UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20509

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

November 28, 2008

Date of Report

(Date of Earliest Event Reported)

WIZZARD SOFTWARE CORPORATION

(Exact Name of Registrant as Specified in its Charter)


COLORADO	87-0609860
(State or Other Jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5001 Baum Boulevard

Pittsburgh, Pennsylvania 15213

(Address of Principal Executive Offices)

(412) 621-0902

Registrant's Telephone Number

N/A

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01. Entry into a Material Definitive Agreement.

Effective as of November 28, 2008, Wizzard Software Corporation, a Colorado corporation (the “Company”), executed a Modification Agreement (the “Modification Agreement”) with Alpha Capital Anstalt; Whalehaven Capital Fund Ltd.; and Genesis Microcap (collectively, the “Holders”), who collectively hold: (i) Convertible Notes in the original aggregate principal amount of $2,375,000, or which an aggregate principal amount of $1,500,010 is currently outstanding (the “Convertible Notes”); (ii) Class A Common Stock Purchase Warrants entitling the Holders to purchase shares of the Company’s common stock at a price of $2.05 per share (the “A Warrants”); and (iii) Class B Common Stock Purchase Warrants entitling the Holders to purchase shares of the Company’s common stock at a price of $2.00 per share (the “B Warrants”). The A Warrants and the B Warrants are referred to collectively herein as the “Warrants.”

The Company is contemplating the issuance of Secured Notes in the aggregate principal amount of up to $1,100,000, with the payment of such Secured Notes to be secured by certain assets of the Company’s wholly-owned subsidiary, Interim Healthcare of Wyoming, Inc., a Wyoming corporation (“Interim”). However, Section 10(a) of the Company’s Certificate of Designation of Preferences, Rights and Limitations of the Preferred Stock (the “Certificate of Designation”) prohibits the Company and any of its subsidiaries from incurring or guaranteeing any indebtedness without the written consent of the holders of at least 85% in stated value of the then-outstanding shares of Preferred Stock.

Each of the Company’s Preferred Stock holders has executed an Amendment and Waiver Agreement by which it has agreed to the issuance of the Secured Notes and to the pledging of Interim’s assets in connection therewith (the “Waiver Agreement”). As partial consideration therefor, the Company agreed to amend the Certificate of Designation to reduce the conversion price of the Preferred Stock from $2.05 per share to $1.00 per share. This repricing triggered Section 2.1(c)D of the Convertible Notes, which provides for the reduction in their conversion price in the event that the conversion price of any other convertible security of the Company is modified to a price that is less than the conversion price of the Convertible Notes. As a result, the conversion price of the Convertible Notes has been adjusted downward, from $2.00 per share to $1.00 per share. This repricing is documented in Paragraph 2 of the Modification Agreement.

Section 3.4 of the Warrants also contains a provision for the downward adjustment in the Warrants’ conversion price in the event of the issuance of securities convertible into shares of the Company’s common stock at a price that is less than the conversion price of the Warrants. However, under the Modification Agreement, each of

the Holders has agreed to waive this price adjustment solely in connection with the repricing of the Preferred Stock under the Waiver Agreement.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

None; not applicable.

(b) Pro forma financial information.

None; not applicable.

(d) Exhibits.

Exhibit No.

Description

10.1

Modification Agreement

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 hereunto duly authorized.

WIZZARD SOFTWARE CORPORATION,

a Colorado corporation

Dated: 12/2/2008

By /s/ Christopher J. Spencer

Christopher J. Spencer, President

MODIFICATION AGREEMENT

This Modification Agreement (“Agreement”) dated as of November 28, 2008 is entered into by and among Wizard Software Corp., a Colorado corporation (the “Company”) and the subscribers identified on the signature page hereto (each herein a “Subscriber” and collectively the “Subscribers”).

WHEREAS, the Company and the Subscribers are parties to a Subscription Agreement (“Subscription Agreements”) dated October 27, 2006 and an Amendment Agreement dated December 8, 2006, relating to an aggregate investment of $2,375,000 by Subscribers in secured convertible notes as further identified on Schedule A (“Notes”) convertible into Common Stock of the Company and Class A and Class B common stock purchase warrants as further identified on Schedule B (“Warrants”);

WHEREAS, the Company is preparing to enter into the following transaction which will trigger the repricing provisions of Paragraphs 2.1(c)D of the Notes and 3.4 of the Warrants (the “Repricing Provisions”):

(a) The reduction in the conversion price of the Company’s Series A 7% Convertible Preferred Stock from $2.05 per share to $1.00 per share (the “Preferred Stock Conversion Price Reduction”);

WHEREAS, the Company and Subscribers desire to restructure the terms of the Notes to their mutual benefit.

NOW THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement, the Company and the Subscribers hereby agree as follows:

1. All the capitalized terms employed herein shall have the meanings attributed to them in the Subscription Agreements and the documents and agreements delivered therewith.

In accordance with Paragraph 2.1(c)D thereof, each of the Notes is amended as follows:

(a)

The Conversion Price is $1.00 subject to adjustment as set forth in Section 2.1(c) of the Notes.

Each of the Subscribers hereby waives the adjustment of the conversion price of its Warrants under Paragraph 3.4 of such Warrants solely in connection with the Preferred Stock Conversion Price Reduction.

The holding period of the Notes, any stock issued upon any future conversion of the Notes including additional shares of common stock that may be issuable due to the reduction in the Notes’ Conversion Price (the “Additional Conversion Shares”), the Warrants and any stock issued upon any future cashless exercise of the Warrants, tacks back to the original issue date of the Notes and the Warrants for Rule 144 purposes and all stock will be issued without any restrictive legend in accordance with Rule 144. Accordingly, each undersigned Subscriber hereby waives all registration rights that it may otherwise have with respect to the Additional Shares and agrees that any obligation of the Company to register for resale the Additional Conversion Shares shall be suspended so long as the Subscribers may sell the Additional Conversion Shares without any restriction or limitation under Rule 144 as of the date of issuance.

The Company and each of the Subscribers hereby agree that the Company shall use best efforts, as soon as reasonably practicable following the date hereof (but not later than the fifth business day following the date hereof) to list or quote all of the Additional Conversion Shares, but in no event less than ____ shares, on such trading market in addition to the shares of common stock already listed or quoted prior to the date hereof, and each of the Subscribers further agrees not to pursue any claim that it may otherwise have against the Company as a result of any delay in the issuance of the Additional Conversion Shares and which delay is beyond the control of the Company.

All other terms and conditions of the Transaction Documents including the accrual of regular interest shall remain in full force and effect and payable.

This Modification Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to any other party, it being understood that all parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were an original thereof. A copy of this Agreement annexed to the Notes or Warrants shall be sufficient to reflect the amendment thereto.

[REST OF THIS PAGE LEFT INTENTIONALLY BLANK]

Each of the undersigned has read the foregoing Agreement and understands and agrees to it.

WIZARD SOFTWARE CORP.

(“Company”)

/s/ Chris Spencer

By: Chris Spencer

Its: President

ALPHA CAPITAL ANSTALT

WHALEHAVEN CAPITAL FUND, LTD.

(“Subscriber”)

/s/ Konrad Ackerman

/s/ Brian Mazzela

By: Konrad Ackerman

By: Brian Mazzela

Its: Director

Its: CFO

GENESIS MICROCAP, INC.

(“Subscriber”)

/s/

By:

Its:

Schedule A


Holder	Date	Principal Amount
Alpha Capital Anstalt	10/27/2006	$1,000,000.00
Alpha Capital Anstalt	12/8/2006	$100,000.00
Whalehaven Capital Fund, Ltd.	10/27/2006	$400,000.00
Whalehaven Capital Fund, Ltd.	12/8/2006	$350,000.00
Genesis Microcap, Inc.	10/27/2006	$350,000.00
Genesis Microcap, Inc.	12/8/2006	$175,000.00
Total		$2,375,000.00

Schedule B


Holder	Date	Class	Shares
Alpha Capital Anstalt	10/27/2006	Class A	250000
Alpha Capital Anstalt	10/27/2006	Class B	500000
Alpha Capital Anstalt	12/8/2006	Class A	25000
Alpha Capital Anstalt	12/8/2006	Class B	50000
Whalehaven Capital Fund, Ltd.	10/27/2006	Class A	100000
Whalehaven Capital Fund, Ltd.	10/27/2006	Class B	200000
Whalehaven Capital Fund, Ltd.	12/8/2006	Class A	87500
Whalehaven Capital Fund, Ltd.	12/8/2006	Class B	175000
Genesis Microcap, Inc.	10/27/2006	Class A	87500
Genesis Microcap, Inc.	10/27/2006	Class B	175000
Genesis Microcap, Inc.	12/8/2006	Class A	43750
Genesis Microcap, Inc.	12/8/2006	Class B	87500