UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2008, or

[ ]	Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ______________ to _____________.

Commission File No. 0-23862

Fonix Corporation

(Exact name of registrant as specified in its charter)

Delaware	22-2994719
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

387 South 520 West, Suite 110

Lindon, Utah 84042

(Address of principal executive offices with zip code)

(801) 553-6600

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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: Yes [X] No[ ].

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. (Check one):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-25 of the Exchange Act). Yes __ No X

As of November 14, 2008, there were issued and outstanding 16,615,553,852 shares of our Class A common stock.

FONIX CORPORATION

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

		Page

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets – As of September 30, 2008, and December 31, 2007	3

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the
	Three and Nine Months Ended September 30, 2008 and 2007	4

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
	September 30, 2008 and 2007	5

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4T.	Controls and Procedures	34


PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	35

Item 1A.	Risk Factors	35

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 6.	Exhibits	36

Fonix Corporation and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30,			December 31,
	2008			2007

ASSETS

Current assets
Cash and cash equivalents	$	10,000		$	26,000
Prepaid expenses and other current assets		60,000			61,000

Total current assets		70,000			87,000

Property and equipment, net of accumulated depreciation of $1,301,000 and $1,293,000, respectively		28,000			16,000

Deposits and other assets		12,000			108,000

Total assets	$	110,000		$	211,000

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accrued liabilities	$	4,666,000		$	4,505,000
Accounts payable		1,682,000			1,532,000
Derivative liability		33,886,000			20,742,000
Accrued payroll and other compensation		211,000			211,000
Accrued settlement obligation		85,000			540,000
Deferred revenues		445,000			445,000
Notes payable - related parties		940,000			902,000
Series E debentures		-			1,754,000
Current portion of notes payable		-			3,833,000
Deposits and other		7,000			7,000

Total current liabilities		41,922,000			34,471,000

Long-term notes payable, net of current portion		-			3,556,000

Total liabilities		41,922,000			38,027,000

Commitments and contingencies

Stockholders' deficit
Preferred stock, $0.0001 par value; 50,000,000 shares authorized;
Series A, convertible; 166,667 shares outstanding (aggregate liquidation preference of $6,055,000)		500,000			500,000
Series L, convertible; 1,501 shares and 1,535 shares outstanding , respectively		-			-
Common stock, $0.0001 par value; 20,000,000,000 shares authorized;
Class A voting, 14,900,043,852 shares and 4,287,119,186 shares outstanding, respectively		1,490,000			429,000
Class B non-voting, none outstanding		-			-
Additional paid-in capital		239,183,000			238,714,000
Outstanding warrants to purchase Class A common stock		474,000			474,000
Cumulative foreign currency translation adjustment		10,000			10,000
Accumulated deficit		(283,469,000	)		(277,943,000	)

Total stockholders' deficit		(41,812,000	)		(37,816,000	)

Total liabilities and stockholders' deficit	$	110,000		$	211,000

See accompanying notes to condensed consolidated financial statements.

Fonix Corporation and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007


Revenues	$	223,000		$	339,000		$	1,069,000		$	1,344,000
Cost of revenues		3,000			54,000			53,000			133,000

Gross profit		220,000			285,000			1,016,000			1,211,000

Expenses:
Selling, general and administrative		343,000			502,000			1,431,000			1,966,000
Product development and research		300,000			338,000			992,000			1,263,000

Total expenses		643,000			840,000			2,423,000			3,229,000

Other income (expense):
Interest expense		(1,686,000	)		(476,000	)		(2,723,000	)		(1,393,000	)
Gain on forgiveness of liabilities		-			199,000			-			199,000
Gain on derivative liability		408,000			247,000			95,000			776,000

Other income (expense), net		(1,278,000	)		(30,000	)		(2,628,000	)		(418,000	)

Net loss from continuing operations		(1,701,000	)		(585,000	)		(4,035,000	)		(2,436,000	)

Net loss		(1,701,000	)		(585,000	)		(4,035,000	)		(2,436,000	)
Preferred stock dividends		(466,000	)		(436,000	)		(1,491,000	)		(1,278,000	)

Loss attributable to common stockholders	$	(2,167,000	)	$	(1,021,000	)	$	(5,526,000	)	$	(3,714,000	)


Basic and diluted loss per common share from continuing operations	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)


Net loss	$	(1,701,000	)	$	(585,000	)	$	(4,035,000	)	$	(2,436,000	)

See accompanying notes to condensed consolidated financial statements.

Fonix Corporation and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Nine Months Ended September 30,	2008			2007
Cash flows from operating activities
Net income (loss)	$	(4,035,000	)	$	(2,436,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on derivative liability		(95,000	)		(776,000	)
Accretion of discount on notes payable		2,124,000			774,000
Issuance of shares for employee grants		709,000			-
Gain on forgiveness of liabilities		-			(199,000	)
Depreciation		8,000			29,000
Changes in assets and liabilities
Prepaid expenses and other current assets		134,000			2,000
Other assets		96,000			-
Accounts payable		274,000			(130,000	)
Accrued payroll and other compensation		-			44,000
Other accrued liabilities		576,000			581,000
Deferred revenues		-			(14,000	)

Net cash used in operating activities		(209,000	)		(2,125,000	)

Cash flows from investing activities
Purchase of property and equipment		(20,000	)		-

Net cash used in investing activities		(20,000	)		-

Cash flows from financing activities
Proceeds from related party note payable		59,000			102,000
Proceeds from Series B Preferred Stock		-			1,250,000
Proceeds from Series N Preferred Stock		-			915,000
Advance on Series N Preferred Stock		-			10,000
Proceeds from issuance of Series O Preferred Stock		609,000			-
Proceeds from notes payable		-			450,000
Payments on accrued settlement obligation		(455,000	)		(594,000	)

Net cash provided by financing activities		213,000			2,133,000

Net increase (decrease) in cash and cash equivalents		(16,000	)		8,000

Cash and cash equivalents at beginning of period		26,000			5,000

Cash and cash equivalents at end of period	$	10,000		$	13,000

See accompanying notes to condensed consolidated financial statements.

Fonix Corporation and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)

Supplemental schedule of noncash investing and financing activities

For the Nine Months Ended September 30, 2008:

Issued 3,228,481,781 shares of Class A common stock upon conversion of 34 shares of Series L Convertible Preferred Stock.

Issued 4,483,938,874 shares of Class A common stock for employee stock grants

Issued 624,705,379 shares of Class A common stock for unpaid legal fees.

Issued 726,126,126 shares of Class A common stock for consulting services.

Issued 1,339,746,008 shares of Class A common stock upon conversion of $162,000 in accrued interest.

Issued 209,926,500 shares of Class A common stock upon conversion of $21,000 in notes payable – related parties.

Accrued $1,040,000 of dividends on Series L Preferred Stock.

Accrued $103,000 of dividends on Series M Preferred Stock.

Accrued $105,000 of dividends on Series N Preferred Stock.

Accrued $23,000 of dividends on Series O Preferred Stock.

Accrued $86,000 of dividends on Fonix Speech Series B Preferred Stock.

For the Nine Months Ended September 30, 2007:

Issued 1,502,304,306 shares of Class A common stock upon conversion of 141 shares of Series L Convertible Preferred Stock.

Accrued $1,144,000 of dividends on Series L Preferred Stock.

Accrued $67,000 of dividends on Series M Preferred Stock.

Accrued $7,000 of dividends on Series N Preferred Stock.

Accrued $56,000 of dividends on Fonix Speech Series B Preferred Stock.

Issued 150 shares of Series M Convertible Preferred Stock with a face value of $1,500,000 in exchange for 150 shares of Series L Preferred Stock with a face value of $1,500,000.

Issued 915 shares of Series N Convertible Preferred Stock with a face value of $915,000.

See accompanying notes to condensed consolidated financial statements.

Fonix Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation – The accompanying unaudited condensed consolidated financial statements of Fonix Corporation and subsidiaries (collectively, the “Company” or “Fonix”) have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading. The Company suggests that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s 2007 Annual Report on Form 10-K.

These condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) that, in the opinion of management, are necessary to present fairly the financial position and results of operations of the Company for the periods presented. The Company’s business strategy is not without risk, and readers of these condensed consolidated financial statements should carefully consider the risks set forth under the heading “Certain Significant Risk Factors” in the Company’s 2007 Annual Report on Form 10-K.

Operating results for the nine months ended September 30, 2008, are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

Nature of Operations – Fonix Corporation (“the Company” or “Fonix”) provides value-added speech technologies through its subsidiary, Fonix Speech, Inc. (“Fonix Speech”). The Company offers speech-enabling technologies including automated speech recognition (“ASR”) and text-to-speech (“TTS”) through Fonix Speech to markets for wireless and mobile devices, computer telephony, server solutions and personal software for consumer applications. The Company has received various patents for certain elements of its core technologies and has filed applications for other patents covering various aspects of its technologies. The Company seeks to develop relationships and strategic alliances with third-party developers and vendors in telecommunications, computers, electronic devices and related industries, including producers of application software, operating systems, computers and microprocessor chips. Revenues are generated through licensing of speech-enabling technologies, maintenance contracts and services.

Business Condition - For the three months ended September 30, 2008 and 2007, the company generated revenues of $223,000 and $339,000, respectively, and incurred net losses of $1,701,000 and $585,000, respectively. For the nine months ended September 30, 2008 and 2007, the company generated revenues of $1,069,000 and $1,344,000, respectively, incurred net losses of $4,035,000 and $2,436,000, respectively, and had negative cash flows from operating activities of $209,000 and $2,125,000, respectively. As of September 30, 2008, we had an accumulated deficit of $283,469,000; negative working capital of $41,852,000; derivative liabilities of $33,886,000 related to the issuance of Series L Preferred Stock, Series M Preferred Stock, Series N Preferred Stock, Series O Preferred Stock and Series P Preferred Stock of the Company and Series B Preferred Stock of our subsidiary; accrued liabilities and accrued settlement obligation of $4,751,000; accounts payable of $1,682,000; notes payable to related parties of $940,000; accrued payroll and other compensation of $211,000; and deferred revenues of $445,000. We expect to continue to incur significant losses and negative cash flows from operating activities at least through December 31, 2008, primarily due to expenditure requirements associated with continued marketing and development of our speech-enabling technologies.

The Company’s cash resources, limited to collections from customers, sales of our equity and debt securities and loans, have not been sufficient to cover operating expenses. As a result, some payments to vendors have been delayed. On March 15, 2007, the New York State trial court entered judgment against the Company and in favor of the Breckenridge Fund in the amount of $1,602,000. In February 2008, the Company entered into an amended settlement agreement with Breckenridge under which the Company agreed to pay Breckenridge $540,000, which amount was paid in full in November 2008.

Fonix Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

These factors, as well as the risk factors set out elsewhere in the Company’s Annual Report on Form 10-K, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management plans to fund further operations of the Company from cash flows from future license and royalty arrangements and with proceeds from additional issuance of debt and equity securities. There can be no assurance that management’s plans will be successful.

Net Loss Per Common Share – Basic and diluted net loss per common share are calculated by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. As of September 30, 2008 and 2007, there were outstanding common stock equivalents to purchase 233,964,681,280 and 42,840,665,606 shares of common stock, respectively, that were not included in the computation of diluted net loss per common share as their effect would have been anti-dilutive, thereby decreasing the net loss per common share.

The following table is a reconciliation of the net loss numerator of basic and diluted net loss per common share for the three and nine months ended September 30, 2008 and 2007:

	Three Months Ended September 30,
	2008						2007
				Per						Per
				Share						Share
	Amount			Amount			Amount			Amount
Net loss	$	(1,701,000	)				$	(585,000	)
Preferred stock dividends		(466,000	)					(436,000	)
Loss attributable to common stockholders	$	(2,167,000	)	$	(0.00	)	$	(1,021,000	)	$	(0.00	)
Weighted-average common shares outstanding		12,733,212,844						2,517,230,627

	Nine Months Ended September 30,
	2008						2007
				Per						Per
				Share						Share
	Amount			Amount			Amount			Amount
Net loss	$	(4,035,000	)				$	(2,436,000	)
Preferred stock dividends		(1,491,000	)					(1,278,000	)
Loss attributable to common stockholders	$	(5,526,000	)	$	(0.00	)	$	(3,714,000	)	$	(0.00	)
Weighted-average common shares outstanding		8,028,530,486						2,003,817,026

Imputed Interest Expense – Interest is imputed on long-term debt obligations where management has determined that the contractual interest rates are below the market rate for instruments with similar risk characteristics.

Comprehensive Loss – Other comprehensive loss as presented in the accompanying condensed consolidated financial statements consists of cumulative foreign currency translation adjustments.

Revenue Recognition – The Company recognizes revenue when pervasive evidence of an arrangement exists; services have been rendered or products have been delivered; the price to the buyer is fixed and determinable; and collectibility is reasonably assured. Revenues are recognized by the Company based on the various types of transactions generating the revenue. For software sales, the Company recognizes revenues in accordance with the provisions of Statement of Position No. 97-2, “Software Revenue Recognition,” and related interpretations. The Company generates revenues from licensing the rights to its software products to end users and from royalties.

Fonix Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

For Fonix Speech, revenue of all types is recognized when acceptance of functionality, rights of return, and price protection are confirmed or can be reasonably estimated, as appropriate. Revenues from development and consulting services are recognized on a completed-contract basis when the services are completed and accepted by the customer. The completed-contract method is used because the Company’s contracts are typically either short-term in duration or the Company is unable to make reasonably dependable estimates of the costs of the contracts. Revenue for hardware units delivered is recognized when delivery is verified and collection assured.

Revenue for products distributed through wholesale and retail channels and through resellers is recognized upon verification of final sell-through to end users, after consideration of rights of return and price protection. Typically, the right of return on such products has expired when the end user purchases the product from the retail outlet. Once the end user opens the package, it is not returnable unless the medium is defective.

When arrangements to license software products do not require significant production, modification or customization of software, revenue from licenses and royalties are recognized when persuasive evidence of a licensing arrangement exists, delivery of the software has occurred, the fee is fixed or determinable, and collectibility is probable. Post-contract obligations, if any, generally consist of one year of support including such services as customer calls, bug fixes, and upgrades. Related revenue is recognized over the period covered by the agreement. Revenues from maintenance and support contracts are also recognized over the term of the related contracts.

Revenues applicable to multiple-element fee arrangements are bifurcated among the elements such as license agreements and support and upgrade obligations using vendor-specific objective evidence of fair value. Such evidence consists primarily of pricing of multiple elements as if sold as separate products or arrangements. These elements vary based upon factors such as the type of license, volume of units licensed, and other related factors.

Deferred revenue as of September 30, 2008, and December 31, 2007, consisted of the following:

Description	Criteria for Recognition		September 30, 2008				December 31, 2007
Deferred unit royalties and license fees	Delivery of units to end users or expiration of contract		$	445,000			$	445,000

Cost of Revenues – Cost of revenues from license, royalties, and maintenance consists of costs to distribute the product, installation and support personnel compensation, amortization and impairment of capitalized speech software costs, licensed technology, and other related costs. Cost of service revenues consists of personnel compensation and other related costs.

Software Technology Development and Production Costs – All costs incurred to establish the technological feasibility of speech software technology to be sold, leased, or otherwise marketed are charged to product development and research expense. Technological feasibility is established when a product design and a working model of the software product have been completed and confirmed by testing. Costs to produce or purchase software technology incurred subsequent to establishing technological feasibility are capitalized. Capitalization of software costs ceases when the product is available for general release to customers. Costs to perform consulting or development services are charged to cost of revenues in the period in which the corresponding revenues are recognized. The cost of maintenance and customer support is charged to expense when related revenue is recognized or when these costs are incurred, whichever occurs first.

2. NOTES PAYABLE

In connection with the acquisition of the capital stock of LTEL Holdings in 2004, the Company issued a 5%, $10,000,000, secured, six-year note (the “Note”) payable to McCormack Avenue, Ltd. (“McCormack”). Under the terms of the Note, quarterly interest-only payments were required through January 15, 2005, with quarterly principal and interest payments of $319,000 beginning April 2005 and continuing through January 2010. Interest on the Note is payable in cash or, at the Company’s option, in shares of the Company’s Class A common stock. The Note is secured by the capital stock and all of the assets of LTEL Holdings and its subsidiaries. The Note was originally valued at $4,624,000 based on an imputed interest rate of 25 percent per annum.

Fonix Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

On September 8, 2006, the Company received a default notice (the “Default Notice”) from McCormack in respect of the Note In the Default Notice, McCormack stated that it intended to exercise its rights, including any and all rights set forth in the Note, as amended. McCormack has taken no action to collect amounts due under the Note.

On September 30, 2008, the Company entered into a Series P 9% Convertible Preferred Stock Exchange Agreement (the “Exchange Agreement”) with McCormack and Sovereign Partners, LP (“Sovereign”), whereby McCormack exchanged the Note, along with other promissory notes and the Series E debenture (discussed in Note 5), and Sovereign exchanged two promissory notes, for shares of the Company’s Series P 9% Convertible Preferred Stock (the Series P Preferred Stock”). A table listing the obligations exchanged and the number of shares of Series P Preferred Stock issued is included at the end of this Note 2.

During the fourth quarter of 2006, the Company entered into two promissory notes with McCormack Avenue, Ltd., in the aggregate amount of $330,000. These notes accrue interest at 10% annually and were due and payable during the second quarter of 2007. These promissory notes were exchanged for shares of the Company’s Series P Preferred Stock. See table below.

During the quarter ended March 31, 2007, the Company entered into five promissory notes with McCormack Avenue, Ltd. and Sovereign Partners LP., in the aggregate amount of $450,000. These notes accrue interest at 10% annually and were due and payable during the third quarter of 2007. These promissory notes were exchanged for shares of the Company’s Series P Preferred Stock. See table below.

Purchaser	Nature of Obligation Exchanged	Amount of Obligation Exchanged		Number of Series P Preferred Shares to be Issued
Sovereign Partners LP	Promissory Note, dated February 22, 2007, in the principal amount of $100,000, and interest of $16,278	$	116,278		11.6278
Sovereign Partners LP	Promissory Note, dated March 13, 2007, in the principal amount of $100,000, and interest of $15,750	$	115,750		11.575
McCormack Avenue, Ltd.	Promissory Note, dated January 11, 2007, in the principal amount of $50,000, and interest of $8,722	$	58,722		5.8722
McCormack Avenue, Ltd.	Promissory Note, dated January 19, 2007, in the principal amount of $100,000, and interest of $17,222	$	117,222		11.7222
McCormack Avenue, Ltd.	Promissory Note, dated January 26, 2007, in the principal amount of $100,000, and interest of $17,028	$	117,028		11.7028
McCormack Avenue, Ltd.	Promissory Note, dated December 28, 2006, in the principal amount of $95,000, and 16,942	$	111,942		11.1942
McCormack Avenue, Ltd.	Promissory Note, dated December 15, 2006, in the principal amount of $235,000, and interest of $42,701	$	277,701		27.7701
McCormack Avenue, Ltd.	Note Payable, dated February, 2004, in the principal amount of $8,732,620, and interest of $1,311,105	$	10,043,725		1,004.3725
McCormack Avenue, Ltd.	Series E Debenture, dated December 7, 2007, in the principal amount of $1,754,464, and interest of $291,763	$	2,046,227		204.6227

Fonix Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

3. RELATED-PARTY NOTES PAYABLE

During 2002, two executive officers of the Company (the “Lenders”) sold shares of the Company’s Class A common stock owned by them and advanced the resulting proceeds amounting to $333,000 to the Company under the terms of a revolving line of credit and related promissory note. The funds were advanced for use in Company operations. The advances bear interest at 12 percent per annum, which interest is payable on a semi-annual basis. The entire principal, along with unpaid accrued interest and any other unpaid charges or related fees, was originally due and payable on June 10, 2003. The Company and the Lenders have agreed to postpone the maturity date on several occasions. The note was due September 30, 2006. As of June 30, 2008, the Company had not made payment against the outstanding balance due on the note. All or part of the outstanding balance and unpaid interest may be converted at the option of the Lenders into shares of Class A common stock of the Company at any time. The conversion price was the average closing bid price of the shares at the time of the advances. To the extent the market price of the Company’s shares is below the conversion price at the time of conversion, the Lenders are entitled to receive additional shares equal to the gross dollar value received from the original sale of the shares. A beneficial conversion option of $15,000 was recorded as interest expense in connection with this transaction. The Lenders may also receive additional compensation as determined appropriate by the Board of Directors.

During the year ended December 31, 2005, the Company received an additional advance of $50,000 against the promissory note. The balance due at December 31, 2005 was $486,000. During the year ended December 31, 2006, the Company received additional advances and other consideration from the Lenders in the aggregate amount of $419,000 and made principal payments to the Lenders against the note of $105,000. During the year ended December 31, 2007, the Company received additional advances of $102,000. During the nine months ended September 30, 2008, the Company received additional advances of $59,000. The balance due at September 30, 2008, was $940,000.

The balance due of $940,000 is secured by the Company’s intellectual property rights and common stock of Fonix Speech. For the nine months ended September 30, 2008, the Lenders converted $21,000 of the principal balance into 209,926,500 shares common stock, and also converted $107,000 of accrued interest into 694,173,415 shares of common stock for the benefit of one of the Lenders, Thomas A. Murdock, a former officer and director of the Company.

4. PREFERRED STOCK

The Company’s certificate of incorporation allows for the issuance of preferred stock in such series and having such terms and conditions as the Company’s board of directors may designate.

Series A Convertible Preferred Stock – As of September 30, 2008, there were 166,667 shares of Series A convertible preferred stock outstanding. Holders of the Series A convertible preferred stock have the same voting rights as common stockholders, have the right to elect one person to the board of directors and are entitled to receive a one time preferential dividend of $2.905 per share of Series A convertible preferred stock prior to the payment of any dividend on any class or series of stock. At the option of the holders, each share of Series A convertible preferred stock is convertible into one share of Class A common stock and in the event that the common stock price has equaled or exceeded $10 per share for a 15 day period, the shares of Series A convertible preferred stock will automatically be converted into Class A common stock. In the event of liquidation, the holders are entitled to a liquidating distribution of $36.33 per share and a conversion of Series A convertible preferred stock at an amount equal to .0375 shares of common stock for each share of Series A convertible preferred stock.

Fonix Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Series L Preferred Stock – On September 7, 2006, the Company entered into a Series L 9% Convertible Preferred Stock Exchange Agreement (the "Exchange Agreement") with McCormack and Kenzie Financial (“Kenzie”), a British Virgin Islands company. Pursuant to the Exchange Agreement, McCormack and Kenzie exchanged all 2,000 shares of Series H Preferred Stock that they acquired from the sale of LTEL Holdings, for 1,960.8 and 39.2 shares, respectively, of the Company's Series L 9% Convertible Preferred Stock (the "Series L Preferred Stock").

Because the shares of Series L Preferred Stock were issued in exchange for the remaining outstanding shares of Series H Preferred Stock, the Company did not receive any proceeds in connection with the issuance of the Series L Preferred Stock.

The Series L Preferred Stock entitles McCormack and Kenzie to receive dividends in an amount equal to 9% of the then-outstanding balance of shares of Series L Preferred Stock. The dividends are payable in cash or shares of the Company's Class A common stock, at the Company's option.

The Series L Preferred Stock is convertible into common stock of the Company at the option of the holder by using a conversion price which was 80% of the average of the two (2) lowest closing bid prices for the twenty-day trading period prior to the conversion date.

Redemption of the Series L Preferred Stock, whether at the Company’s option or that of McCormack or Kenzie, requires the Company to pay, as a redemption price, the stated value of the outstanding shares of Series L Preferred Stock to be redeemed, together with any accrued but unissued dividends thereon, multiplied by one hundred ten percent (110%).

The Company accounted for the exchange as redemption of the outstanding Series H Preferred Stock as the Series H Preferred Stock was not convertible into shares of common stock of the Company. The Series L Preferred Stock is convertible into shares of common stock of the Company. The Company followed the accounting treatment in SFAS 150 “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” SFAS 133 “Accounting for Derivative Instruments and Hedging Activities” and EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.” The Company recognized a derivative liability upon the redemption of $30,991,000 due to the value of the conversion feature of the Series L Preferred Stock. The liability was calculated using the Black-Scholes valuation model with the following assumptions: dividend yield of 0%, expected volatility of 140%, risk-free rate of 3.75% and expected life of 4 years. As the value of the derivative liability was greater than the face value of the Series L Preferred Stock, no value was prescribed to the Series L Preferred Stock. Also in connection with the redemption, the Company recognized a preferred stock dividend of $16,000,000, equal to the original discount the Company had assigned to the Series H Preferred Stock. At September 30, 2008, the fair value of the Series L Preferred Stock derivative liability was $15,359,000.

For the nine months ended September 30, 2008, the Company issued 3,228,481,781 shares of its Class A common stock in conversion of 34 shares of its Series L Preferred Stock. At September 30, 2008, 1,501 shares of Series L Preferred Stock remained outstanding. (See Note 9 for discussion of conversions subsequent to September 30, 2008.)

Series M Preferred Stock – On April 4, 2007, the Company entered into a Series M 9% Convertible Preferred Stock Exchange Agreement with Sovereign Partners, LP (“Sovereign”). Pursuant to the exchange agreement, Sovereign exchanged 150 shares of the Company’s Series L Preferred Stock for 150 shares of the Company’s Series M 9% Convertible Preferred Stock (the “Series M Preferred Stock”).

Fonix Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The Series M Preferred Stock entitles Sovereign or its assignees to receive dividends in an amount equal to 9% of the then-outstanding balance of shares of Series M Preferred Stock. The dividends are payable in cash or shares of the Company’s Class A common stock, at the Company’s option.

The Series M Preferred Stock may be converted into common stock of the Company at the option of the holder by using a conversion price which shall be the lower of (i) 80% of the average of the two lowest closing bid prices for the twenty-day trading period prior to the conversion date, or (ii) $0.004.

Redemption of the Series M Preferred Stock, whether at the Company’s option or that of Sovereign, requires the Company to pay, as a redemption price, the stated value of the outstanding shares of Series M Preferred Stock to be redeemed, together with any accrued but unissued dividends thereon, multiplied by one hundred ten percent (110%).

Because the shares of Series M were issued in exchange for the outstanding shares of Series L Preferred Stock, the Company did not receive any proceeds in connection with the issuance of the Series M Preferred Stock.

The Company followed the accounting treatment in SFAS 150 “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” SFAS 133 “Accounting for Derivative Instruments and Hedging Activities” and EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.” The Company recognized a derivative liability upon the redemption of $1,603,000 due to the value of the conversion feature of the Series M Preferred Stock, which was previously recorded as part of the Series L Preferred Stock derivative liability. The liability was calculated using the Black-Scholes valuation model with the following assumptions: dividend yield of 0%, expected volatility of 134%, risk-free rate of 5% and expected life of 4 years. As the value of the derivative liability was greater than the face value of the Series M Preferred Stock, no value was prescribed to the Series M Preferred Stock. At September 30, 2008, the fair value of the Series M Preferred Stock derivative liability was $1,535,000.

As of September 30, 2008, there were 150 shares of Series M Preferred Stock convertible preferred stock outstanding.

Series N Convertible Preferred Stock – On August 24, 2007, the Company entered into a Securities Purchase Agreement with Trillium Partners, LP and other unnamed future investors relating to the issuance and sale of the Company’s Series N 9% Convertible Preferred Stock.

Pursuant to the agreement, the Company agreed to issue up to 2,400 shares of its Series N 9% Convertible Preferred Stock (the “Series N Preferred Stock”) at a per share price of $1,000 to Trillium Partners, LP and other unnamed future investors, for gross proceeds of up to $2,400,000. As of the date of this report, the Company had issued 1,755 shares of the Series N Preferred Stock, for cash proceeds of $1,350,000.

The Series N Preferred Stock entitles the Purchasers to receive dividends in an amount equal to 9% of the then-outstanding balance of shares of Series N Preferred Stock. The dividends are payable in cash or shares of the Company's Class A common stock, at the Company's option.

The Series N Preferred Stock is convertible into Class A common stock of the Company at the option of the holder by using a conversion price equal to 80% of the average of the two lowest closing bid prices for the twenty-day trading period prior to the conversion date.

Redemption of the Series N Preferred Stock, whether at the Company’s option or that of the Purchasers requires the Company to pay, as a redemption price, the stated value of the outstanding shares of Series N Preferred Stock to be redeemed, together with any accrued but unissued dividends thereon, multiplied by one hundred ten percent (110%).

Fonix Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The Company followed the accounting treatment in SFAS 150 “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” SFAS 133 “Accounting for Derivative Instruments and Hedging Activities” and EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.” The Company recognized a derivative liability upon the redemption of $957,000 due to the value of the conversion feature of the Series N Preferred Stock. The liability was calculated using the Black-Scholes valuation model with the following assumptions: dividend yield of 0%, expected volatility of 128%, risk-free rate of 5.0% and expected life of 4 years. As the value of the derivative liability was greater than the face value of the Series N Preferred Stock, no value was prescribed to the Series N Preferred Stock. At September 30, 2008, the fair value of the Series N Preferred Stock derivative liability was $1,795,000.

As of September 30, 2008, there were 1,755 shares of Series N Preferred Stock convertible preferred stock outstanding.

Series O Convertible Preferred Stock – Between January 25, 2008, and September 30, 2008, the Company received advances from three entities in connection with the purchase agreements related to the Company’s Series O 9% Convertible Preferred Stock (“Series O Preferred Stock”). On May 20, 2008, the Company entered into Securities Purchase Agreements with Southridge Partners LP, Southshore Capital Fund LTD, Sovereign Partners LP (collectively, the “Series O Purchasers”) for the sale of an aggregate of 609 shares of Series O Preferred Stock for gross proceeds of $609,000. The material terms of the purchase agreements had been agreed upon prior to receipt of the advances. Therefore, the Series O Preferred Stock was accounted for as discussed below on the dates cash proceeds were received by the Company. The Company also began accruing dividends upon receiving the advances.

The Series O Preferred Stock entitles the Purchasers to receive dividends in an amount equal to 9% of the then-outstanding balance of shares of Series O Preferred Stock. The dividends are payable in cash or shares of the Company's Class A common stock, at the Company's option.

The Series O Preferred Stock is convertible into common stock of the Company at the option of the holder by using a conversion price, equal to 80% of the average of the two lowest closing bid prices for the twenty-day trading period prior to the conversion date.

Redemption of the Series O Preferred Stock, whether at the Company’s option or that of the Purchasers requires the Company to pay, as a redemption price, the stated value of the outstanding shares of Series O Preferred Stock to be redeemed, together with any accrued but unissued dividends thereon, multiplied by one hundred ten percent (110%).

The Company followed the accounting treatment in SFAS 150 “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” SFAS 133 “Accounting for Derivative Instruments and Hedging Activities” and EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.” The Company recognized a derivative liability upon the redemption of $290,000 due to the value of the conversion feature of the Series O Preferred Stock. The liability was calculated using the Black-Scholes valuation model with the following assumptions: dividend yield of 0%, expected volatility of 128%, risk-free rate of 5.0% and expected life of 4 years. As the value of the derivative liability was greater than the face value of the Series O Preferred Stock, no value was prescribed to the Series O Preferred Stock. At September 30, 2008, the fair value of the Series O Preferred Stock derivative liability was $623,000.

As of September 30, 2008, there were 609 shares of Series O Preferred Stock convertible preferred stock outstanding.

Fonix Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Series P Convertible Preferred Stock – On September 30, 2008, the Company entered into a Series P 9% Convertible Preferred Stock Exchange Agreement (the “Exchange Agreement”) with Sovereign Partners, LP (“Sovereign”), and McCormack Avenue Ltd. (“McCormack”). Pursuant to the Exchange Agreement, Sovereign and McCormack exchanged certain debt obligations, discussed more fully below, for shares of the Company’s Series P 9% Convertible Preferred Stock (the “Series P Preferred Stock”).

The Series P Preferred Stock entitles the holders to receive dividends in an amount equal to 9% of the then-outstanding balance of shares of Series P Preferred Stock. The dividends are payable in cash or shares of the Company’s Class A common stock, at the Company’s option.

The Series P Preferred Stock may be converted into common stock of the Company at the option of the holder by using a conversion price which shall be 80% of the average of the two (2) lowest closing bid prices for the twenty-day trading period prior to the conversion date.

Redemption of the Series P Preferred Stock, whether at our option or that of the holder, requires us to pay, as a redemption price, the stated value of the outstanding shares of Series P Preferred Stock to be redeemed, together with any accrued but unissued dividends thereon, multiplied by one hundred ten percent (110%).

Because the shares of Series P were issued in exchange for certain outstanding debt obligations, the Company, we did not receive any proceeds in connection with the issuance of the Series P Preferred Stock to McCormack and Sovereign.

In connection with the issuance of the Series P Preferred Stock, on September 26, 2008, the Company filed with the State of Delaware a Certificate of Designation and Series P 9% Convertible Stock Terms (the “Series P Terms”), which become a part of its Certificate of Incorporation, as amended.

The Company followed the accounting treatment in SFAS 150 “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” SFAS 133 “Accounting for Derivative Instruments and Hedging Activities” and EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.” The Company recognized a derivative liability upon the redemption of $13,,000 due to the value of the conversion feature of the Series P Preferred Stock. The liability was calculated using the Black-Scholes valuation model with the following assumptions: dividend yield of 0%, expected volatility of 128%, risk-free rate of 5.0% and expected life of 4 years. As the value of the derivative liability was greater than the face value of the Series P Preferred Stock, no value was prescribed to the Series P Preferred Stock. At September 30, 2008, the fair value of the Series P Preferred Stock derivative liability was $13,304,000.

As of September 30, 2008, there were 1,300 shares of Series P Preferred Stock convertible preferred stock outstanding.

Fonix Speech, Inc. Series B Convertible Preferred Stock – On April 4, 2007, the Company entered into a Securities Purchase Agreement by and among the Company, Fonix Speech, Inc. (“FSI”), and Sovereign Partners, LP (“Sovereign”). FSI is a wholly owned subsidiary of the Company.

Pursuant to the FSI purchase agreement, FSI sold 125 shares of its Series B 9% Convertible Preferred Stock (the “Series B Preferred Stock”) at a per share price of $10,000 to Sovereign, for gross proceeds of $1,250,000.

The shares of Series B Preferred Stock are convertible into shares of the Company’s Class A common stock. The Series B Preferred Stock may be converted into common stock of the Company at the option of the holder by using a conversion price which shall be the lower of (i) 80% of the average of the two lowest closing bid prices for the twenty-day trading period prior to the conversion date, or (ii) $0.004.

The Series B Preferred Stock entitles Sovereign or its assignees to receive dividends in an amount equal to 9% of the then-outstanding balance of shares of Series B Preferred Stock. The dividends are payable in cash or shares of the Company's Class A common stock, at the Company's option

The Company followed the accounting treatment in SFAS 150 “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” SFAS 133 “Accounting for Derivative Instruments and Hedging Activities” and EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.” The Company recognized a derivative liability upon the issuance of $1,336,207 due to the value of the conversion feature of the Series B Preferred Stock. The liability was calculated using the Black-Scholes valuation model with the following assumptions: dividend yield of 0%, expected volatility of 134%, risk-free rate of 5% and expected life of 4 years. As the value of the derivative liability was greater than the face value of the Series B Preferred Stock, no value was prescribed to the Series B Preferred Stock. At September 30, 2008, the fair value of the Series B Preferred Stock derivative liability was $1,279,000.

As of September 30, 2008, there were 125 shares of Series B Preferred Stock convertible preferred stock outstanding.

Fonix Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

5. CONVERTIBLE DEBENTURES

On December 7, 2006, the Company entered into a Securities Purchase Agreement, dated as of December 1, 2006 (the “Agreement”), with Southridge Partners, LP (“Southridge”) relating to the purchase and sale of a Series E 9% Secured Subordinated Convertible Debenture (the “Debenture”) in the principal amount of $850,000.

Pursuant to the Agreement, Southridge paid the purchase price by tendering a prior debenture in the aggregate amount (including principal and interest) of $641,000, and agreed that an advance to the Company in the amount of $75,000 made in November 2006 would also constitute part of the purchase price. Southridge agreed to fund the remaining $134,000 upon the effectiveness of a registration statement, to be filed by the Company, to register the resales of shares issuable to Southridge upon conversion of the Debenture. The Company received no new capital in connection with the issuance and sale of the Debenture.

The Debenture is convertible into shares of our Class A common stock. The number of shares issuable is determined by dividing the amount of the Debenture being converted by the conversion price, which is the average of the two lowest per share market values for the twenty trading days immediately preceding the conversion date multiplied by seventy percent. The conversion price is subject to adjustment as set forth in the Debenture. Southridge has agreed not to convert the Debenture to the extent that such conversion would cause Southridge to beneficially own in excess of 4.999% of the then-outstanding shares of Class A common stock of the Company except in the case of a merger by the Company or other organic change.

The Company also entered into a Registration Rights Agreement (the “Registration Agreement”) with Southridge pursuant to which the Company agreed to file a registration statement to register the resale by Southridge of shares of the Company’s Class A common stock issuable upon conversion of the Debenture. As of the date of this Report, no registration statement has been filed.

In addition to the Debenture issued to Southridge described above, on December 7, 2006, the Company entered into a Securities Purchase Agreement, dated as of December 1, 2006 (the “McCormack Agreement”), with McCormack, relating to the purchase and sale of a Series E 9% Secured Subordinated Convertible Debenture (the “McCormack Debenture”) in the principal amount of $1,039,000.

Pursuant to the McCormack Agreement, McCormack paid the purchase price by tendering outstanding promissory notes in the amounts of $300,000 and $350,000, together with combined interest thereon of $64,000, and agreed that advances to the Company in the amount of $325,000, made in September, October, and November 2006, would also constitute part of the purchase price.

The McCormack Debenture is convertible into shares of the Company’s Class A common stock on the same terms as the Debenture.

The Company also entered into a Registration Rights Agreement (the “McCormack Registration Agreement”) with McCormack pursuant to which the Company agreed to file a registration statement to register the resale by McCormack of shares of the Company’s common stock issuable upon conversion of the Debenture. As of the date of this Report, no registration statement had been filed.

This debenture was exchanged for shares of the Company’s Series P Preferred Stock. See Note 2.

Fonix Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

6. COMMON STOCK, STOCK OPTIONS AND WARRANTS

Class A Common Stock – During the nine months ended September 30, 2008, 3,228,481,781 shares of Class A common stock were issued in conversion of 34 shares of Series L Preferred Stock, 4,483,938,874 shares were issued for employee stock grants, 624,705,379 shares were issued for payment of unpaid legal fees, 726,126,126 shares were issued for consulting services, 694,173,415 shares were issued in conversion of interest on the related party note, 209,926,500 shares were issued in conversion of the outstanding balance on the related party note and 645,572,593 shares were issued in payment of interest on the Series L Preferred Stock.

Stock Options – As of September 30, 2008, the Company had a total of 198,000 options to purchase Class A common stock outstanding. During the nine months ended September 30, 2008 no options were granted.

Warrants – As of September 30, 2008, the Company had warrants to purchase a total of 15,000 shares of Class A common stock outstanding that expire through 2010.

7. LITIGATION, COMMITMENTS AND CONTINGENCIES

The Breckenridge Fund – On June 6, 2006, Breckenridge filed a complaint against the Company in the Supreme Court of the State of New York, County of Nassau (the “Court”), in connection with a settlement agreement between the Company and Breckenridge entered into in September 2005. On February 2, 2007, the Court granted Breckenridge’s motion for summary judgment, denied the Company’s summary judgment motion, and directed that a hearing be held to determine the amount owed by the Company to Breckenridge. The Company and Breckenridge entered into a stipulation that the Company owed Breckenridge $1,530,000 plus interest at a rate of 9% from September 15, 2006 to the date of entry of judgment.

The Court’s judgment dated as of March 15, 2007 states that the Company owes an aggregate of $1,602,000 to Breckenridge. The Company has accrued for this settlement in the accompanying financial statements. In February 2008, the Company entered into an amended settlement agreement with Breckenridge under which the Company agreed to pay Breckenridge $540,000. The Company has paid Breckenridge $455,000 and is obligated to pay the balance of $85,000 at the rate of $42,500 per month. This obligation was satisfied in November 2008.

Hite Development Corporation – In January 2007, Hite Development Corporation (“Hite”) brought a lawsuit against the Company claiming breach of contract and breach of the covenant of good faith and fair dealing, alleging that the Company failed to make certain payments under a settlement agreement with Hite dating from March 2005. The complaint seeks approximately $33,000 plus interest. The Company filed its answer in May 2007. On May 8, 2008, Hite filed a motion for summary judgment, which the Court granted. To date, Hite has not attempted to collect its judgment against the Company.

RR Donnelley Receivables Inc – In July 2007, RR Donnelley Receivables Inc. (“Donnelly”) brought a lawsuit against the Company for alleged failure to pay for services provided. The complaint seeks approximately $21,000 plus interest. The Company filed its answer in August 2007, and filed a motion to dismiss the action in December 2007. That motion is currently pending before the court. If the Company’s motion to dismiss is denied, the Company intends to defend against the claims in the complaint.

Perpetual Storage, Inc. - Perpetual Storage, Inc., brought suit, claiming breach of contract and unjust enrichment, and seeking damages of approximately $12,300 plus attorneys’ fees and costs. The Company filed its answer in July 2008, and no further developments had occurred as of the date of this report.

Fonix Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

8. SUBSEQUENT EVENTS

Subsequent to September 30, 2008, the Company has issued 300,000,000 shares of its Class A common stock in conversion of 3 shares of Series L Preferred Stock.

Subsequent to September 30, 2008, the Company has issued 57,510,000 shares of its Class A common stock in payment of interest on the Series L Preferred Stock.

Subsequent to September 30, 2008, the Company has issued 394,000,000 shares of its Class A common stock in payment of principal and interest on related party notes payable.

Subsequent to September 30, 2008, the Company has issued 1,000,000,000 shares of its Class A common stock for employee stock grants.

Subsequent to September 30, 2008, the Company paid The Breckenridge Fund the sum of $85,000, which was the balance due and owing Breckenridge under a settlement agreement with the Company (see note 7 above).

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report on Form 10-Q contains, in addition to historical information, forward-looking statements that involve substantial risks and uncertainties. All forward-looking statements contained herein are deemed by Fonix to be covered by and to qualify for the safe harbor protection provided by Section 21E of the Private Securities Litigation Reform Act of 1995. When used in this report, words such as “believes,” “expects,” “intends,” “plans,” “anticipates,” “estimates,” and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions. Statements relating to the future performance, business strategies and implementation, availability of outside financing, financial performance, market acceptance of our products, and similar statements may also include forward looking statements. Actual results could differ materially from the results anticipated by Fonix and discussed in the forward-looking statements. Factors that could cause or contribute to such differences are discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. The Company disclaims any obligation or intention to update any forward-looking statements.

To date, we have earned only limited revenue from operations and intend to continue to rely primarily on financing through the sale of our equity and debt securities to satisfy future capital requirements.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand Fonix Corporation, our operations and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and the accompanying notes thereto. This overview summarizes MD&A, which includes the following sections:

Overview – a general description of our business and the markets in which we operate; our objective; our areas of focus; and challenges and risks of our business.

Significant Accounting Policies – a discussion of accounting policies that require critical judgments and estimates.

Results of Operations – an analysis of our Company’s consolidated results of operations for the three years presented in our consolidated financial statements. Except to the extent that differences among our operating segments are material to an understanding of our business as a whole, we present the discussion in the MD&A on a consolidated basis.

Liquidity and Capital Resources – an analysis of cash flows; off-balance sheet arrangements and aggregate contractual obligations; the impact of foregoing exchange; an overview of financial position; and the impact of inflation and changing prices.

We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. The discussion also provides information about the financial results of the various segments of our business to provide a better understanding of how those segments and their results affect the financial condition and results of operations of the Company as a whole. This discussion should be read in conjunction with our financial statements as of December 31, 2007, and the year then ended and the notes accompanying those financial statements.

Overview

We are engaged in providing value-added speech technologies through Fonix Speech, Inc. (“Fonix Speech”). We offer speech-enabling technologies including automated speech recognition (“ASR”) and text-to-speech (“TTS”) through Fonix Speech. We offer our speech-enabling technologies to markets for wireless and mobile devices, computer telephony, server solutions and personal software for consumer applications. We have received various patents for certain elements of our core technologies and have filed applications for other patents covering various aspects of our technologies. We seek to develop relationships and strategic alliances with third-party developers and vendors in telecommunications, computers, electronic devices and related industries, including producers of application software, operating systems, computers and microprocessor chips. Revenues are generated through licensing of speech-enabling technologies, maintenance contracts and services.

For the three months ended September 30, 2008 and 2007, the company generated revenues of $223,000 and $339,000, respectively, and incurred net losses of $1,701,000 and $585,000, respectively. For the nine months ended September 30, 2008 and 2007, the company generated revenues of $1,069,000 and $1,344,000, respectively, incurred net losses of $4,035,000 and $2,436,000, respectively, and had negative cash flows from operating activities of $209,000 and $2,125,000, respectively. As of September 30, 2008, we had an accumulated deficit of $283,469,000; negative working capital of $41,852,000; derivative liabilities of $33,886,000 related to the issuance of Series L Preferred Stock, Series M Preferred Stock, Series N Preferred Stock, Series O Preferred Stock, Series P Preferred Stock and Series B Preferred Stock of our subsidiary; accrued liabilities and accrued settlement obligation of $4,751,000; accounts payable of $1,682,000; notes payable to related parties of $940,000; accrued payroll and other compensation of $211,000; and deferred revenues of $445,000. We expect to continue to incur significant losses and negative cash flows from operating activities at least through December 31, 2008, primarily due to expenditure requirements associated with continued marketing and development of our speech-enabling technologies.

We are continually developing new product offerings in the ASR businesses in an effort to increase our revenue stream, and we are continuing to work with our existing customers to increase sales. We have also experienced operating expense decreases through headcount reductions and overall cost reduction measures. Through the combination of increased recurring revenues and the overall operating cost reduction strategies we have implemented, we hope to achieve positive cash flow from operations in the next 18-24 months. However, there can be no assurance that we will be able to achieve positive cash flow from operations within this time frame.

Historically, our cash resources, limited to collections from customers, draws on equity lines of credit and loans, have not been sufficient to cover operating expenses. We periodically engage in discussions with various sources of financing to facilitate our cash requirements including buyers of both debt and equity securities. To date, no additional sources of funding offering terms superior to those available under equity lines have been implemented, and we rely on first, cash generated from operations, and second, cash provided through convertible debt financing arrangements. We will need to generate approximately $2 to $3 million to continue operations for the next twelve months. There can be no assurance that we will be able to obtain such financing or that, if we can obtain such financing, it will be on terms favorable to us.

Significant Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales and expenses during the reporting period. Significant accounting policies and areas where substantial judgments are made by management include:

Accounting estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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 estimates.

Valuation of long-lived assets - The carrying values of our long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that they may not be recoverable. When such an event occurs, we project undiscounted cash flows to be generated from the use of the asset and its eventual disposition over the remaining life of the asset. If projections indicate that the carrying value of the long-lived asset will not be recovered, the carrying value of the long-lived asset, other than software technology, is reduced by the estimated excess of the carrying value over the projected discounted cash flows.

Fonix Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Goodwill – Goodwill represents the excess of the cost over the fair value of net assets of acquired businesses. Goodwill is not amortized, but is tested for impairment quarterly or when a triggering event occurs. The testing for impairment requires the determination of the fair value of the asset or entity to which the goodwill relates (the reporting unit). The fair value of a reporting unit is determined based upon a weighting of the quoted market price of our common stock and present value techniques based upon estimated future cash flows of the reporting unit, considering future revenues, operating costs, the risk-adjusted discount rate and other factors. Impairment is indicated if the fair value of the reporting unit is allocated to the assets and liabilities of that unit, with the excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities assigned to the fair value of goodwill. The amount of impairment of goodwill is measured by the excess of the goodwill’s carrying value over its fair value.

Revenue recognition – We recognize revenue when pervasive evidence of an arrangement exists, services have been rendered or products have been delivered, the price to the buyer is fixed and determinable and collectibility is reasonable assured. Revenues are recognized by us based on the various types of transactions generating the revenue. For software sales, we recognize revenues in accordance with the provisions of Statement of Position No. 97-2, “Software Revenue Recognition” and related interpretations. We generate revenues from licensing the rights to its software products to end users and from royalties.

For Fonix Speech, revenue of all types is recognized when acceptance of functionality, rights of return, and price protection are confirmed or can be reasonably estimated, as appropriate. Revenues from development and consulting services are recognized on a completed-contract basis when the services are completed and accepted by the customer. The completed-contract method is used because our contracts are typically either short-term in duration or we are unable to make reasonably dependable estimates of the costs of the contracts. Revenue for hardware units delivered is recognized when delivery is verified and collection assured.

Deferred revenue as of September 30, 2008, and December 31, 2007, consisted of the following:

Description	Criteria for Recognition		September 30, 2008				December 31, 2007
Deferred unit royalties and license fees	Delivery of units to end users or expiration of contract		$	445,000			$	445,000

Cost of revenues - Cost of revenues from license, royalties, and maintenance consists of costs to distribute the product, installation and support personnel compensation, amortization and impairment of capitalized speech software costs, licensed technology, and other related costs. Cost of service revenues consists of personnel compensation and other related costs.

Software Technology Development and Production Costs - All costs incurred to establish the technological feasibility of speech software technology to be sold, leased, or otherwise marketed are charged to product development and research expense. Technological feasibility is established when a product design and a working model of the software product have been completed and confirmed by testing. Costs to produce or purchase software technology incurred subsequent to establishing technological feasibility are capitalized. Capitalization of software costs ceases when the product is available for general release to customers. Costs to perform consulting or development services are charged to cost of revenues in the period in which the corresponding revenues are recognized. Costs of maintenance and customer support are charged to expense when related revenue is recognized or when these costs are incurred, whichever occurs first.

Capitalized software technology costs were amortized on a product-by-product basis. Amortization was recognized from the date the product was available for general release to customers as the greater of (a) the ratio that current gross revenue for a product bears to total current and anticipated future gross revenues for that product or (b) the straight-line method over the remaining estimated economic life of the products. Amortization was charged to cost of revenues.

We assessed unamortized capitalized software costs for possible write down on a quarterly basis based on net realizable value of each related product. Net realizable value was determined based on the estimated future gross revenues from a product reduced by the estimated future cost of completing and disposing of the product, including the cost of performing maintenance and customer support. The amount by which the unamortized capitalized costs of a software product exceeded the net realizable value of that asset was written off.

Imputed Interest Expense and Income - Interest is imputed on long-term debt obligations and notes receivable where management has determined that the contractual interest rates are below the market rate for instruments with similar risk characteristics.

Foreign Currency Translation - The functional currency of our Korean subsidiary is the South Korean won. Consequently, assets and liabilities of the Korean operations are translated into United States dollars using current exchange rates at the end of the year. All revenue is invoiced in South Korean won and revenues and expenses are translated into United States dollars using weighted-average exchange rates for the year.

Comprehensive Income - Other comprehensive income presented in the accompanying consolidated financial statements consists of cumulative foreign currency translation adjustments.

Recently Enacted Accounting Standards

Business Combinations - In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 141 (revised 2007) (“SFAS 141”), “Business Combinations.” This accounting principle requires the fundamental requirements of acquisition accounting (purchase accounting) be applied to all business combinations in which control is obtained regardless of consideration and for an acquirer to be identified for each business combination. Additionally, this accounting principle requires acquisition-related costs and restructuring costs at the date of acquisition to be expensed rather than allocated to the assets acquired and the liabilities assumed; minority interests, including goodwill, to be recorded at fair value at the acquisition date; recognition of the fair value of assets and liabilities arising from contractual contingencies and contingent consideration (payments conditioned on the outcome of future events) at the acquisition date; recognition of bargain purchase (acquisition-date fair value exceeds consideration plus any noncontrolling interest) as a gain; and recognition of changes in deferred taxes. This accounting principle will be adopted January 2009. The accounting requirements will be adopted prospectively. Earlier adoption is prohibited. Adoption of SFAS 141is not expected to have an impact on our consolidated financial position, results of operations or cash flows.

Noncontrolling Interests in Consolidated Financial Statements - In December 2007, the FASB issued Statement of Financial Accounting Standard No. 160, “Noncontrolling Interests in Consolidated Financial Statements.” This accounting principle eliminates noncomparable accounting for minority interests. Specifically, minority interests are presented as a component of shareholders’ equity; consolidated net income includes amounts attributable to both the parent and minority interest and is disclosed on the face of the income statement; changes in the ownership interest are accounted for as equity transactions if ownership remains controlling; elimination of purchase accounting for acquisitions of noncontrolling interests and acquisitions of additional interests; and recognition of deconsolidated controlling interest based on fair value consistent with SFAS No. 141 (revised 2007), Business Combinations. This accounting principle will be adopted January 2009. The accounting requirements will be adopted prospectively, however presentation and disclosure will be adopted retrospectively for all periods presented. Earlier adoption is prohibited. Adoption of SFAS 160 is not expected to have an impact on our consolidated financial position, results of operations or cash flows.

Fair Value Measurements - In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 provides guidance for using fair value to measure assets and liabilities. The standard also responds to investors’ request for expanded information about the extent to which a company measures assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. SFAS 157 took effect for the Company’s fiscal year beginning January 1, 2008. We are currently reviewing the effect that the adoption of SFAS 157 will have on our financial statements.

Results of Operations

Three months ended September 30, 2008, compared with three months ended September 30, 2007

During the three months ended September 30, 2008, we recorded revenues of $223,000, a decrease of $116,000 from $339,000 for the same period in 2007. The decrease was primarily due to decreased royalty revenues of $99,000, decreased non-recurring engineering (“NRE”) speech revenues of $13,000, and decreased licensing revenue of $4,000.

Selling, general and administrative expenses were $343,000 for the three months ended September 30, 2008, a decrease of $159,000 from $502,000 for the same period in 2007. The decrease is primarily due to decreased salary and wage related expenses of $145,000, decreased occupancy related expenses of $41,000, decreased other expenses of $40,000 and decreased travel expenses of $19,000, partially offset by increased consulting expenses $79,000, and increased legal and accounting fees of $7,000.

We incurred research and product development expenses of $300,000 for the three months ended September 30, 2008, a decrease of $38,000 from $338,000 for the same period in 2007. The decrease was primarily due to an overall decrease occupancy expenses of $30,000, decreased other operating expenses of $11,000, decreased travel expenses of $10,000, decreased consulting expenses of $10,000, partially offset by an increase in wage related expenses of $23,000.

Net interest and other expense was $1,278,000 for the three months ended September 30, 2008, an increase of $1,248,000 from net other expense of $30,000 for the same period in 2007. The overall increase was due to an increase in interest expense of $1,210,000, decreased gain on forgiveness of liabilities of $199,000 and an increase in the gain recognized on the derivative liability of $161,000.

Nine months ended September 30, 2008, compared with nine months ended September 30, 2007

During the nine months ended September 30, 2008, we recorded revenues of $1,069,000, a decrease of $275,000 from $1,344,000 for the same period in 2007. The decrease was primarily due to decreased royalty revenues of $226,000, decreased licensing revenue of $51,000 and decreased non-recurring engineering (“NRE”) speech revenues of $27,000, partially offset by increased support fees of $29,000

Selling, general and administrative expenses were $1,431,000 for the nine months ended September 30, 2008, a decrease of $535,000 from $1,966,000 for the same period in 2007. The decrease is primarily due to decreased salary and wage related expenses of $589,000, decreased other expenses of $60,000, decreased taxes, licenses and permits of $12,000, decreased travel expenses of $9,000 and decreased depreciation expenses of $9,000, partially offset by increased consulting expenses $73,000, increased investor relations related expenses of $37,000, increased occupancy related expenses of $27,000, increased legal and accounting fees of $5,000 and increased advertising expenses of $2,000.

We incurred research and product development expenses of $992,000 for the nine months ended September 30, 2008, a decrease of $271,000 from $1,263,000 for the same period in 2007. The decrease was primarily due to an overall decrease in wage related expenses of $133,000, decreased consulting expenses of $41,000, decreased occupancy expenses of $41,000, decreased travel expenses of $35,000, decreased depreciation expenses of 11,000 and a decrease in other operating expenses of $10,000.

Net interest and other expense was $2,628,000 for the nine months ended September 30, 2008, an increase of $2,210,000 from net other expense of $418,000 in 2007. The overall increase was due to the change of $681,000 in the derivative liability and an increase in interest expense of $1,330,000 and decreased gain on forgiveness of liabilities of $199,000.

Liquidity and Capital Resources

We must raise additional funds to be able to satisfy our cash requirements during the next 12 months. It is anticipated that we will need to raise approximately $2.5 to $5 million over the next 12 months to meet obligations and continue our product development, corporate operations and marketing expenses. Because we presently have only limited revenue from operations, we intend to continue to rely primarily on financing through the sale of our equity and debt securities to satisfy future capital requirements until such time as we are able to enter into additional third-party licensing, collaboration, or co-marketing arrangements such that we will be able to finance ongoing operations from license, royalty, and sales revenue. We are working with game developers and other potential licensors of our speech product offerings to develop additional revenue streams for our speech technologies. There can be no assurance that we will be able to enter into such agreements. Furthermore, the issuance of equity or debt securities which are or may become convertible into equity securities of Fonix in connection with such financing could result in substantial additional dilution to the stockholders of Fonix.

Our cash resources are limited to collections from customers, proceeds from the issuance of preferred stock, and loan proceeds, and are not sufficient to cover current operating expenses and payments of current liabilities. At September 30, 2008, negative working capital of $41,852,000; derivative liabilities of $33,886,000 related to the issuance of Series L Preferred Stock, Series M Preferred Stock, Series N Preferred Stock, Series O Preferred Stock, Series P Preferred Stock and Series B Preferred Stock of our subsidiary; accrued liabilities and accrued settlement obligation of $4,751,000; accounts payable of $1,682,000; notes payable to related parties of $940,000; accrued payroll and other compensation of $211,000 and deferred revenues of $445,000.

We had $1,069,000 in revenue and a loss of $4,035,000 for the nine months ended September 30, 2008. Net cash used in operating activities of $209,000 for the nine months ended September 30, 2008, resulted principally from the net loss incurred of $4,035,000, non-cash accretion of discount on notes payable of $2,124,000, issuance of shares for employee stock grants of $709,000, increased accrued liabilities of $576,000, non-cash gain recognized on the derivative liability of $95,000, increased accounts payable of $274,000, decreased other assets of $96,000, decreased prepaid expenses and other current assets of $134,000 and depreciation expense of $8,000. Net cash used in investing activities of $20,000 for the nine months ended September 30, 2008, consisted of the purchase of property and equipment of $20,000. Net cash provided by financing activities of $668,000 consisting primarily of the proceeds on the Series O Preferred Stock of $609,000 and proceeds from the related party note of $59,000.

We had negative working capital of $41,852,000 at September 30, 2008, compared to negative working capital of $34,384,000 at December 31, 2007. Current assets decreased by $17,000 to $70,000 from $87,000 from December 31, 2007, to September 30, 2008. Current liabilities increased by $7,451,000 to $41,922,000 from $34,471,000 during the same period. The change in working capital from December 31, 2007, to September 30, 2008, reflects, in part, increased accrued liabilities of $161,000, increased accounts payable of $150,000, increased derivative liability of $13,144,000 and increased notes payable to related parties of $38,000, partially offset by a decrease in accrued settlement obligation of $455,000, decreased current portion of notes payable of $3,833,000 and decreased Series E debenture of $1,754,000. Total assets were $110,000 at September 30, 2008, compared to $211,000 at December 31, 2007.

Fonix Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Notes Payable - Related Parties

During 2002, two executive officers of the Company (the “Lenders”) sold shares of the Company’s Class A common stock owned by them and advanced the resulting proceeds amounting to $333,000 to the Company under the terms of a revolving line of credit and related promissory note. The funds were advanced for use in Company operations. The advances bear interest at 12 percent per annum, which interest is payable on a semi-annual basis. The entire principal, along with unpaid accrued interest and any other unpaid charges or related fees, was originally due and payable on June 10, 2003. The Company and the Lenders have agreed to postpone the maturity date on several occasions. The note was due September 30, 2006. As of September 30, 2008, the Company had not made payment against the outstanding balance due on the note. All or part of the outstanding balance and unpaid interest may be converted at the option of the Lenders into shares of Class A common stock of the Company at any time. The conversion price was the average closing bid price of the shares at the time of the advances. To the extent the market price of the Company’s shares is below the conversion price at the time of conversion, the Lenders are entitled to receive additional shares equal to the gross dollar value received from the original sale of the shares. A beneficial conversion option of $15,000 was recorded as interest expense in connection with this transaction. The Lenders may also receive additional compensation as determined appropriate by the Board of Directors.

Notes Payable

In connection with the acquisition of the capital stock of LTEL Holdings in 2004, we issued a 5%, $10,000,000, secured, six-year note (the “Note”) payable to McCormack Avenue, Ltd. (“McCormack”). Under the terms of the Note, quarterly interest-only payments were required through January 15, 2005, with quarterly principal and interest payments beginning April 2005 and continuing through January 2010. Interest on the Note is payable in cash or, at our option, in shares of our Class A common stock. The Note is secured by the capital stock and all of the assets of LTEL Holdings and its subsidiaries. The Note was valued at $4,624,000 based on an imputed interest rate of 25 percent per annum.

The discount on the Note is based on an imputed interest rate of 25%. The carrying amount of the Note of $5,542,000 at December 31, 2006, was net of unamortized discount of $3,191,000. As of the date of this Report, we had not made any scheduled payments for 2006 or 2007.

On September 8, 2006, we received a default notice (the “Default Notice”) from McCormack in respect of the Note. In the Default Notice, McCormack stated that it intended to exercise its rights, including any and all rights set forth in the Note as amended. McCormack has taken no action to collect amounts due under the note.

On September 30, 2008, the Company entered into a Series P 9% Convertible Preferred Stock Exchange Agreement (the “Exchange Agreement”) with McCormack and Sovereign Partners, LP (“Sovereign”) whereby McCormack exchanged the Note, along with other promissory notes, and Series E debenture, and Sovereign exchanged two promissory notes for shares of the Company’s Series P 9% Convertible Preferred Stock (the Series P Preferred Stock”). A table listing the obligations exchanged and the number of shares of Series P Preferred Stock issued is included.

Purchaser	Nature of Obligation Exchanged	Amount of Obligation Exchanged		Number of Series P Preferred Shares to be Issued
Sovereign Partners LP	Promissory Note, dated February 22, 2007, in the principal amount of $100,000, and interest of $16,278	$	116,278		11.6278
Sovereign Partners LP	Promissory Note, dated March 13, 2007, in the principal amount of $100,000, and interest of $15,750	$	115,750		11.575
McCormack Avenue, Ltd.	Promissory Note, dated January 11, 2007, in the principal amount of $50,000, and interest of $8,722	$	58,722		5.8722
McCormack Avenue, Ltd.	Promissory Note, dated January 19, 2007, in the principal amount of $100,000, and interest of $17,222	$	117,222		11.7222
McCormack Avenue, Ltd.	Promissory Note, dated January 26, 2007, in the principal amount of $100,000, and interest of $17,028	$	117,028		11.7028
McCormack Avenue, Ltd.	Promissory Note, dated December 28, 2006, in the principal amount of $95,000, and 16,942	$	111,942		11.1942
McCormack Avenue, Ltd.	Promissory Note, dated December 15, 2006, in the principal amount of $235,000, and interest of $42,701	$	277,701		27.7701
McCormack Avenue, Ltd.	Note Payable, dated February, 2004, in the principal amount of $8,732,620, and interest of $1,311,105	$	10,043,725		1,004.3725
McCormack Avenue, Ltd.	Series E Debenture, dated December 7, 2007, in the principal amount of $1,754,464, and interest of $291,763	$	2,046,227		204.6227

McCormack notified us that notwithstanding the Series L Exchange Agreement between us and McCormack discussed above, McCormack had not waived any of its rights in connection with the Note, the Modification Agreement, the Security Agreement, or the Supplemental Security Agreement.

During the fourth quarter of 2006, we entered into two promissory notes with an unrelated third party in the aggregate amount of $330,000. These notes accrue interest at 10% annually and are due and payable during the second quarter of 2007. These promissory notes were exchanged for shares of the Company’s Series P Preferred Stock. See table above.

During the quarter ended March 31, 2007, we entered into five promissory notes with an unrelated third party in the aggregate amount of $450,000. These notes accrue interest at 10% annually and are due and payable during the third quarter of 2007. These promissory notes were exchanged for shares of the Company’s Series P Preferred Stock. See table above.

Series A Convertible Preferred Stock

As of September 30, 2008, there were 166,667 shares of Series A convertible preferred stock outstanding. Holders of the Series A convertible preferred stock have the same voting rights as common stockholders, have the right to elect one person to the board of directors and are entitled to receive a one time preferential dividend of $2.905 per share of Series A convertible preferred stock prior to the payment of any dividend on any class or series of stock. At the option of the holders, each share of Series A convertible preferred stock is convertible into one share of Class A common stock and in the event that the common stock price has equaled or exceeded $10 per share for a 15 day period, the shares of Series A convertible preferred stock will automatically be converted into Class A common stock. In the event of liquidation, the holders are entitled to a liquidating distribution of $36.33 per share and a conversion of Series A convertible preferred stock at an amount equal to .0375 shares of common stock for each share of Series A convertible preferred stock.

Series L Preferred Stock

On September 7, 2006, the Company entered into a Series L 9% Convertible Preferred Stock Exchange Agreement (the "Exchange Agreement") with McCormack and Kenzie Financial (“Kenzie”), a British Virgin Islands company. Pursuant to the Exchange Agreement, McCormack and Kenzie exchanged all 2,000 shares of Series H Preferred Stock that they acquired from the sale of LTEL Holdings, for 1,960.8 and 39.2 shares, respectively, of the Company's Series L 9% Convertible Preferred Stock (the "Series L Preferred Stock").

Series M Preferred Stock

On April 4, 2007, the Company entered into a Series M 9% Convertible Preferred Stock Exchange Agreement with Sovereign Partners, LP (“Sovereign”). Pursuant to the exchange agreement, Sovereign exchanged 150 shares of the Company’s Series L Preferred Stock for 150 shares of the Company’s Series M 9% Convertible Preferred Stock (the “Series M Preferred Stock”).

The Company followed the accounting treatment in SFAS 150 “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” SFAS 133 “Accounting for Derivative Instruments and Hedging Activities” and EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.” The Company recognized a derivative liability upon the redemption of $1,603,000 due to the value of the conversion feature of the Series M Preferred Stock, which was previously recorded as part of the Series L Preferred Stock derivative liability. The liability was calculated using the Black-Scholes valuation model with the following assumptions: dividend yield of 0%, expected volatility of 134%, risk-free rate of 5% and expected life of 4 years. As the value of the derivative liability was greater than the face value of the Series M Preferred Stock, no value was prescribed to the Series M Preferred Stock. At September 30, 2008 the fair value of the Series M Preferred Stock derivative liability was $1,535,000.

As of September 30, 2008, there were 150 shares of Series M Preferred Stock convertible preferred stock outstanding.

Series N Convertible Preferred Stock

On August 24, 2007, the Company entered into a Securities Purchase Agreement with Trillium Partners, LP and other unnamed future investors relating to the issuance and sale of the Company’s Series N 9% Convertible Preferred Stock.

Pursuant to the agreement, the Company agreed to issue up to 2,400 shares of its Series N 9% Convertible Preferred Stock (the “Series N Preferred Stock”) at a per share price of $1,000 to Trillium Partners, LP and other unnamed future investors, for gross proceeds of up to $2,400,000. As of the date of this report, the Company had issued 1,350 shares of the Series N Preferred Stock, for cash proceeds of $1,350,000.

The Series N Preferred Stock entitles the Purchasers to receive dividends in an amount equal to 9% of the then-outstanding balance of shares of Series L Preferred Stock. The dividends are payable in cash or shares of the Company's Class A common stock, at the Company's option.

The Company followed the accounting treatment in SFAS 150 “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” SFAS 133 “Accounting for Derivative Instruments and Hedging Activities” and EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.” The Company recognized a derivative liability upon the redemption of $957,000 due to the value of the conversion feature of the Series N Preferred Stock. The liability was calculated using the Black-Scholes valuation model with the following assumptions: dividend yield of 0%, expected volatility of 128%, risk-free rate of 5.0% and expected life of 4 years. As the value of the derivative liability was greater than the face value of the Series N Preferred Stock, no value was prescribed to the Series N Preferred Stock. At September 30, 2008, the fair value of the Series N Preferred Stock derivative liability was $1,795,000.

As of September 30, 2008, there were 1,755 shares of Series N Preferred Stock convertible preferred stock outstanding.

Series O Convertible Preferred Stock

Between January 25, 2008, and September 30, 2008, the Company received advances from three entities in connection with the purchase agreements related to the Company’s Series O 9% Convertible Preferred Stock (“Series O Preferred Stock”). On May 20, 2008, the Company entered into Securities Purchase Agreements with Southridge Partners LP, Southshore Capital Fund LTD, Sovereign Partners LP (collectively, the “Series O Purchasers”) for the sale of an aggregate of 609 shares of Series O Preferred Stock for gross proceeds of $609,000. The material terms of the purchase agreements had been agreed upon prior to receipt of the advances. Therefore, the Series O Preferred Stock was accounted for as discussed below on the dates cash proceeds were received by the Company. The Company also began accruing dividends upon receiving the advances.

The Company followed the accounting treatment in SFAS 150 “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” SFAS 133 “Accounting for Derivative Instruments and Hedging Activities” and EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.” The Company recognized a derivative liability upon the redemption of $290,000 due to the value of the conversion feature of the Series O Preferred Stock. The liability was calculated using the Black-Scholes valuation model with the following assumptions: dividend yield of 0%, expected volatility of 128%, risk-free rate of 5.0% and expected life of 4 years. As the value of the derivative liability was greater than the face value of the Series O Preferred Stock, no value was prescribed to the Series O Preferred Stock. At September 30, 2008, the fair value of the Series O Preferred Stock derivative liability was $623,000.

As of September 30, 2008, there were 609 shares of Series O Preferred Stock convertible preferred stock outstanding. Please note: In our quarterly report for the quarter ending June 30, 2008, we reported that the number of shares of Series O Preferred Stock outstanding was 43. The number should have been 430. The correct value was reflected in the financials and disclosures; the number of shares outstanding was a typographical error.

Series P Convertible Preferred Stock

On September 30, 2008, we entered into a Series P 9% Convertible Preferred Stock Exchange Agreement (the “Exchange Agreement”) with Sovereign Partners, LP (“Sovereign”), and McCormack Avenue Ltd. (“McCormack”). Pursuant to the Exchange Agreement, Sovereign and McCormack exchanged certain debt obligations, discussed more fully below, for shares of the our Series P 9% Convertible Preferred Stock (the “Series P Preferred Stock”).

The Series P Preferred Stock may be converted into our common stock at the option of the holder by using a conversion price which shall be 80% of the average of the two (2) lowest closing bid prices for the twenty-day trading period prior to the conversion date.

Because the shares of Series P were issued in exchange for certain outstanding debt obligations of the Company, we did not receive any proceeds in connection with the issuance of the Series P Preferred Stock to McCormack and Sovereign.

In connection with the issuance of the Series P Preferred Stock, on September 26, 2008, we filed with the State of Delaware a Certificate of Designation and Series P 9% Convertible Stock Terms (the “Series P Terms”), which become a part of our Certificate of Incorporation, as amended.

Under the Exchange Agreement and the Series P Terms, Sovereign and McCormack may convert shares of Series P Preferred Stock into shares of our common stock. Our issuances of shares of common stock upon any conversion of the Series P Preferred Stock will be made without registration under the securities Act of 1933 (the “1933 Act”) in reliance on Section 4(2) of the 1933 Act and the rules and regulations promulgated thereunder.

The Company followed the accounting treatment in SFAS 150 “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” SFAS 133 “Accounting for Derivative Instruments and Hedging Activities” and EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.” The Company recognized a derivative liability upon the redemption of $290,000 due to the value of the conversion feature of the Series O Preferred Stock. The liability was calculated using the Black-Scholes valuation model with the following assumptions: dividend yield of 0%, expected volatility of 128%, risk-free rate of 5.0% and expected life of 4 years. As the value of the derivative liability was greater than the face value of the Series P Preferred Stock, no value was prescribed to the Series P Preferred Stock. At September 30, 2008, the fair value of the Series P Preferred Stock derivative liability was $13,304,000.

As of September 30, 2008, there were 1,300 shares of Series P Preferred Stock convertible preferred stock outstanding.

Fonix Speech, Inc. Series B Convertible Preferred Stock

On April 4, 2007, the Company entered into a Securities Purchase Agreement by and among the Company, Fonix Speech, Inc. (“FSI”), and Sovereign Partners, LP (“Sovereign”). FSI is a wholly owned subsidiary of the Company.

The Company followed the accounting treatment in SFAS 150 “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” SFAS 133 “Accounting for Derivative Instruments and Hedging Activities” and EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.” The Company recognized a derivative liability upon the issuance of $1,336,207 due to the value of the conversion feature of the Series B Preferred Stock. The liability was calculated using the Black-Scholes valuation model with the following assumptions: dividend yield of 0%, expected volatility of 134%, risk-free rate of 5% and expected life of 4 years. As the value of the derivative liability was greater than the face value of the Series B Preferred Stock, no value was prescribed to the Series B Preferred Stock. At September 30, 2008, the fair value of the Series B Preferred Stock derivative liability was $1,279,000.

As of September 30, 2008, there were 125 shares of Series B Preferred Stock convertible preferred stock outstanding.

Stock Options and Warrants

During the nine months ended September 30, 2008, we did not grant any stock options. As of September 30, 2008, we had a total of 198,000 options to purchase Class A common stock outstanding.

During the nine months ended September 30, 2008, we issued 4,486,938,874 shares of Class A common stock for employee stock grants.

As of September 30, 2008, we had warrants to purchase a total of 15,000 shares of Class A common stock outstanding that expire through 2010.

Other

We presently have no plans to purchase new research and development.

Recent Developments

Exchange Agreement

In June 2008, the Company organized a subsidiary, Fonix GS Acquisition Group, Inc. (“FGSA”). The Company owns 100% of the issued and outstanding shares of FGSA, which was formed for the purpose of acquiring 80% of the issued and outstanding shares of Shanghai Gaozhi Software Systems Limited ("GaozhiSoft"), a Hong Kong software developer and solutions provider in 2G (second-generation) and 3G (third-generation) mobile networks in China and throughout the Asian Pacific region

The Company and FGSA subsequently entered into an exchange agreement dated as of June 27, 2008 (the “Exchange Agreement”), with Southridge LLC (“Southridge”) G-Soft, Limited, a Hong Kong corporation (“G-Soft”). G-Soft, through its wholly owned subsidiary, has the rights to acquire GaoshiSoft based on a written agreement with all of the shareholders of GaozhiSoft. Pursuant to the Exchange Agreement, FGSA agreed to purchase 80% of the issued and outstanding shares of G-Soft from the Sellers, and Southridge agreed to purchase the remaining 20% of the issued and outstanding G-Soft shares, concurrent with G-Soft’s acquisition of all of the shares of GaozhiSoft.

As consideration for the purchase of the G-Soft shares, Southridge agreed to transfer shares of the Company’s Series L Convertible Preferred Stock (the “Series L Preferred Stock”) in the amounts set forth in the agreement. In return for the purchase of the 80% of the outstanding shares, the Company agreed to issue an aggregate of Two Thousand (2,000) shares of a new series of preferred stock (the “Preferred Stock”). Additionally, the Company agreed to execute and deliver to Haim Shafrir, acting as the Seller’s representative, a promissory note (the “Note”) in the aggregate principal amount of $3,000,000, payable quarterly as a percentage of EBITDA of GaozhiSoft, with the balance of principal due four (4) years after the date of issuance. The Note is secured by the assets of FGSA (including the capital stock of G-Soft and its subsidiaries, including GaozhiSoft).

The Company cannot close the purchase of GaozhiSoft until it receives approval of certain Chinese regulatory agencies, which approval has not yet been received. The Company does not know when it will receive the required regulatory approvals. Moreover, the Company is presently engaged in discussions with the Sellers to modify the purchase price and terms. There can be no assurance that these discussions will result in an improvement of the purchase price and terms, in which case the Company may elect to terminate the Exchange Agreement.

The foregoing summary of the terms and conditions of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, attached as an exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on August 12, 2008.

Corporate Outlook

Fonix’s focus on providing competitive and value-added solutions for customers and partners requires a broad set of technologies, service offerings and channel capabilities. Management anticipates and expects further development of complementary technologies, added product and application developments, access to market channels and additional opportunities for strategic alliances in other industry segments.

We will continue to leverage our research and development of speech technologies to deliver software applications and engines to device manufacturers looking to incorporate speech interfaces into end-user products. Fonix Speech’s award-wining technologies provide competitive embedded speech solutions for mobile/wireless devices, videogames, telephony systems and products for the assistive market based on Fonix’s proprietary and patented TTS and ASR technologies.

As we proceed to implement our strategy and to reach our objectives, we anticipate further development of complementary technologies, added product and applications development expertise, access to market channels and additional opportunities for strategic alliances in other industry segments. The strategy adopted by us has significant risks, and shareholders and others interested in Fonix and our Class A common stock should carefully consider the risks set forth below and under the heading “Certain Significant Risk Factors” in Item 1, Part I, of our annual report on Form 10-K for the year ended December 31, 2007.

As noted above, as of September 30, 2008, we had an accumulated deficit of $283,469,000; negative working capital of $41,852,000; derivative liabilities of $33,886,000 related to the issuance of Series L Preferred Stock, Series M Preferred Stock, Series N Preferred Stock, Series O Preferred Stock , Series P Preferred Stock and Series B Preferred Stock of our subsidiary; accrued liabilities and accrued settlement obligation of $4,751,000; accounts payable of $1,682,000; notes payable to related parties of $940,000; accrued payroll and other compensation of $211,000; and deferred revenues of $445,000. Sales of products and revenue from licenses based on our technologies have not been sufficient to finance ongoing operations. These matters raise substantial doubt about our ability to continue as a going concern. Our continued existence is dependent upon several factors, including our success in (1) increasing speech license, royalty and services revenues, (2) raising sufficient additional funding, and (3) minimizing operating costs. Until sufficient revenues are generated from operating activities, we expected to continue to fund our operations through debt instruments. We are currently pursuing additional sources of liquidity in the form of traditional commercial credit, asset based lending, or additional sales of our equity securities to finance our ongoing operations. Additionally, we are pursuing other types of commercial and private financing, which could involve sales of our assets or sales of one or more operating divisions. Our sales and financial condition have been adversely affected by our reduced credit availability and lack of access to alternate financing because of our significant ongoing losses and increasing liabilities and payables. As we have noted in our previous annual reports and other public filings, if additional financing is not obtained in the near future, we will be required to more significantly curtail our operations or seek protection under bankruptcy laws.

Information Concerning Forward-Looking Statements

Certain of the statements contained in this report (other than the historical financial data and other statements of historical fact) are forward-looking statements. These statements include, but are not limited to our expectations with respect to the development of a diversified revenue base; delivery of our VoiceDial application; the market volume of educational electronic dictionary devices; our ability to capitalize in markets including toys, appliances, and other devices; the market demand for videogames; our growth strategies and the implementation of our Core Technologies and potential results; our payment of dividends on our common stock; our ability to meet customer demand for speech technologies and solutions; development of complementary technologies, products, marketing, and strategic alliance opportunities; profitability of language learning tools; the status of traditional operator systems; our ability to continue operations in the event we do not receive approval to amend our articles of incorporation; the comparability of our speech-enabled Speech Products to other products; our intentions with respect to strategic collaborations and marketing arrangements; our intentions with respect to use of licenses; our plans with respect to development and acquisition of speech solutions; our goals with respect to supplying speech solutions for OEMs; our expectations with respect to continued financial losses; and our intentions with respect to financing our operations in the future. Additional forward-looking statements may be found in the “Certain Significant Risk Factors” Section of our 10-K for the year ended December 31, 2007, together with accompanying explanations of the potential risks associated with such statements.

Forward-looking statements made in this report, are made based upon management’s good faith expectations and beliefs concerning future developments and their potential effect upon Fonix. There can be no assurance that future developments will be in accordance with such expectations, or that the effect of future developments on Fonix will be those anticipated by management. Forward-looking statements may be identified by the use of words such as “believe,” “expect,” “plans,” “strategy,” “prospects,” “estimate,” “project,” “anticipate,” “intends” and other words of similar meaning in connection with a discussion of future operating or financial performance.

You are cautioned not to place undue reliance on these forward looking statements, which are current only as of the date of this Report. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Many important factors could cause actual results to differ materially from management’s expectations, including those listed in the “Certain Significant Risk Factors” Section of our 10-K for the year ended December 31, 2007, as well as the following:

• unpredictable difficulties or delays in the development of new products and technologies;

•

changes in U.S. or international economic conditions, such as inflation, interest rate fluctuations, foreign exchange rate fluctuations or recessions in Fonix's markets;

•

pricing changes to our supplies or products or those of our competitors, and other competitive pressures on pricing and sales;

•

difficulties in obtaining or retaining the management, engineering, and other human resource competencies that we need to achieve our business objectives;

•

the impact on Fonix or a subsidiary from the loss of a significant customer or a significant number of customers;

•

risks generally relating to our international operations, including governmental, regulatory or political changes;

•

transactions or other events affecting the need for, timing and extent of our capital expenditures; and

• the extent to which we reduce outstanding debt.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exposure

To date, all of our revenues have been denominated in United States dollars and received primarily from customers in the United States. Our exposure to foreign currency exchange rate changes has been insignificant. We expect, however, that future product license and services revenue may also be derived from international markets and may be denominated in the currency of the applicable market. As a result, operating results may become subject to significant fluctuations based upon changes in the exchange rate of certain currencies in relation to the U.S. dollar. Furthermore, to the extent that we engage in international sales denominated in U.S. dollars, an increase in the value of the U.S. dollar relative to foreign currencies could make our products less competitive in international markets. Although we will continue to monitor our exposure to currency fluctuations, we cannot assure that exchange rate fluctuations will not adversely affect financial results in the future.

Item 4T. Controls and Procedures

Management's Report on Internal Control Over Financial Reporting

Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer who is also our Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (Exchange Act) Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this annual report, has concluded that our disclosure controls and procedures are effective based on his evaluation of these controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.

Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Section 404 Assessment. Section 404 of the Sarbanes-Oxley Act of 2002 required management’s annual review and evaluation of our internal controls beginning with our Form 10-K for the fiscal year ending December 31, 2007, and an attestation of the effectiveness of these controls by our independent registered public accounting firm beginning with our Form 10-K for the fiscal year ending on December 31, 2009. We are dedicating significant resources, including management time and effort, and incurring substantial costs in connection with our ongoing Section 404 assessment. We are continue to document and test our internal controls and consider whether any improvements are necessary for maintaining an effective control environment at our company. The evaluation of our internal controls is being conducted under the direction of our senior management. In addition, our management is regularly discussing the results of our testing and any proposed improvements to our control environment with our Board of Directors. We will continue to work to improve our controls and procedures, and to educate and train our employees on our existing controls and procedures in connection with our efforts to maintain an effective controls infrastructure at our Company.

Limitations on Effectiveness of Controls. A system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the system will meet its objectives. The design of a control system is based, in part, upon the benefits of the control system relative to its costs. Control systems can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. In addition, over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. In addition, the design of any control system is based in part upon assumptions about the likelihood of future events.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Breckenridge Fund – On June 6, 2006, the Breckenridge Fund filed a complaint against the Company in the Supreme Court of the State of New York, County of Nassau (the “Court”), in connection with a settlement agreement between the Company and Breckenridge entered into in September 2005. In the Complaint, Breckenridge alleged that the Company failed to pay certain amounts due under the settlement agreement in the amount of $450,000. The Company denied the allegations of Breckenridge’s complaint and filed a motion for summary judgment. Breckenridge also filed for summary judgment on its complaint.

On February 2, 2007, the Court granted Breckenridge’s motion for summary judgment, denied the Company’s summary judgment motion, and directed that a hearing be held to determine the amount owed by the Company to Breckenridge. The Company and Breckenridge entered into a stipulation that the Company owed Breckenridge $1,530,000 plus interest at a rate of 9% from September 15, 2006 to the date of entry of judgment.

Hite Development Corporation In January 2007, Hite Development Corporation (“Hite”) brought a lawsuit against the Company claiming breach of contract and breach of the covenant of good faith and fair dealing, alleging that the Company failed to make certain payments under a settlement agreement with Hite dating from March 2005. The complaint seeks approximately $33,000 plus interest. The Company filed its answer in May 2007. On May 8, 2008, Hite filed a motion for summary judgment, which the Court granted.

RR Donnelley Receivables Inc. v. Fonix Corporartion, In July 2007, RR Donnelley Receivables Inc. (“Donnelly”) brought a lawsuit against the Company for alleged failure to pay for services provided. The complaint seeks approximately $21,000 plus interest. The Company filed its answer in August 2007, and filed a motion to dismiss the action in December 2007. That motion is currently pending before the court. If the Company’s motion to dismiss is denied, the Company intends to defend against the claims in the complaint.

Perpetual Storage, Inc. Perpetual Storage, Inc., brought suit, claiming breach of contract and unjust enrichment, and seeking damages of approximately $12,300 plus attorneys’ fees and costs. The Company filed its answer in July 2008, and no further developments had occurred as of the date of this report.

Item 1A. Risk Factors

We attempt to identify, manage and mitigate the risks and uncertainties associated with our business to the extent practical. However, some level of risk and uncertainty will always be present. The section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, entitled “Certain Significant Risk Factors” describes some of the risks and uncertainties associated with our business. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows, projected results and future prospects. We have revised the following risk factors which were previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007.

Our substantial and continuing losses since inception, coupled with significant ongoing operating expenses, raise doubt about our ability to continue as a going concern.

Since inception, we have sustained substantial losses. Such losses continue due to ongoing operating expenses and a lack of revenues sufficient to offset operating expenses. We have raised capital to fund ongoing operations by private sales of our securities, some of which sales have been highly dilutive and involve considerable expense. In our present circumstances, there is substantial doubt about our ability to continue as a going concern absent significant sales of our products and telecommunication services, substantial revenues from new licensing or co-development contracts, or continuing large sales of our securities.

We had net income of $14,959,000 for December 31, 2007, and net losses $21,943,000 and $22,631,000 for the years ended December 31, 2006 and 2005, respectively. We incurred a net loss of $1,701,000 for the three months ended September 30, 2008 and $4,035,000 for the nine months ended September 30, 2008 As of September 30, 2008, we had an accumulated deficit of $283,469,000; negative working capital of $41,852,000; derivative liabilities of $33,886,000 related to the issuance of Series L Preferred Stock, Series M Preferred Stock, Series N Preferred Stock, Series O Preferred Stock, Series P Preferred Stock and Series B Preferred Stock of our subsidiary; accrued liabilities and accrued settlement obligation of $4,751,000; accounts payable of $1,682,000; notes payable to related parties of $940,000; accrued payroll and other compensation of $211,000; and deferred revenues of $445,000.

We expect to continue to spend significant amounts to enhance our Speech Products and technologies and fund further Product development. As a result, we will need to generate significant additional revenue to achieve profitability. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. If we do not achieve and maintain profitability, the market price for our common stock may further decline, perhaps substantially, and we may have to curtail or cease our operations.

Continuing debt obligations could impair our ability to continue as a going concern.

As of September 30, 2008, we had debt obligations of $940,000, accrued liabilities and accrued settlement obligation of $4,751,000 and vendor accounts payable of approximately $1,682,000. At present, our revenues from existing licensing arrangements and Speech Product sales are not sufficient to offset our ongoing operating expenses or to pay in full our current debt obligations.

There is substantial risk, therefore, that the existence and extent of the debt obligations described above could adversely affect our business, operations and financial condition, and we may be forced to curtail our operations, sell part or all of our assets, or seek protection under bankruptcy laws. Additionally, there is substantial risk that the current or former employees or our vendors could bring lawsuits to collect the unpaid amounts. In the event of lawsuits of this type, if we are unable to negotiate settlements or satisfy our obligations, we could be forced into bankruptcy.

General economic conditions may affect our revenue and harm our business.

As widely reported, financial markets in the United States, Europe and Asia have been experiencing extreme disruption in recent months. Unfavorable changes in economic conditions, including declining consumer confidence, inflation, recession or other changes, may lead our customers to delay or reduce purchases of our products and our results of operations and financial condition could be adversely affected thereby. Challenging economic conditions also may impair the ability of our customers or distributors to pay for products they have purchased, and as a result, our reserves for doubtful accounts and write-offs of accounts receivable could increase. Our cash flows may be adversely affected by delayed payments or underpayments by our customers. We are unable to predict the duration and severity of the current disruption in financial markets and adverse economic conditions in the U.S. and other countries.

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

During the nine months ended September 30, 2008, we issued 3,228,481,781 shares of our common stock in connection with conversions of 34 shares of our Series L Preferred Stock for which we received no proceeds. The shares of common stock were issued without registration under the 1933 Act in reliance on Section 4(2) of the 1933 Act and the rules and regulations promulgated thereunder.

We received no proceeds from the issuance of shares upon conversion of our series of preferred stock.

Item 6. Exhibits

a.	Exhibits: The following Exhibits are filed with this Form 10-Q pursuant to Item 601(a) of Regulation S-K:

Exhibit No. Description of Exhibit

4	Certificate of Designation of Rights and Preferences for Series P 9% Convertible Preferred Stock
10	Exchange Agreement, dated as of September 30, 2008
31	Certification of President and Chief Financial Officer
32	Certification of President and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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.

	Fonix Corporation



Date: November 19, 2008	/s/ Roger D. Dudley
	Roger D. Dudley, Chief Executive Officer, President,
	Chief Financial Officer, and Director
	(Principal Executive Officer, Principal Financial Officer)

FONIX CORP 10-Q