. Spencer
                                               Chief Executive Officer,
                                               President and Treasurer
<PAGE>
                   CERTIFICATION PURSUANT TO
         SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

  I, Gordon Berry, Controller of Wizzard Software Corporation (the
"Registrant"), certify that:

     1.   I have reviewed this Quarterly Report on Form 10-QSB of the
Registrant;

     2.   Based on my knowledge, this Quarterly Report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this Quarterly Report;

     3.   Based on my knowledge, the financial statements, and other
financial information included in this Quarterly Report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in this
Quarterly Report;

     4.   The Registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we
have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the Registrant, including its
          consolidated subsidiaries, is made known to us by others within
          those entities, particularly during the period in which this
          Quarterly Report is being prepared;

     b)   evaluated the effectiveness of the Registrant's disclosure
          controls and procedures as of a date within 90 days prior to the
          filing date of this Quarterly Report (the "Evaluation Date"); and

     c)   presented in this Quarterly Report our conclusions about the
          effectiveness of the disclosure controls and procedures based on
          our evaluation as of the Evaluation Date;

     5.   The Registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and the
audit committee of Registrant's board of directors (or persons performing the
equivalent function);

     a)   all significant deficiencies in the design or operation of
          internal controls which could adversely affect the Registrant's
          ability to record, process, summarize and report financial data
          and have identified for the Registrant's auditors any material
          weaknesses in internal controls; and

     b)   any fraud, whether or not material, that involves management or
          other employees who have a significant role in the Registrant's
          internal controls; and

     6.   The Registrant's other certifying officer and I have indicated in
this Quarterly Report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.

Dated: 5/15/03                       Signature: /s/ Gordon Berry
                                               ---------------------
                                               Gordon Berry
                                               Controller
<PAGE>


                    CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350,
                      AS ADOPTED PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly report of Wizzard Software Corporation
(the "Registrant") on Form 10-QSB for the period ending March 31, 2003, as
filed with the Securities and Exchange Commission on the date hereof (the
"Quarterly Report"), we, Christopher J. Spencer, CEO, President, Treasurer and
director of the Registrant, and Gordon Berry, Controller of the Registrant,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge and
belief:

     (1) The Quarterly Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Quarterly Report fairly presents, in
all material respects, the financial condition and result of operations of the
Registrant.

Dated: 5/15/03                               /s/ Christopher Spencer
      ---------------                       -------------------------------
                                            Christopher J. Spencer
                                            CEO, President, Treasurer and
                                            director


Dated: 5/15/03                               /s/ Gordon Berry
      ---------------                       -------------------------------
                                            Gordon Berry
                                            Controller