UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): ~~March~~January 2722, ~~2009~~2010

FONIX CORPORATION

(Exact name of registrant as specified in its Charter)

Delaware	0-23862	22-2994719
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(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
(Address of principal executive offices)	(Zip Code)

Registrant's Telephone Number, Including Area Code: (801) 553-6600

Item 28.01 ~~Completion~~ Other ~~of Acquisition or Disposition of Assets~~Events

~~Item~~Fonix Corporation Tenders ~~8.01 Other~~Notice of Default under G-Soft Exchange Agreement; Failure of Notice Recipients ~~Items~~to Meet January 22, 2010, Deadline.

~~Final~~On ~~Closing~~January 13, 2010, 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 ~~Exchange~~the shareholders of G-Soft (the “Sellers”). The Notice gave the Sellers until January 22, 2010, to cure certain defaults under the Exchange Agreement, and until January 29, 2010, to cure certain other defaults, both discussed more fully below. The Sellers failed to meet the January 22, 2010, deadline.

~~Fonix~~Exchange Corporation (the “Company”) has closed a previously announced transaction whereby its subsidiary Fonix GS Acquisition Corporation, Inc. (“FGSA”) acquired 80% of the issued and outstanding shares of G-Soft Limited, a Hong Kong corporation (“G-Soft”), which is the ultimate parent of Shanghai Gaozhi Software Systems Limited ("GaozhiSoft"), a Chinese software developer and solutions provider in 2G (second-generation) and 3G (third-generation) mobile networks in China and throughout the Asian Pacific region.Agreement

InBy away ~~Current~~of ~~Report~~background, ~~filed~~on June 27, 2008, the Company and Fonix GS entered into the Exchange Agreement with Southridge; G-Soft, which is the ~~SEC~~ultimate parent of Shanghai Gaozhi Software Systems Limited on(“GaozhiSoft”); ~~August~~and 12the Sellers. G-Soft, ~~2008~~through its wholly owned subsidiary, owned 100% of the ~~Company~~outstanding ~~announced~~equity ~~that~~of itGaozhiSoft. ~~had~~Pursuant ~~formed~~to ~~FGSA~~the Exchange ~~for~~Agreement, Fonix GS agreed to purchase 80% of the issued and ~~purpose~~outstanding shares of ~~acquiring~~G-Soft from the ~~GaozhiSoft~~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 GaozhiSoft.

OnThe ~~June~~Exchange ~~27,~~Agreement ~~2008,~~was ~~the~~amended ~~Company and FGSA~~by ~~entered~~the ~~into~~First anAmendment ~~exchange~~to ~~agreement (~~the “Exchange Agreement”), ~~with~~dated ~~Southridge LLC,~~as aof ~~Connecticut~~December ~~limited liability company (“Southridge”)~~12, ~~G-Soft and the~~2008 ~~shareholders of G-Soft~~ (the “~~Sellers~~First Amendment”)~~. G-Soft~~, ~~through~~modifying ~~its~~the ~~wholly owned~~consideration ~~subsidiary,~~for ~~owns~~the ~~100%~~purchase of the G-Soft ~~outstanding~~shares ~~equity~~and ofcertain ~~GaozhiSoft.~~other ~~Pursuant~~closing ~~to the~~conditions, ~~Exchange~~as ~~Agreement~~set forth therein. Additionally, ~~FGSA~~subject ~~agreed~~ to ~~purchase~~the ~~80%~~terms of the ~~issued~~First ~~and~~Amendment, ~~outstanding~~the ~~shares~~Sellers ofwere ~~G-Soft~~entitled ~~from~~to ~~the~~annual ~~Sellers,~~earn-out ~~and~~payments ~~Southridge~~equal ~~agreed~~ to ~~purchase the~~fifty ~~remaining 20~~percent (50%) of the ~~issued~~prior ~~and~~year’s ~~outstanding~~net ~~G-Soft~~income ~~shares~~of GaozhiSoft, ~~thereby~~to ~~making FGSA~~be ~~and~~paid ~~Southridge~~in the ~~ultimate~~form ~~shareholders~~ of Series ~~GaozhiSoft~~P Preferred Stock (the “Earn-Out Payments”).

~~The~~Additionally, ~~Exchange~~Fonix ~~Agreement~~GS ~~was~~and ~~amended~~the bySellers ~~that~~entered ~~certain~~into ~~First~~a ~~Amendment~~side toletter ~~the Exchange Agreement~~agreement, dated asFebruary ~~of December 12~~18, ~~2008~~ 2009 (the “~~First Amendment~~Side Letter”), modifying ~~the consideration for the purchase of the G-Soft shares and~~ certain ~~other~~ closing conditions, asof ~~set forth therein. Pursuant to~~ the Exchange Agreement, as amended, inby ~~exchange for 20% of~~ the ~~outstanding shares of G-Soft, 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~~ First Amendment. ~~In return~~The ~~for~~Side ~~the~~Letter ~~purchase~~established ~~of 80% of the outstanding shares of G-Soft, the Company~~certain ~~agreed~~conditions toregarding: ~~issue an aggregate of one hundred and twenty shares~~ (~~120~~1) ofmanagement aand ~~new series~~directorships of ~~preferred~~GaozhiSoft; ~~stock~~ (~~the “Series P Preferred Stock”~~2) ~~to the~~filing ~~Sellers. Additionally, subject to the terms~~ of ~~the~~certain ~~First~~administrative ~~Amendment, the~~government ~~Sellers~~documents ~~are entitled to annual earn-out payments equal to fifty percent (50%) of the prior year’s net income of GaozhiSoft, to be paid~~ in ~~the~~China; ~~form of Series P Preferred Stock (the “Earn-Out Payments”). The aggregate of the Earn-Out Payments is limited to three hundred~~ and ~~eighty~~ (~~380~~3) ~~shares~~operations of ~~Series P Preferred~~GaozhiSoft. ~~The First Amendment also amended and restated section 6.1 of the Exchange Agreement, relating to additional closing conditions, and section 8.2 of the original agreement relating to indemnification.~~

The ~~Sellers~~final ~~and~~closing ~~Fonix~~conditions ~~entered~~were ~~into an Escrow Agreement (the “Escrow Agreement”) with Adam L. Goldberg~~met, ~~whereby Mr.~~ ~~Goldberg agreed to act as escrow agent~~ and ~~hold~~ the ~~Series~~share Pexchange ~~Preferred~~transaction ~~Stock issued~~closed oras ~~issuable~~of toMarch ~~the~~27, ~~Sellers to purchase their interests in G-Soft~~2009. ~~The Escrow Agreement outlined Mr. Goldberg’s duties and obligations as Escrow Agent.~~

~~The First Amendment and the Escrow~~Notice ~~Agreement~~of ~~were described in more detail in, and attached as exhibits to, the Current Report on Form 8K, filed with the SEC on December 19, 2008.~~Breach

~~Additionally,~~In ~~FGSA~~the ~~and~~Notice, the ~~Sellers entered~~Company ~~into~~stated athat certain ~~side~~events ~~letter~~of ~~agreement,~~default ~~dated~~and ~~February~~other ~~18,~~breaches ~~2009~~ (the “~~Side Letter~~Designated Defaults”), ~~attached~~had occurred ~~hereto~~and were continuing under the Agreements as anof ~~exhibit~~the date of the Notice. The Company listed five Designated Defaults that were required to be cured by January 22, ~~modifying~~2010, ~~certain~~including ~~closing~~the ~~conditions~~failure of the ~~Exchange~~General Manager ~~Agreement~~of GaozhiSoft to provide financial information, asto ~~amended~~cooperate bywith the Company’s ~~First~~auditors, ~~Amendment. The~~and ~~Side Letter~~to ~~establishes~~pay certain ~~conditions~~fees ~~regarding:~~owed ~~(1)~~to ~~management~~the ~~and~~Company. The ~~directorships~~Sellers offailed ~~GaozhiSoft;~~to ~~(2)~~cure ~~filing~~any of ~~certain~~the ~~administrative~~Designated ~~government documents~~Defaults inwhich ~~China;~~were ~~and~~to ~~(3)~~be ~~operations~~cured ofby January ~~GaozhiSoft~~22, 2010.

~~The~~Additionally, ~~final~~the ~~closing~~Company ~~conditions~~listed twenty-five ~~have~~Designated ~~been met~~Defaults that are required to be cured by January 29, 2010. These 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 ~~share~~failure ~~exchange~~to ~~transaction~~deliver ~~closed~~correct asand complete copies of ~~March~~each 27such agreement; the failure to deliver original certificates representing G-Soft shares; the failure to deliver possession of all documents, ~~2009~~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 Inc.

~~The~~As ~~foregoing~~noted, ~~summaries~~G-Soft, ofGaozhiSoft, ~~the~~and ~~terms~~the ~~and~~Sellers ~~conditions~~(as ofapplicable) failed to meet the ~~Exchange~~January ~~Agreement~~22, ~~First~~2010, ~~Amendment~~cure deadline. If G-Soft, ~~Escrow~~GaozhiSoft, ~~Agreement~~or ~~and Side~~the ~~Letter~~Sellers do(as applicable) do not ~~purport~~cure tothe beDesignated ~~complete~~Defaults ~~and~~listed ~~are~~in ~~qualified~~the inNotice ~~their~~which ~~entirety~~are to be cured by ~~reference~~January to29, 2010, the ~~full~~Company ~~text~~intends ofto exercise any and all rights and remedies available to it under the Exchange Agreement, ~~First~~any ~~Amendment,~~amendments ~~Escrow~~or other ~~Agreement~~agreements, and ~~Side~~applicable ~~Letter~~laws.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements

The financial statements required by this Item 9.01(a) will be filed by amendment not later than 71 calendar days after the date that this Form 8-K must be filed.

(b) Exhibits

Side Letter Agreement

SIGNATURES

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

	FONIX CORPORATION
	(Registrant)
Date: March 27, 2009
Date: January 27, 2010
	By:	_/s/ Roger D. ~~Dudley_________~~Dudley
		Roger D. Dudley
		President and Chief Executive Officer (Principal Executive Officer)
		President and Chief Executive Officer
		(Principal Executive Officer)

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