AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 2, 2009
                                               REGISTRATION NO. 333-____________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                  MODAVOX, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                          20-0122076
--------------------------------                     --------------------------
(State or other jurisdiction of                           (IRS Employer
incorporation or  organization)                          Identification No.)

1900 W. UNIVERSITY DRIVE, SUITE 230, TEMPE, AZ              85281-3291
----------------------------------------------      ----------------------------
   (Address of Principal Executive Offices)                 (Zip Code)

                     STOCK LETTER AGREEMENT FOR DAVID SHAUB
                  STOCK LETTER AGREEMENT FOR DOUGLAS E. HOPKINS
                 STOCK LETTER AGREEMENT FOR GUY L. WATKINS, JR.
                     STOCK LETTER AGREEMENT FOR ARNOLD ZWEIG
                    STOCK LETTER AGREEMENT FOR JOHN BERGSTROM
                            (Full title of the plans)

                                 --------------

                           INCORPORATING SERVICES LTD.
                            3500 SOUTH DUPONT HIGHWAY
                                 DOVER, DE 19901
                     (Name and address of agent for service)
                                 (302) 531-0855
          (Telephone number, including area code, of agent for service)

                                 --------------

                                 WITH COPIES TO:
                             Scott D. Museles, Esq.
                  Shulman, Rogers, Gandal, Pordy & Ecker, P.A.
                        11921 Rockville Pike, Suite 300,
                            Rockville, Maryland 20852
                                 (301) 230-5246

                                 ---------------

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer |_|                 Accelerated filer         |_|
Non-accelerated filer   |_|  (Do not check if a smaller reporting company)
                                            Smaller reporting company |X|
<PAGE>

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
---------------------------------------------- -------------- ---------------------- --------------------- ------------
             Title of securities               Amount to be     Proposed maximum       Proposed maximum     Amount of
              to be registered                  registered     offering price per     aggregate offering   registration
                                                    (1)             share(2)                price            fee(2)
---------------------------------------------- -------------- ---------------------- --------------------- ------------
<S>                                               <C>                 <C>                  <C>               <C>
Common Stock, par value $0.0001 per share         180,146             $1.50                $270,717          $15.08
---------------------------------------------- -------------- ---------------------- --------------------- ------------
-------------

      (1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended
            (the "SECURITIES ACT"), this registration statement also covers any
            additional shares of common stock to be issued as a result of stock
            splits, stock dividends or similar transactions.

      (2)   Computer pursuant to Rule 457(h)(1) under the Securities Act for the
            purpose of calculating the registration fee, on the basis of the
            price at which outstanding options may be exercised.
</TABLE>

<PAGE>

                                TABLE OF CONTENTS

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
     Item 3. Incorporation of Documents by Reference
     Item 4. Description of Securities
     Item 5. Interests of Named Experts and Counsel
     Item 6. Indemnification of Directors and Officers
     Item 7. Exemption from Registration Claimed
     Item 8. Exhibits
     Item 9. Undertakings
SIGNATURES

POWER OF ATTORNEY
INDEX TO EXHIBITS
     Form of Stock Letter Agreement
     Consent of Malone & Bailey, PC
     Opinion/Consent of Shulman, Rogers, Gandal, Pordy & Ecker, P.A.

<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The documents containing the information specified in Part I of this
registration statement on Form S-8 will be sent or given to participants, as
required by Rule 428(b)(1) promulgated under the Securities Act of 1933, as
amended (the "SECURITIES ACT"). Such documents need not be filed with the
Securities and Exchange Commission (the "COMMISSION") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424 promulgated under the Securities Act. These documents and the documents
incorporated by reference in this registration statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirement of Section 10(a) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

         This registration statement incorporates by reference the documents
listed below that we have previously filed with the Commission.

     o    Our Annual Report on Form 10-KSB for the year ended February 29, 2008;
     o    Our Quarterly Reports on Form 10-QSB for the quarter ended May 31,
          2008 and our Quarterly Reports on Form 10-Q for the quarters ended
          August 31, 2008 and November 30, 2008; and
     o    Our Current Reports on Form 8-K filed with the Commission on:
          September 22, 2008, December 2, 2008, December 4, 2008, January 28,
          2009 and March 12, 2009.

         In addition, all documents filed by us with the Commission subsequent
to the filing date of this registration statement pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (other than current
reports or portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K),
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

         Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such prior
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement except as indicated herein.

                                      II-1
<PAGE>

ITEM 4.       DESCRIPTION OF SECURITIES.

         The following summary of our common stock is subject in all respects to
the applicable provisions of the Delaware General Corporation Law, or DGCL, our
amended and restated certificate of incorporation referred to herein as our
"certificate of incorporation" and our amended and restated by-laws, referred to
herein as our "by-laws."

         As of the date hereof, our authorized capital stock consists of
125,000,000 shares, of which 100,000,000 shares are common stock, par value
$0.0001 per share, and 25,000,000 shares are preferred stock, par value $0.0001
per share. As of April 1, 2009, there were 44,892,067 shares of common stock
issued and outstanding and no shares of preferred stock issued and outstanding.

COMMON STOCK

      DIVIDEND RIGHTS. Subject to the dividend rights of the holders of any
outstanding preferred stock, the holders of shares of common stock are entitled
to receive ratably dividends out of assets legally available therefor at such
times and in such amounts as our board of directors may from time to time
determine.

      RIGHTS UPON LIQUIDATION. Upon liquidation, dissolution or winding up of
our affairs, the holders of common stock are entitled to share ratably in our
assets that are legally available for distribution, after payment of all debts,
other liabilities and any liquidation preferences of outstanding preferred
stock.

      CONVERSION, REDEMPTION AND PREEMPTIVE RIGHTS. Holders of our common stock
have no conversion, redemption, preemptive or similar rights.

      VOTING RIGHTS. Each outstanding share of common stock is entitled to one
vote on all matters submitted to a vote of stockholders. Our amended and
restated certificate of incorporation does not provide for cumulative voting in
the election of directors.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the DGCL permits corporations to indemnify directors and
officers. The statute generally requires that to obtain indemnification the
director or officer must have acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the corporation; and,
additionally, in criminal proceedings, that the officer or director had no
reasonable cause to believe his conduct was unlawful. In any proceeding by or in
the right of the corporation, no indemnification may be provided if the director
or officer is adjudged liable to the corporation (unless ordered by the court).
Indemnification against expenses actually and reasonably incurred by a director
or officer is required to the extent that such director or officer is successful
on the merits in the defense of the proceeding.

                                      II-2
<PAGE>

         Our Articles of Incorporation and Bylaws provide generally for
indemnification, to the fullest extent permitted by Delaware law, of a director
and officer who was or is a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding"), by reason of the fact that he
or she is or was a director or officer of the company or was serving at the
request of the company as a director, officer, employee or agent of certain
other related entities. The Articles of Incorporation and Bylaws provide that
the indemnification will cover all costs, charges, expenses, liabilities and
losses reasonably incurred by the director or officer. The Bylaws further
provide that a director or officer has the right to be paid expenses incurred in
defending a proceeding, except the amount of any settlement, in advance of its
final disposition upon receipt by us of an undertaking from the director or
officer to repay the advances if it is ultimately determined that he or she is
not entitled to indemnification. The Articles of Incorporation provide that a
director or officer is presumed to be entitled to indemnification and the
company has the burden of proving that such director or officer has not met the
standards of conduct for permissible indemnification.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.       EXHIBITS.

         See the Exhibit Index, which is incorporated herein by reference.

ITEM 9.       UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933;
               (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total
                    dollar value of securities offered would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the aggregate, the changes in volume
                    and price represent no more than a 20% change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the effective registration
                    statement; and
               (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;

         PROVIDED, HOWEVER, THAT:Paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
              (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
              (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering;

                                      II-3
<PAGE>

       (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-4
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tempe, State of Arizona, on April 2, 2009.

                                          MODAVOX, INC.
                                          (Registrant)

                                          By:    /S/ DAVID J. IDE
                                                 -------------------------------
                                                   David J. Ide
                                                   Chief Executive Officer
                                                   & Director

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints DAVID J. IDE and JEFF SPENARD and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and any registration statements for
the same offering filed pursuant to Rule 462 under the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and any
other regulatory authority, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

                              --------------------

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE               TITLE                                          DATE
---------               -----                                          ----
                        Director, Chief Executive Officer         April 2, 2009
/S/ DAVID J. IDE        (Principal Executive Officer), Chief Financial
----------------        Officer, Secretary, and Treasurer
David J. Ide            (Principal Financial and Accounting Officer)

/S/ JEFF SPENARD        Director and President-VoiceAmerica       April 2, 2009
----------------
Jeff Spenard

/S/ JAY STULBERG        Director                                  April 2, 2009
----------------
Jay Stulberg

/S/ SHELLY J. MEYERS    Director and Chairwoman                   April 2, 2009
--------------------
Shelly J. Meyers

/S/ JOHN M. DEVLIN, JR  Director                                  April 2, 2009
----------------------
John M. Devlin, Jr.

/S/ JIM CRAWFORD        Chief Information Officer                 April 2, 2009
----------------
Jim Crawford

                                      S-1
<PAGE>

                                 MODAVOX, INC.

                                 EXHIBIT INDEX

                                       TO

                        FORM S-8 REGISTRATION STATEMENT

<TABLE>
<CAPTION>
EXHIBIT NUMBER                         DESCRIPTION                             INCORPORATED             FILED
                                                                                HEREIN BY              HEREWITH
                                                                               REFERENCE TO
<S>            <C>                                                                 <C>           <C>
     5.1       Opinion of Shulman, Rogers, Gandal, Pordy & Ecker, P.A.                                    X

    10.1       Form of Stock Letter Agreement                                                             X

    23.1       Consent of Malone & Bailey, PC                                                             X

                                                                                                     Included in
    23.2       Consent of Shulman, Rogers, Gandal, Pordy & Ecker, P.A.                               Exhibit 5.1

    24.1       Powers of Attorney                                                                See signature page.
</TABLE>

                                      S-2
[{"type": "S-8", "sequence": "1", "filename": "t305192.txt", "secsgml_size_bytes": 21778}]
{"company-data": {"conformed-name": "MODAVOX INC", "cik": "0001137204", "assigned-sic": "3669", "irs-number": "582604254", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-158382", "film-number": "09728203"}, "business-address": {"street1": "2617 SOUTH 46TH STREET", "street2": "SUITE 300", "city": "PHOENIX", "state": "AZ", "zip": "85034-7417", "phone": "480-643-5989"}, "mail-address": {"street1": "2617 SOUTH 46TH STREET", "street2": "SUITE 300", "city": "PHOENIX", "state": "AZ", "zip": "85034-7417"}, "former-company": [{"former-conformed-name": "SURFNET MEDIA GROUP INC", "date-changed": "20030827"}, {"former-conformed-name": "INNERSPACE CORP", "date-changed": "20010326"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 2, 2009
                                               REGISTRATION NO. 333-____________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                  MODAVOX, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                          20-0122076
--------------------------------                     --------------------------
(State or other jurisdiction of                           (IRS Employer
incorporation or  organization)                          Identification No.)

1900 W. UNIVERSITY DRIVE, SUITE 230, TEMPE, AZ              85281-3291
----------------------------------------------      ----------------------------
   (Address of Principal Executive Offices)                 (Zip Code)

                     STOCK LETTER AGREEMENT FOR DAVID SHAUB
                  STOCK LETTER AGREEMENT FOR DOUGLAS E. HOPKINS
                 STOCK LETTER AGREEMENT FOR GUY L. WATKINS, JR.
                     STOCK LETTER AGREEMENT FOR ARNOLD ZWEIG
                    STOCK LETTER AGREEMENT FOR JOHN BERGSTROM
                            (Full title of the plans)

                                 --------------

                           INCORPORATING SERVICES LTD.
                            3500 SOUTH DUPONT HIGHWAY
                                 DOVER, DE 19901
                     (Name and address of agent for service)
                                 (302) 531-0855
          (Telephone number, including area code, of agent for service)

                                 --------------

                                 WITH COPIES TO:
                             Scott D. Museles, Esq.
                  Shulman, Rogers, Gandal, Pordy & Ecker, P.A.
                        11921 Rockville Pike, Suite 300,
                            Rockville, Maryland 20852
                                 (301) 230-5246

                                 ---------------

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer |_|                 Accelerated filer         |_|
Non-accelerated filer   |_|  (Do not check if a smaller reporting company)
                                            Smaller reporting company |X|
CALCULATION OF REGISTRATION FEE
---------------------------------------------- -------------- ---------------------- --------------------- ------------
             Title of securities               Amount to be     Proposed maximum       Proposed maximum     Amount of
              to be registered                  registered     offering price per     aggregate offering   registration
                                                    (1)             share(2)                price            fee(2)
---------------------------------------------- -------------- ---------------------- --------------------- ------------
Common Stock, par value $0.0001 per share         180,146             $1.50                $270,717          $15.08
---------------------------------------------- -------------- ---------------------- --------------------- ------------
-------------

      (1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended
            (the "SECURITIES ACT"), this registration statement also covers any
            additional shares of common stock to be issued as a result of stock
            splits, stock dividends or similar transactions.

      (2)   Computer pursuant to Rule 457(h)(1) under the Securities Act for the
            purpose of calculating the registration fee, on the basis of the
            price at which outstanding options may be exercised.
TABLE OF CONTENTS

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
     Item 3. Incorporation of Documents by Reference
     Item 4. Description of Securities
     Item 5. Interests of Named Experts and Counsel
     Item 6. Indemnification of Directors and Officers
     Item 7. Exemption from Registration Claimed
     Item 8. Exhibits
     Item 9. Undertakings
SIGNATURES

POWER OF ATTORNEY
INDEX TO EXHIBITS
     Form of Stock Letter Agreement
     Consent of Malone & Bailey, PC
     Opinion/Consent of Shulman, Rogers, Gandal, Pordy & Ecker, P.A.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The documents containing the information specified in Part I of this
registration statement on Form S-8 will be sent or given to participants, as
required by Rule 428(b)(1) promulgated under the Securities Act of 1933, as
amended (the "SECURITIES ACT"). Such documents need not be filed with the
Securities and Exchange Commission (the "COMMISSION") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424 promulgated under the Securities Act. These documents and the documents
incorporated by reference in this registration statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirement of Section 10(a) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

         This registration statement incorporates by reference the documents
listed below that we have previously filed with the Commission.

     o    Our Annual Report on Form 10-KSB for the year ended February 29, 2008;
     o    Our Quarterly Reports on Form 10-QSB for the quarter ended May 31,
          2008 and our Quarterly Reports on Form 10-Q for the quarters ended
          August 31, 2008 and November 30, 2008; and
     o    Our Current Reports on Form 8-K filed with the Commission on:
          September 22, 2008, December 2, 2008, December 4, 2008, January 28,
          2009 and March 12, 2009.

         In addition, all documents filed by us with the Commission subsequent
to the filing date of this registration statement pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (other than current
reports or portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K),
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

         Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such prior
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement except as indicated herein.

                                      II-1
ITEM 4.       DESCRIPTION OF SECURITIES.

         The following summary of our common stock is subject in all respects to
the applicable provisions of the Delaware General Corporation Law, or DGCL, our
amended and restated certificate of incorporation referred to herein as our
"certificate of incorporation" and our amended and restated by-laws, referred to
herein as our "by-laws."

         As of the date hereof, our authorized capital stock consists of
125,000,000 shares, of which 100,000,000 shares are common stock, par value
$0.0001 per share, and 25,000,000 shares are preferred stock, par value $0.0001
per share. As of April 1, 2009, there were 44,892,067 shares of common stock
issued and outstanding and no shares of preferred stock issued and outstanding.

COMMON STOCK

      DIVIDEND RIGHTS. Subject to the dividend rights of the holders of any
outstanding preferred stock, the holders of shares of common stock are entitled
to receive ratably dividends out of assets legally available therefor at such
times and in such amounts as our board of directors may from time to time
determine.

      RIGHTS UPON LIQUIDATION. Upon liquidation, dissolution or winding up of
our affairs, the holders of common stock are entitled to share ratably in our
assets that are legally available for distribution, after payment of all debts,
other liabilities and any liquidation preferences of outstanding preferred
stock.

      CONVERSION, REDEMPTION AND PREEMPTIVE RIGHTS. Holders of our common stock
have no conversion, redemption, preemptive or similar rights.

      VOTING RIGHTS. Each outstanding share of common stock is entitled to one
vote on all matters submitted to a vote of stockholders. Our amended and
restated certificate of incorporation does not provide for cumulative voting in
the election of directors.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the DGCL permits corporations to indemnify directors and
officers. The statute generally requires that to obtain indemnification the
director or officer must have acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the corporation; and,
additionally, in criminal proceedings, that the officer or director had no
reasonable cause to believe his conduct was unlawful. In any proceeding by or in
the right of the corporation, no indemnification may be provided if the director
or officer is adjudged liable to the corporation (unless ordered by the court).
Indemnification against expenses actually and reasonably incurred by a director
or officer is required to the extent that such director or officer is successful
on the merits in the defense of the proceeding.

                                      II-2
Our Articles of Incorporation and Bylaws provide generally for
indemnification, to the fullest extent permitted by Delaware law, of a director
and officer who was or is a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding"), by reason of the fact that he
or she is or was a director or officer of the company or was serving at the
request of the company as a director, officer, employee or agent of certain
other related entities. The Articles of Incorporation and Bylaws provide that
the indemnification will cover all costs, charges, expenses, liabilities and
losses reasonably incurred by the director or officer. The Bylaws further
provide that a director or officer has the right to be paid expenses incurred in
defending a proceeding, except the amount of any settlement, in advance of its
final disposition upon receipt by us of an undertaking from the director or
officer to repay the advances if it is ultimately determined that he or she is
not entitled to indemnification. The Articles of Incorporation provide that a
director or officer is presumed to be entitled to indemnification and the
company has the burden of proving that such director or officer has not met the
standards of conduct for permissible indemnification.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.       EXHIBITS.

         See the Exhibit Index, which is incorporated herein by reference.

ITEM 9.       UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933;
               (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total
                    dollar value of securities offered would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the aggregate, the changes in volume
                    and price represent no more than a 20% change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the effective registration
                    statement; and
               (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;

         PROVIDED, HOWEVER, THAT:Paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
              (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
              (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering;

                                      II-3
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tempe, State of Arizona, on April 2, 2009.

                                          MODAVOX, INC.
                                          (Registrant)

                                          By:    /S/ DAVID J. IDE
                                                 -------------------------------
                                                   David J. Ide
                                                   Chief Executive Officer
                                                   & Director

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints DAVID J. IDE and JEFF SPENARD and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and any registration statements for
the same offering filed pursuant to Rule 462 under the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and any
other regulatory authority, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

                              --------------------

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE               TITLE                                          DATE
---------               -----                                          ----
                        Director, Chief Executive Officer         April 2, 2009
/S/ DAVID J. IDE        (Principal Executive Officer), Chief Financial
----------------        Officer, Secretary, and Treasurer
David J. Ide            (Principal Financial and Accounting Officer)

/S/ JEFF SPENARD        Director and President-VoiceAmerica       April 2, 2009
----------------
Jeff Spenard

/S/ JAY STULBERG        Director                                  April 2, 2009
----------------
Jay Stulberg

/S/ SHELLY J. MEYERS    Director and Chairwoman                   April 2, 2009
--------------------
Shelly J. Meyers

/S/ JOHN M. DEVLIN, JR  Director                                  April 2, 2009
----------------------
John M. Devlin, Jr.

/S/ JIM CRAWFORD        Chief Information Officer                 April 2, 2009
----------------
Jim Crawford

                                      S-1
MODAVOX, INC.

                                 EXHIBIT INDEX

                                       TO

                        FORM S-8 REGISTRATION STATEMENT
EXHIBIT NUMBER                         DESCRIPTION                             INCORPORATED             FILED
                                                                                HEREIN BY              HEREWITH
                                                                               REFERENCE TO
5.1       Opinion of Shulman, Rogers, Gandal, Pordy & Ecker, P.A.                                    X

    10.1       Form of Stock Letter Agreement                                                             X

    23.1       Consent of Malone & Bailey, PC                                                             X

                                                                                                     Included in
    23.2       Consent of Shulman, Rogers, Gandal, Pordy & Ecker, P.A.                               Exhibit 5.1

    24.1       Powers of Attorney                                                                See signature page.
S-2