UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

~~PURSUANT TO~~Pursuant ~~SECTION~~to Section 13 OR 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES EXCHANGE~~Date ~~ACT~~of OFReport ~~1934~~(Date of Earliest Event Reported): March 30, 2011

~~Date~~Fonix ~~of Report (Date of Earliest Event Reported): January 22, 2010~~Corporation

~~FONIX CORPORATION~~(Exact name of registrant as specified in its charter)

Delaware (~~Exact name~~State or other jurisdiction of ~~registrant~~incorporation) as0-23862 ~~specified~~(Commission inFile ~~its~~Number) ~~Charter~~22-2994719 (IRS Employer Identification No.)

Delaware	0-23862	22-2994719
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)	Identification No.)
387 South 520 West, Suite 110, Lindon, Utah		84042
(Address of principal executive offices)		(Zip Code)

387 South 520 West, Suite 110, Lindon, Utah 84042

~~Registrant's Telephone~~(Address ~~Number,~~of ~~Including~~principal ~~Area~~executive offices, Zip Code~~: (801~~) ~~553-6600~~

~~Item 8.01 Other Events~~Registrant's telephone number, including area code: (801) 553-6600

~~Fonix~~Check ~~Corporation~~the ~~Tenders Notice~~appropriate ofbox ~~Default~~below ~~under~~if Gthe Form 8-~~Soft~~K ~~Exchange~~filing ~~Agreement;~~is ~~Failure~~intended to simultaneously satisfy the filing obligation of ~~Notice~~the ~~Recipients to~~registrant ~~Meet~~under ~~January~~any ~~22,~~of ~~2010,~~the ~~Deadline.~~following provisions:

On[ ] ~~January~~Written ~~13,~~communications ~~2010,~~pursuant Fonix Corporation (the “Company”) issued a formal notice (the “Notice”) of breach of the Exchange Agreement (the “Exchange Agreement”) among the Company, Fonix GS Acquisition Corporation, Inc. (“Fonix GS”), Southridge LLC, a Connecticut limited liability company (“Southridge”), G-Soft Limited, a Hong Kong corporation (“G-Soft”) and the shareholders of G-Soft (the “Sellers”). The Notice gave the Sellers until January 22, 2010, to ~~cure~~Rule ~~certain~~425 ~~defaults~~ under the ~~Exchange Agreement,~~Securities ~~and~~Act ~~until~~(17 ~~January~~CFR ~~29, 2010, to cure certain other defaults, both discussed more fully below~~230. ~~The Sellers failed to meet the January 22, 2010, deadline.~~425)

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

By[ ] ~~way of background, on June 27, 2008, the Company and Fonix GS entered into the Exchange Agreement with Southridge; G~~Pre-~~Soft,~~commencement ~~which~~communications ispursuant ~~the~~to ~~ultimate~~Rule ~~parent of Shanghai Gaozhi Software Systems Limited~~ 14d-2(~~“GaozhiSoft”~~b); ~~and~~under the ~~Sellers. G-Soft, through its wholly owned subsidiary, owned 100% of the outstanding equity of GaozhiSoft. Pursuant to the~~ Exchange ~~Agreement,~~Act ~~Fonix~~(17 GSCFR 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, thereby making Fonix GS and Southridge the ultimate shareholders of GaozhiSoft240.14d-2(b))

~~The~~[ ] ~~Exchange~~Pre-commencement ~~Agreement~~communications ~~was~~pursuant ~~amended by the First Amendment~~ to ~~the~~Rule ~~Exchange Agreement, dated as of December 12, 2008~~ 13e-4(~~the “First Amendment”~~c), ~~modifying~~under the ~~consideration~~Exchange ~~for~~Act ~~the~~(17 ~~purchase~~CFR ~~of the G-Soft shares and certain other closing conditions, as set forth therein~~240. ~~Additionally, subject to the terms of the First Amendment, the Sellers were entitled to annual earn~~13e-~~out payments equal to fifty percent~~ 4(~~50%~~c) ~~of the prior year’s net income of GaozhiSoft, to be paid in the form of Series P Preferred Stock (the “Earn-Out Payments”~~).

Additionally, Fonix GS and the Sellers entered into a side letter agreement, dated February 18, 2009 (the “Side Letter”), modifying certain closing conditions of the Exchange Agreement, as amended by the First Amendment. The Side Letter established certain conditions regarding: (1~~) management and directorships of GaozhiSoft; (2) filing of certain administrative government documents in China; and (3) operations of GaozhiSoft.~~

~~The~~Item ~~final~~5.02. ~~closing~~Departure ~~conditions~~of ~~were~~Directors ~~met, and~~or ~~the~~Certain ~~share~~Officers; ~~exchange~~Election ~~transaction~~of ~~closed~~Directors; asAppointment of ~~March~~Certain ~~27,~~Officers; ~~2009~~Compensatory Arrangements with Certain Officers.

~~Notice~~ (b). On March 30, 2011, Mr. Gilbert Steedley and Mr. Barry Jordan each notified Fonix Corporation (the “Company”) that they would resign effective March 30, 2011 from their positions as members of ~~Breach~~the board of directors of the Company. The Company expresses appreciation to Messrs. Steedley and Jordan for their valuable service.

InWith the ~~Notice~~resignations, the Company’s ~~stated~~board ~~that certain events~~ of ~~default~~directors ~~and~~now ~~other~~consists ~~breaches (the “Designated Defaults”) had occurred and were continuing under the Agreements as~~ of ~~the~~Mr. ~~date~~Roger ~~of the Notice~~D. ~~The~~ ~~Company listed five Designated Defaults that were required to be cured by January 22~~Dudley, ~~2010,~~Mr. ~~including~~Von ~~the~~H. ~~failure of the General Manager of GaozhiSoft to provide financial information~~Whitby, ~~to cooperate with the Company’s auditors,~~ and toMr. ~~pay~~Steven ~~certain fees owed to the Company~~G. ~~The Sellers~~ ~~failed to cure any of the Designated Defaults which were to be cured by January 22, 2010~~Jones.

~~Additionally,~~Item ~~the Company listed twenty-five Designated Defaults that are required to be cured by January 29, 2010~~8. ~~These~~01. Other included the failure to diligently prosecute all necessary government applications; unauthorized changes in the charter or bylaws of certain of the companies; the failure to list all material contracts in the Exchange Agreement and amendments; the failure to deliver correct and complete copies of each such agreement; the failure to deliver original certificates representing G-Soft shares; the failure to deliver possession of all documents, books, records (including tax records), agreements, and financial data of any sort relating to the companies; discouraging third-parties from maintaining the same business relationships with the companies after the closing; the change in the capitalization of GaozhiSoft; the failure to provide access to all records of the companies within 5 days of the date of the Side Letter; the failure to provide the Company with a business plan for GaozhiSoft; the failure to pay closing costs associated with the Agreements; and the failure to deliver all books, records, certificates, licenses and seals of G-Soft IncEvents.

AsOn ~~noted,~~April ~~G-Soft~~15, ~~GaozhiSoft~~2011, ~~and~~ the ~~Sellers~~ ~~(as~~board ~~applicable)~~of ~~failed~~directors toof ~~meet~~ the ~~January~~Company ~~22,~~approved ~~2010,~~a ~~cure deadline. If~~plan Gto spin-~~Soft,~~off ~~GaozhiSoft~~the Company’s subsidiary, orFonix ~~the~~Speech, ~~Sellers~~Inc. (as“Fonix ~~applicable~~Speech”). Under ~~do not cure~~ the ~~Designated~~proposed ~~Defaults listed in the Notice which are to be cured by January 29~~spin-off, ~~2010,~~ the Company’s ~~intends~~common ~~to exercise any~~ and ~~all~~preferred ~~rights~~shareholders ~~and remedies~~will ~~available~~receive toshares itin ~~under~~Fonix ~~the~~Speech ~~Exchange~~proportional ~~Agreement,~~to ~~any~~their ~~amendments~~shareholdings orin ~~other agreements,~~the ~~and applicable laws~~Company.

~~SIGNATURES~~Historically, the Company’s operations have been conducted through its two wholly-owned subsidiaries, Fonix Speech and Fonix GS Acquisition Co., Inc.

Fonix Speech provides value-added speech-enabling technologies, speech interface development tools, and speech solutions and applications, including automated speech recognition and text-to-speech that empower consumers to interact conversationally with information systems and devices. Fonix Speech offers its speech-enabling technologies to markets for personal software for consumer applications including video games, e.Dictionaries and mobile navigation devices with GPS, wireless and mobile devices, computer telephony, and server solutions.

The Company’s directors believe the proposed spin-off will preserve the value of the speech and voice recognition assets and business of Fonix Speech for the shareholders of the Company. They believe the Spin-off will permit the development of that business by facilitating separate audits of Fonix Speech, and future investment in Fonix Speech, in addition other benefits.

The spin-off plan includes the following:

The filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form 10 under the Securities Exchange Act of 1934, for the purpose of registering the common stock of Fonix Speech and causing Fonix Speech to become subject to the information reporting requirements and other conditions of a reporting company under Exchange Act;

·	The assignment from the Company to Fonix Speech of certain liabilities of the Company primarily associated with the core technologies and speech products of Fonix Speech;

·	The settlement by the Company or Fonix Speech of other obligations of the Company; and

·	The distribution to the common and preferred shareholders of the Company, on a pro rata basis, of all outstanding shares of common stock of Fonix Speech.

The distribution date for the delivery of shares of Fonix Speech to be issued in the spin-off has not been determined, and is subject to the satisfaction of a number of conditions, including the following:

·	The Form 10 shall have been filed with the Commission, and an information statement satisfying the requirements of the Commission shall have been filed with the Commission and mailed to all common and preferred shareholders of the Company;

·	All government approvals and other necessary consents shall have been obtained;

·	Certain waivers and releases of rights, or settlements of claims, shall have been obtained from certain creditors and preferred shareholders of the Company; and

·	No events or developments shall have occurred that, in the discretion of the board of directors of the Company, would prohibit the distribution, or would result in the distribution not being in the best interests of the Company, its shareholders and creditors.

Even if the foregoing conditions are satisfied, the Company and Fonix Speech may agree to amend or abandon any and all terms of the proposed distribution at any time prior to the distribution. Accordingly, there can be no assurance that the proposed spin-off will take place.

If the spin-off is completed, it is anticipated that Fonix Speech will be a separate public reporting company, and that Fonix Speech will take steps to have its shares quoted in an over-the-counter market.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FONIX CORPORATION
	(Registrant)
Date: January 27, 2010
	By:	/s/ Roger D. Dudley
		Roger D. Dudley
		President and Chief Executive Officer
		(Principal Executive Officer)

	Fonix Corporation

	By:	/s/ Roger D. Dudley
		Roger D. Dudley, CEO
		Roger D. Dudley, CEO

Date: April 18, 2011

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