Wizzard Software // Proxy Statement 2011

Notice of Annual Meeting of Stockholders

TO BE HELD ON JUNE 15, 2011

To the Stockholders of Wizzard Software Corporation:

The 2011 Annual Meeting of Stockholders of Wizzard Software Corporation, a Colorado corporation, will be held on Wednesday, June 15, 2011, starting at 2:00 p.m., Eastern Daylight Time, at the Marriott Courtyard, 5308 Liberty Ave., Pittsburgh, PA 15224, for the following purposes:


	1.	To elect four directors to serve until the next annual meeting of stockholders, or until their successors are duly elected and qualified;

To approve an amendment to the Article of Incorporation to increase Wizzard’s authorized shares of common stock from 100,000,000 shares to 200,000,000 shares;

To ratify the selection by the Board of Directors of Gregory & Associates LLC as independent auditors of Wizzard for the fiscal year ending December 31, 2011; and


	4.	To transact such other business as may properly come before the annual meeting and any and all adjournments or postponements thereof.

Our Board of Directors has chosen the close of business on April 7, 2011 as the record date for determining the stockholders entitled to notice of, and to vote at, the annual meeting. Only stockholders of record as of the record date are entitled to notice of, and to vote at, the annual meeting and any adjournments or postponements thereof. A copy of our proxy statement and a proxy card accompany this notice. These materials will first be mailed to stockholders on or about April 30, 2011.

By Order of the Board of Directors,

/s/ Douglas Polinsky

Douglas Polinsky

Director

April 8, 2011