**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q/A** **Amendment
        No. 1**








(Mark
      one)





[X]
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934 for the quarterly period ended March 31, 2006,
                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.)





**9350
      South 150 East, Suite 700**


**Sandy,
      Utah 84070**


(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. (Check One):


Larger
      Accelerated Filer ___ Accelerated Filer ___ Non-Accelerated Filer 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 May
      5, 2005, there were issued and outstanding 736,817,047 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 March 31, 2006, and December
                31,
                2005
            3Condensed
                Consolidated Statements of Operations and Comprehensive Loss for
                the Three
                Months Ended March 31, 2006 and 2005
            4Condensed
                Consolidated Statements of Cash Flows for the Three Months Ended
                March 31,
                2006 and 2005
            5Notes
                to Condensed Consolidated Financial Statements
            7Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            18Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            28Item
                4.
            Controls
                and Procedures
            29**PART
                II - OTHER INFORMATION**Item
                1.
            Legal
                Proceedings
            29Item
                1A.
            Risk
                Factors
            30Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            34Item
                6.
            Exhibits
            34














2




**Fonix
      Corporation and Subsidiaries**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


**(Unaudited)**


**March
                31,**
            
            **December
                31,****2006**
            
            **2005****ASSETS****Current
                assets**Cash
                and cash equivalents
            
            $
            14,000
            
            $
            168,000Subscriptions
                receivable
            
            
            211,000
            
            
            -Accounts
                receivable, net of an allowance for doubtful accounts of $103,000
                and
                $137,000, respectively
            
            
            849,000
            
            
            1,121,000Prepaid
                expenses and other current assets
            
            
            180,000
            
            
            176,000**Total
                current assets**
            
            
            1,254,000
            
            
            1,465,000**Property
                and equipment,**net of accumulated depreciation of $1,700,000 and $1,594,000,
                respectively
            
            
            866,000
            
            
            947,000**Deposits
                and other assets**
            
            
            1,590,000
            
            
            1,592,000**Intangible
                assets,**net
                of accumulated amortization of $459,000 and $0,
                respectively
            
            
            2,199,000
            
            
            2,658,000**Goodwill**
            
            
            2,631,000
            
            
            2,631,000**Total
                assets**
            
            $
            8,540,000
            
            $
            9,293,000**LIABILITIES
                AND STOCKHOLDERS' DEFICIT****Current
                liabilities**Accrued
                liabilities
            
            $
            8,911,000
            
            $
            8,138,000Accounts
                payable
            
            
            7,854,000
            
            
            6,770,000Accrued
                payroll and other compensation
            
            
            438,000
            
            
            223,000Accrued
                settlement obligation, net of unamortized discount of $71,000 and
                $118,000, respectively
            
            
            1,639,000
            
            
            1,853,000Deferred
                revenues
            
            
            963,000
            
            
            923,000Notes
                payable - related parties
            
            
            436,000
            
            
            486,000Current
                portion of notes payable
            
            
            1,971,000
            
            
            1,847,000Deposits
                and other
            
            
            234,000
            
            
            229,000**Total
                current liabilities**
            
            
            22,446,000
            
            
            20,469,000**Long-term
                notes payable, net of current portion**
            
            
            4,171,000
            
            
            4,050,000**Total
                liabilities**
            
            
            26,617,000
            
            
            24,519,000**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
            
            
            500,000Series
                H, nonconvertible; 2,000 shares outstanding (aggregate liquidation
                preference of $20,000,000)
            
            
            4,000,000
            
            
            4,000,000Series
                I, convertible; 0 shares and 0 shares outstanding, respectively
            
            
            -
            
            
            -Series
                J, convertible; 0 shares and 1,359 shares outstanding, respectively
            
            
            -
            
            
            1,359,000Series
                K, convertible; 821 shares and 0 shares outstanding, respectively
            
            
            821,000
            
            
            -Common
                stock, $0.0001 par value; 800,000,000 shares authorized;Class
                A voting, 525,669,585 shares and 392,929,230 shares outstanding,
                respectively
            
            
            53,000
            
            
            39,000Class
                B non-voting, none outstanding
            
            
            -
            
            
            -Additional
                paid-in capital
            
            
            232,515,000
            
            
            228,905,000Outstanding
                warrants to purchase Class A common stock
            
            
            474,000
            
            
            474,000Cumulative
                foreign currency translation adjustment
            
            
            11,000
            
            
            18,000Accumulated
                deficit
            
            
            (256,451,000
            )
            
            (250,521,000
            )**Total
                stockholders' deficit**
            
            
            (18,077,000
            )
            
            (15,226,000
            )**Total
                liabilities and stockholders' deficit**
            
            $
            8,540,000
            
            $
            9,293,000




See
      accompanying notes to condensed consolidated financial statements.




3







**Fonix
      Corporation and Subsidiaries**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
      LOSS**


**(Unaudited)**





**Three
                Months Ended March 31,**
            
            **2006**
            
            **2005**Revenues
            
            $
            3,182,000
            
            $
            4,223,000Cost
                of revenues
            
            
            2,332,000
            
            
            2,187,000Gross
                profit
            
            
            850,000
            
            
            2,036,000Expenses:Selling,
                general and administrative
            
            
            3,142,000
            
            
            3,415,000Amortization
                of intangible assets
            
            
            459,000
            
            
            1,586,000Product
                development and research
            
            
            571,000
            
            
            520,000Total
                expenses
            
            
            4,172,000
            
            
            5,521,000Other
                income (expense):Interest
                income
            
            
            -
            
            
            13,000Interest
                expense
            
            
            (759,000
            )
            
            (742,000
            )Gain
                on sale of investments
            
            
            -
            
            
            134,000Other
                expense, net
            
            
            (759,000
            )
            
            (595,000
            )Net
                loss
            
            
            (4,081,000
            )
            
            (4,080,000
            )Preferred
                stock dividends
            
            
            (1,849,000
            )
            
            (297,000
            )Loss
                attributable to common stockholders
            
            $
            (5,930,000
            )
            $
            (4,377,000
            )Basic
                and diluted loss per common share
            
            $
            (0.01
            )
            $
            (0.03
            )Net
                loss
            
            $
            (4,081,000
            )
            $
            (4,080,000
            )Other
                comprehensive (loss) income - foreign currency translation
            
            
            7,000
            
            
            (11,000
            )Comprehensive
                loss
            
            $
            (4,074,000
            )
            $
            (4,091,000
            )







See
      accompanying notes to condensed consolidated financial statements.











4







**Fonix
      Corporation and Subsidiaries**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(Unaudited)**





**Three
                Months Ended March 31,**
            
            **2006**
            
            **2005****Cash
                flows from operating activities**Net
                loss
            
            $
            (4,081,000
            )
            $
            (4,080,000
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Stock
                issued for interest expense on long-term debt
            
            
            -
            
            
            125,000Accretion
                of discount on notes payable
            
            
            187,000
            
            
            185,000Accretion
                of discount on legal settlement
            
            
            46,000
            
            
            -Gain
                on sale of long-term assets
            
            
            -
            
            
            (134,000
            )Amortization
                of intangibles
            
            
            459,000
            
            
            1,586,000Depreciation
            
            
            106,000
            
            
            37,000Foreign
                exchange loss (gain)
            
            
            (7,000
            )
            
            11,000Changes
                in assets and liabilitiesAccounts
                receivable
            
            
            272,000
            
            
            218,000Prepaid
                expenses and other current assets
            
            
            (4,000
            )
            
            (155,000
            )Other
                assets
            
            
            2,000
            
            
            (48,000
            )Accounts
                payable
            
            
            1,084,000
            
            
            158,000Accrued
                payroll and other compensation
            
            
            215,000
            
            
            (445,000
            )Other
                accrued liabilities
            
            
            602,000
            
            
            25,000Deferred
                revenues
            
            
            40,000
            
            
            (42,000
            )Net
                cash used in operating activities
            
            
            (1,079,000
            )
            
            (2,559,000
            )**Cash
                flows from investing activities**Proceeds
                from sale of long term investments
            
            
            -
            
            
            371,000Purchase
                of property and equipment
            
            
            (25,000
            )
            
            (145,000
            )Net
                cash (used in) provided by investing activities
            
            
            (25,000
            )
            
            226,000**Cash
                flows from financing activities**Proceeds
                from issuance of Class A common stock, net
            
            
            1,220,000
            
            
            2,652,000Proceeds
                from other notes payable
            
            
            200,000
            
            
            22,000Payments
                on related party note payable
            
            
            (50,000
            )
            
            -Payments
                of accrued settlement obligation
            
            
            (260,000
            )
            
            -Principal
                payments on notes payable
            
            
            (160,000
            )
            
            (60,000
            )Net
                cash provided by financing activities
            
            
            950,000
            
            
            2,614,000**Net
                (decrease) increase in cash and cash equivalents**
            
            
            (154,000
            )
            
            281,000**Cash
                and cash equivalents at beginning of year**
            
            
            168,000
            
            
            423,000**Cash
                and cash equivalents at end of year**
            
            $
            14,000
            
            $
            704,000








See
      accompanying notes to condensed consolidated financial statements.











5







**Fonix
      Corporation and Subsidiaries**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)**


**(Unaudited)**








**Supplemental
      schedule of noncash investing and financing activities**





**For
      the Three Months Ended March 31, 2006:**





Issued
      15,028,249 shares of Class A common stock in conversion of 266 shares of Series
      J Convertible Preferred Stock.





Issued
      27,200,000 shares of Class A common stock in conversion of 272 shares of Series
      K Convertible Preferred Stock.





Issued
      2,838,412 shares of Class A common stock as payment of $65,000 of dividends
      on
      Series H Preferred Stock.





Accrued
      $250,000 of dividends on Series H Preferred Stock.





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





**For
      the Three Months Ended March 31, 2005:**





Issued
      10,054,561 shares of Class A common stock in conversion of 900 shares of Series
      I Convertible Preferred Stock.





Issued
      1,384,275 shares of Class A common stock as payment of $250,000 of dividends
      on
      Series H Preferred Stock.





Issued
      655,162 shares of Class A common stock as payment of $124,000 interest on
      long-term debt.





Accrued
      $47,000 of dividends on Series I Preferred Stock.





Accrued
      $250,000 of dividends on Series H Preferred Stock.


















See
      accompanying notes to condensed consolidated financial statements.







6





**Fonix
      Corporation and Subsidiaries**


**Notes
      to Condensed Consolidated Financial Statements**






**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 2005 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 2005 Annual Report on Form
      10-K.





Operating
      results for the three months ended March 31, 2006, are not necessarily
      indicative of the results that may be expected for the year ending December
      31,
      2006.





***Nature
      of Operations*** **-** ****** Fonix
      Corporation, a communications and technology company based in Salt Lake City,
      Utah, provides integrated telecommunications services through Fonix Telecom,
      Inc. (“Fonix Telecom”) and LecStar Telecom, Inc., and value-added speech
      technologies through Fonix Speech, Inc. (“Fonix Speech”). On February 24, 2004,
      the Company completed its acquisition of all of the capital stock of LTEL
      Holdings Corporation (“LTEL”) and its wholly owned subsidiaries, LecStar
      Telecom, Inc., and LecStar DataNet, Inc. (collectively “LecStar”).





Through
      Fonix Speech, the Company delivers speech interface development tools, solutions
      and applications (the “Speech Products”) that empower people to interact
      conversationally with information systems and devices. The Speech Products
      are
      based on the Company’s speech-enabling technologies, which include
      text-to-speech (“TTS”) and proprietary neural-network-based automatic speech
      recognition (“ASR”). ASR and TTS technologies are sometimes collectively
      referred to in this report as “Core Technologies.” 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’s Speech Products enhance user productivity, ease of use and efficiency
      in a broad range of market segments, including mobile and wireless devices;
      entertainment game consoles; electronic devices for assistive, language
      learning, robots and appliances; and computer telephony and server applications.
      Revenues for Fonix Speech are generated through licensing of speech-enabling
      technologies, royalty payments for the use of the Company’s technologies,
      maintenance contracts and services.





Through
      Fonix Telecom, the Company offers next-generation telecommunications products
      and services, including Voice over Internet Protocol (“VoIP”) and Broadband over
      Power Lines (“BPL”) through partner channels and product groups. Fonix Telecom
      also provides resale telecommunication services and products through its
      interconnection agreements with major incumbent carriers. Fonix Telecom is
      currently licensed to re-sell traditional telecommunication services and
      products in Georgia, Florida, North Carolina and South Carolina. Revenues for
      Fonix Telecom are generated through providing telecommunications
      services.





Through
      LecStar, the Company provides a full array of wireline voice, data, long
      distance and Internet telephone services utilizing traditional lines. LecStar
      Telecom, Inc., is certified by the Federal Communications Commission in nine
      states—Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North
      Carolina, South Carolina and Tennessee—as a competitive local exchange carrier
      (“CLEC”) to provide regulated local, long distance and international
      telecommunications services. LecStar
      serves small to medium-sized businesses and residential customers with a
      balanced focus on high-density metropolitan areas and under-served smaller
      communities. Services are offered at moderate discounts off BellSouth prices
      and
      are delivered through the use of LecStar’s network facilities, Unbundled Network
      Elements (“UNEs”), and/or resold via services acquired through wholesale
      agreements with BellSouth and other carriers. LecStar’s provisioning systems are
      electronically interfaced with BellSouth, enabling the efficient ordering of
      services in real-time.







7






**Fonix
      Corporation and Subsidiaries**


**Notes
      to Condensed Consolidated Financial Statements**






***Business
      Condition*** **** -
      For the
      three months ended March 31, 2006 and 2005, the Company generated revenues
      of
      $3,182,000 and $4,223,000, respectively; incurred net losses of $4,081,000
      and
      $4,080,000, respectively; and had negative cash flows from operating activities
      of $1,079,000 and $2,559,000, respectively. As of March 31, 2006, the Company
      had an accumulated deficit of $256,451,000, negative working capital of
      $21,192,000, accrued liabilities and accrued settlement obligation of
      $10,988,000, accounts payable of $7,854,000 and current portion of notes payable
      of $2,407,000. The Company expects to continue to incur significant losses
      and
      negative cash flows from operating activities at least through December 31,
      2007, primarily due to expenditure requirements associated with continued
      marketing and development of its speech-enabling technologies, further
      developing its telecommunications services business and from recent negative
      changes in federal regulations that may discontinue the Company’s ability to
      provide unbundled network elements (the “UNE-P platform”) to its
      telecommunications customers.





The
      Company’s cash resources, limited to collections from customers, draws on the
      Seventh Equity Line and loans, have not been sufficient to cover operating
      expenses. As a result, some payments to vendors have been delayed. As of the
      date of this report, the Company had not been declared in default under the
      terms of any material agreements.





These
      factors, as well as the risk factors set out elsewhere in the Company’s Annual
      Report on Form 10-K for the year ended December 31, 2005, 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 through revenues generated from its telecommunication
      operations, 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 March 31, 2006 and 2005,
      there
      were outstanding common stock equivalents to purchase 112,437,512 and 47,349,772
      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 months ended March 31, 2006
      and
      2005:





**Three
                Months Ended March 31,**
            
            **2006**
            
            **2005****Per**
            
            
            
            **Per****Share**
            
            
            
            **Share****Amount**
            
            **Amount**
            
            **Amount**
            
            **Amount**Net
                loss
            
            $
            (4,081,000
            )
            
            
            
            $
            (4,080,000
            )Preferred
              stock dividends
            
            
            (1,849,000
            )
            
            
            
            
            (297,000
            )Net
                loss attributable to common stockholders
            
            $
            (5,930,000
            )
            $
            (0.01
            )
            $
            (4,377,000
            )
            $
            (0.03
            )Weighted-average
                common shares outstanding
            
            
            441,531,721
            
            
            
            
            
            151,847,235








***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.










8






**Fonix
      Corporation and Subsidiaries**


**Notes
      to Condensed Consolidated Financial Statements**








***Intangible
      Assets*** - ****** The
      customer base, contracts and agreements and brand names are amortized over
      their
      estimated useful lives unless they are deemed to have indefinite useful lives.
      For intangible assets subject to amortization, an impairment charge is
      recognized if the carrying amount is not recoverable and the carrying amount
      exceeds the fair value of the intangible asset.





***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. For telecommunications services, revenue is
      recognized in the period that the service is provided.





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.





For
      Fonix
      Telecom and LecStar, telecommunications revenue is comprised of two main
      components: (1) fees paid by business and residential subscribers of voice
      and
      data services; and (2) carrier access fees. Subscriber revenues include monthly
      recurring charges, usage charges and non-recurring charges. Monthly recurring
      charges are flat monthly fees for local phone and data services. Usage charges,
      which primarily include long distance fees, are generally billed on a per-minute
      or per-call basis. Non-recurring charges are generally one-time charges for
      installation or changes to the subscriber’s service. Carrier access fees are
      paid to the Company by other telecommunications carriers as compensation for
      originating and terminating the carriers’ long distance traffic. Revenue from
      monthly recurring charges is recognized ratably over the period the local phone
      and data services are provided. Revenue from usage charges non-recurring charges
      and carrier access fees is recognized on the date the services are
      provided.










9





**Fonix
        Corporation and Subsidiaries**
 **Notes
        to Condensed Consolidated Financial Statements**








Deferred
      revenue as of March 31, 2006, and December 31, 2005, consisted of the
      following:




**Description**
              **Criteria
                  for Recognition**
              
              **March
                  31,**
                **2006**
              
              **December
                  31,**
                **2005**Deferred
                  unit royalties and license fees
              Delivery
                  of units to end users or expiration of contract
              
              $
              508,000
              
              $
              466,000Telecom
                  deferred revenue
              Service
                  provided for customer
              
              
              455,000
              
              
              457,000Total
                  deferred revenue
              
              
              $
              963,000
              
              $
              923,000







***Cost
      of Revenues*** - ****** Cost
      of
      revenues from telecommunications services consists mainly of billings from
      the
      incumbent local exchange carriers (“ILECs”) for access to the ILEC’s network.
      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.





***Stock-Based
      Employee Compensation*** -
      Effective January 1, 2006, the Company adopted SFAS No. 123(R),
“Share-Based Payment” (“FAS 123(R)”), an amendment of SFAS No. 123,
“Accounting for Stock-Based Compensation,” using the modified prospective
      transition method. Under this transition method, compensation costs are
      recognized beginning with the effective date: (a) based on the requirements
      of
      FAS 123(R) for all share-based awards granted after the effective date; and
      (b)
      based on the requirements of FAS 123 for all awards granted to employees prior
      to the effective date of FAS 123(R) that remain unvested on the effective date.
      Accordingly, the Company did not restate the results of prior periods. The
      most
      notable change resulting from the adoption of FAS123(R) is that compensation
      expense associated with stock options is now recognized in the Company’s
      Statements of Operations, rather than being disclosed in a pro forma footnote
      to
      the Company’s financial statements.


The
      Company recognized compensation expense related to option grants and the vesting
      of previously unvested options for the three months ended March 31, 2006 of
      $6,000.





Prior
      to
      January 1, 2006, the Company accounted for stock options granted under its
      Stock
      Option Plans under the recognition and measurement provisions of Accounting
      Principles Board Opinion No. 25, *Accounting
      for Stock Issued to Employees* )
      and
      related interpretations, as permitted by Statement of Financial Accounting
      Standards No. 123, *Accounting
      for Stock-Based Compensation* .
      Had the
      Company determined compensation cost based on the fair value at the grant date
      for its stock options under SFAS No. 123, the Company’s net loss would have been
      increased to the pro forma amounts indicated below for the three months ended
      March 31, 2005:







10





**Fonix
      Corporation and Subsidiaries**


**Notes
      to Condensed Consolidated Financial Statements**






**Three
                Months Ended March 31,**
            
            **2005**Net
                loss, as reported
            
            $
            (4,080,000
            )Add
                back: Total stock-based employee compensation
            
            
            -Deduct:
                Total stock-based employee compensation determined under fair value
                based
                method for all awards
            
            
            (22,000
            )Pro
                forma net loss
            
            $
            (4,102,000
            )Basic
                and diluted net loss per common share:As
                reported
            
            $
            (0.03
            )Pro
                forma
            
            
            (0.03
            )





The
      fair
      value of the options granted during the three months ended March 31, 2005,
      was
      $7,000, or $0.04 per share, and was estimated on the dates granted using the
      Black Scholes option-pricing model with the following weighted average
      assumptions: dividend yield of 0%, expected volatility of 142%, risk-free rate
      of 3.75% and expected life of 5 years.





**2.
      GOODWILL AND INTANGIBLE ASSETS**





***Goodwill*** - ****** Goodwill
      relates solely to Fonix Speech. The carrying value of goodwill is assessed
      for
      impairment quarterly. An assessment was performed for the quarter ended March
      31, 2006, which resulted in no impairment, and the carrying value of goodwill
      remained unchanged at $2,631,000 for the three months ended March 31, 2006.





***Intangible
      Assets*** -
      The
      components of intangible assets at March 31, 2006, were as follows:





Gross
                Carrying
              Amount
            
            Accumulated
              Amortization
            
            Net
                Carrying
              AmountLecStar
                Customer base - business
            
            $
            2,611,000
            
            $
            (435,000
            )
            $
            2,176,000LecStar
                Customer base - residential
            
            
            47,000
            
            
            (24,000
            )
            
            23,000Total
                Amortizing Intangible Assets
            
            $
            2,658,000
            
            $
            (459,000
            )
            $
            2,199,000





Customer
      base amortization was $459,000 and $1,300,000 for the three months ended March
      31, 2006 and 2005, respectively, and amortization related to contracts and
      agreements was $285,000 for the three months ended March 31, 2005. All
      amortization expense is charged to selling, general and administrative expense.





**3.
      NOTES PAYABLE**





On
      February 24, 2004, LecStar had an asset securitization facility of $750,000.
      Assets securitized under this facility consist of executory future cash flows
      from LecStar customers in the states of Georgia, Tennessee, Florida, and
      Louisiana. LecStar has pledged to the lender its interest in the special purpose
      securitization facility, LecStar Telecom Ventures LLC, a wholly owned subsidiary
      of LTEL, and customer accounts receivable. The note bears an interest rate
      of
      6.5% and is due on February 27, 2007, with 24 equal monthly installments which
      began on March 6, 2005. During 2005, the Company made principal payments of
      $213,000. During the three months ended March 31, 2006, the Company made
      principal payments of $63,000. The balance of the note at March 31, 2006 was
      $474,000.





In
      connection with the acquisition of the capital stock of LTEL in 2004, the
      Company issued a 5%, $10,000,000, secured, six-year note payable to McCormack
      Avenue, Ltd. Under the terms of the note payable, 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 promissory 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 and its subsidiaries.
      The note was valued at $4,624,000 based on an imputed interest rate of 25
      percent per annum. The note has a mandatory prepayment clause wherein the
      Company is required to make prepayments in any given month where the Company
      receives net proceeds in excess of $900,000 from the Fifth Equity Line (or
      replacements thereof with the Equity Line Investor). The required prepayment
      is
      calculated by multiplying the net proceeds received over $900,000 by 33%. For
      the year ended December 31, 2004, the Company made mandatory prepayments on
      the
      note of $415,000. During 2005, the Company made mandatory prepayments of
      $102,000. The Company did not make any mandatory prepayments during the three
      months ended March 31, 2006.







11





**Fonix
        Corporation and Subsidiaries**
 **Notes
        to Condensed Consolidated Financial Statements**


The
      discount on the note is based on an imputed interest rate of 25%. The carrying
      amount of the note of $4,895,000 at March 31, 2006, was net of unamortized
      discount of $3,837,000. As of March 31, 2006, the Company had not made the
      scheduled payment for January 15, 2006. The
      Company also has not made the scheduled April 15, 2006 payment. On May 12,
      2006,
      McCormack and the Company entered into an agreement, pursuant to which payments
      have been extended by the lender to June 16, 2006. As consideration for the
      extension, LecStar Telecom and LecStar DataNet granted to McCormack a security
      interest in all of the assets of LecStar Telecom and LecStar
      DataNet.




During
      the fourth quarter of 2005, the Company entered into two promissory notes with
      an unrelated third party in the aggregate amount of $650,000. These notes accrue
      interest at 10% annually and are due and payable during May and June of
      2006.





During
      the first quarter of 2006, the Company entered into a promissory note with
      an
      unrelated third party in the amount of $223,000. This note accrues interest
      at
      5% annually and is due May 31, 2006. During the quarter, the Company made
      principal payments against the note of $100,000.





The
      following schedule summarizes the Company’s current debt obligations and
      respective balances at March 31, 2006, and December 31, 2005:





**Notes
                Payable**
            
            **2006**
            
            **2005**5%
                Note payable to a company, $8,733,000 face amount, due in quarterly
                installments of $319,000, matures January 2010, less unamortized
                discount
                based on interest imputed at 25% of $3,837,000 and $4,023,000,
                respectively
            
            $
            4,895,000
            
            $
            4,710,000Note
                payable to a company, interest at 10%, matures May 2006
            
            
            350,000
            
            
            350,000Note
                payable to a company, interest at 10%, matures June 2006
            
            
            300,000
            
            
            300,000Note
                payable to a company, interest at 5%, matures May 2006
            
            
            123,000
            
            
            --Note
                payable to a company, due in monthly installments of $23,000, interest
                at
                6.5%, matures January 2008, collateralized by trade accounts
                receivable
            
            
            474,000
            
            
            537,000Note
                payable to related parties, interest at 12%, matures June 2006, secured
                by
                intellectual property rights
            
            
            436,000
            
            
            486,000Total
                notes payable
            
            
            6,578,000
            
            
            6,383,000Less
                current maturities
            
            
            (2,407,000
            )
            
            (2,333,000
            )Long-Term
                Note Payable
            
            $
            4,171,000
            
            $
            4,050,000










12





**Fonix
        Corporation and Subsidiaries**
 **Notes
        to Condensed Consolidated Financial Statements**


**4.
      RELATED-PARTY NOTES PAYABLE**





During
      2002, two of the Company’s executive officers (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 us under the terms of a revolving line of credit and
      related promissory note. The funds were advanced for use in the Company’s
      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, were originally
      due and payable on June 10, 2003. Fonix and the Lenders have agreed to postpone
      the maturity date on several occasions. The note is presently due June 30,
      2006.
      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 Fonix 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. The Lenders may also receive additional
      compensation as determined appropriate by the Board of Directors.





In
      October 2002, the Lenders pledged 30,866 shares of the Company's Class A common
      stock to the Equity Line Investor in connection with an advance of $183,000
      to
      the Company under the Third Equity Line. The Equity Line Investor subsequently
      sold the pledged shares and applied $82,000 of the proceeds as a reduction
      of
      the advance. The value of the pledged shares of $82,000 was treated as an
      additional advance from the Lenders.





During
      the fourth quarter of 2003, the Company made a principal payment of $26,000
      against the outstanding balance of the promissory note. During 2004, the Company
      entered into an agreement with the holders of the promissory note to increase
      the balance of the note payable by $300,000 in exchange for a release of the
      $1,443,000 of accrued liabilities related to prior indemnity agreements between
      the Company and the note holders. The Company classified the release of
      $1,143,000 as a capital contribution in the Consolidated Financial Statements
      during the fourth quarter of 2004. The Company made principal payments against
      the note of $253,000 during the year ended December 31, 2004. 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 three months ended March 31, 2006 the Company made principal payments
      against the promissory note of $50,000. The balance due at March 31, 2006 was
      $436,000.





The
      unpaid balance of $436,000 is secured by the Company’s intellectual property
      rights. As of March 31, 2006, the Lenders had not converted any of the
      outstanding balance or interest into common stock.





**5.
      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*** - At
      March 31, 2006, 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.










13





**Fonix
        Corporation and Subsidiaries**
 **Notes
        to Condensed Consolidated Financial Statements**





***Series
      H Preferred Stock*** - The
      Company issued 2,000 shares of 5% Series H nonvoting, nonconvertible Preferred
      Stock on February 24, 2004 in connection with the acquisition of LTEL. Dividends
      on the $10,000,000 stated value of the outstanding Series H Preferred Stock
      are
      payable at the rate of 5% per annum as and when declared by the Board of
      Directors. The annual dividend requirement is $1,000,000. If dividends are
      declared on Fonix's common stock, as a condition of that dividend, Fonix is
      required to pay three percent of the aggregate amount of such dividend to the
      Series H Preferred Stock. Dividends on the Series H Preferred Stock are payable
      in cash or, at the option of Fonix, in shares of Class A common stock.





Fonix
      has
      the option, but not the obligation, exercisable at any time, to redeem all
      or
      any portion of the outstanding Series H Preferred Stock. The redemption price
      is
      equal to any accumulated dividends on the redeemed shares plus a percentage
      of
      the $10,000 per share stated value of the redeemed shares, based on the date
      the
      redemption occurs in relation to the original issuance date as follows: before
      the second anniversary - 102%; thereafter but before the third anniversary
      -
      104%; thereafter but before the fourth anniversary - 106% and thereafter -
      108%.
      If shares of Series H Preferred Stock are redeemed, additional Series H
      preferred dividends will be recognized on the date of redemption in an amount
      equal to the difference between the amount paid to redeem the shares and their
      original fair value at the date of issuance of $2,000 per share.





***Series
      J Preferred Stock*** -
      On
      October 6, 2005, the Company entered into a Series J 5% Convertible Preferred
      Stock Exchange Agreement (the "Exchange Agreement") with Southridge Partners,
      LP
      ("Southridge"), a Delaware limited partnership. Pursuant to the Exchange
      Agreement, Southridge exchanged all of the shares of Series I Preferred Stock
      that it acquired from The Breckenridge Fund, LLC, for 1,452 shares of the
      Company's Series J 5% Convertible Preferred Stock (the "Series J Preferred
      Stock").





Because
      the shares of Series J were issued in exchange for the remaining outstanding
      shares of Series I Preferred Stock, the Company did not receive any proceeds
      in
      connection with the issuance of the Series J Preferred Stock. The Company issued
      1,452 shares of Series J Preferred Stock in exchange for 1,172 shares of Series
      I Preferred Stock. Of the 280 additional shares that were issued to Southridge,
      250 were issued as a placement fee and were accounted for as selling, general
      and administrative expense. The remaining 30 shares were issued as additional
      litigation expense and were accounted for as legal settlement
      expense.





The
      Series J Preferred Stock entitled Southridge to receive dividends in an amount
      equal to 5% of the then-outstanding balance of shares of Series J Preferred
      Stock. The dividends were payable in cash or shares of the Company's Class
      A
      common stock, at the Company's option.





The
      Series J Preferred Stock was convertible into common stock of the Company at
      the
      option of the holder by using a conversion price which was 90% 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 J Preferred Stock, whether at the Company’s option or that of
      Southridge, required the Company to pay, as a redemption price, the stated
      value
      of the outstanding shares of Series J Preferred Stock to be redeemed, together
      with any accrued but unissued dividends thereon, multiplied by one hundred
      ten
      percent (110%).





For
      the
      year ended December 31, 2005, the Company issued 3,795,918 shares of its Class
      A
      common stock upon conversion of 93 shares of its Series J Preferred Stock.
      For
      the three months ended March 31, 2006, the Company issued 15,028,249 shares
      of
      its Class A common stock upon conversion of 266 shares of its Series J Preferred
      Stock.





***Series
      K Preferred Stock*** - On
      February 3, 2006, the Company’s Board of Directors approved the designation and
      issuance of Series K 5% Convertible Preferred Stock (the “Series K Preferred
      Stock”). The Series K Preferred Stock entitles the holder to receive dividends
      in an amount equal to 5% of the stated value of the then-outstanding balance
      of
      shares of Series K Preferred Stock. The dividends are payable in cash or shares
      of the Company’s Class A common stock, at the Company’s option.





The
      shares of Series K Preferred Stock were issued pursuant to a Series K 5%
      Convertible Preferred Stock Exchange Agreement (the “Series K Agreement”), in
      connection with which Southridge exchanged 1,093 shares of Series J Convertible
      Preferred Stock for 1,093 shares of Series K Convertible Preferred
      Stock.





The
      Series K Preferred Stock may be converted into common stock of the Company
      at
      the option of the holder by using a conversion price of $0.01 per
      share.







14





**Fonix
        Corporation and Subsidiaries**
 **Notes
        to Condensed Consolidated Financial Statements**


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





In
      connection with the issuance of the Series K Preferred Stock, the Company filed
      with the State of Delaware a Certificate of Designation and Series K 5%
      Convertible Stock Terms (the “Series K Terms”), which become a part of the
      Company’s Certificate of Incorporation, as amended.





Subsequent
      to filing, but prior to the issuance of any shares of Series K Preferred Stock,
      the Company agreed with Southridge to amend the Series K Terms to put a
      conversion cap of 1.0%, in lieu of a 4.99% conversion cap. The Company and
      Southridge entered into an Amended and Restated Series K 5% Convertible
      Preferred Stock Exchange Agreement, with the only change being the change in
      the
      conversion cap.





For
      the
      three months ended March 31, 2006, the Company issued 27,200,000 shares of
      its
      Class A common stock upon conversion of 272 shares of its Series K Preferred
      Stock.





**6.
      EQUITY LINES OF CREDIT**





***Seventh
      Equity Line of Credit*** - On May
      27, 2005, the Company entered into a seventh private equity line agreement
      (the
“Seventh Equity Line Agreement”) with Queen, LLC (the “Equity Line Investor”).
      Under the Seventh Equity Line Agreement, the Company has the right to draw
      up to
      $20,000,000 against an equity line of credit (“the Seventh Equity Line”) from
      the Equity Line Investor. The Company is entitled under the Seventh Equity
      Line
      Agreement to draw certain funds and to put to the Equity Line Investor shares
      of
      the Company’s Class A common stock in lieu of repayment of the draw. The number
      of shares to be issued is determined by dividing the amount of the draw by
      93%
      of the average of the two lowest closing bid prices of the Company’s Class A
      common stock over the ten trading days after the put notice is tendered. The
      Equity Line Investor is required under the Seventh Equity Line Agreement to
      tender the funds requested by the Company within two trading days after the
      ten-trading-day period used to determine the market price.





Pursuant
      to the Seventh Equity Line Agreement, the Company granted to the Equity Line
      Investor a right of first refusal (the “Refusal Right”) with respect to
      additional financing transactions. Under the Refusal Right, for a period of
      180
      days after the effective date of a registration statement filed to register
      resales by the Equity Line Investor, the Company may not offer or sell, with
      certain exceptions, shares of our common stock in a financing transaction
      without first offering that financing transaction to the Equity Line Investor.
      The Equity Line Investor then has the right to choose to offer financing to
      the
      Company on the same terms or to allow the Company to proceed with the financing
      transaction with other investors.





In
      connection with the Seventh Equity Line Agreement, the Company entered into
      an
      agreement with the Equity Line Investor to terminate all previous equity lines,
      and cease further draws or issuances of shares in connection with all previous
      equity lines. As such, as of the date of this report, the only active equity
      line of credit was the Seventh Equity Line.





Also
      in
      connection with the Seventh Equity Line Agreement, the Company granted
      registration rights to the Equity Line Investor and has filed two registration
      statements which cover the resales of the shares to be issued under the Seventh
      Equity Line. All of the shares registered by the first registration statement
      had been sold as of October 24, 2005. The second registration statement filed
      in
      connection with the Seventh Equity Line was declared effective by the SEC on
      February 10, 2006.





For
      the
      three months ended March 31, 2006, the Company received $1,250,000 in funds
      drawn under the Seventh Equity Line, less commissions and fees of $34,000.
      The
      Company issued 87,673,694 shares of Class A common stock to the Equity Line
      Investor as puts under the Seventh Equity Line totaling $1,500,000.





**7.
      COMMON STOCK, STOCK OPTIONS AND WARRANTS**





***Class
      A Common Stock*** - During
      the three months ended March 31, 2006, 87,673,694 shares of Class A common
      stock
      were issued in connection with draws on the equity line (see Note 6), 15,028,249
      shares were issued in conversion of 266 shares of Series J Preferred Stock,
      27,200,000 shares were issued in conversion of 272 shares of Series K Preferred
      Stock and 2,838,412 shares were issued in payment of dividends on Series H
      Preferred Stock.








15




**Fonix
        Corporation and Subsidiaries**
 **Notes
        to Condensed Consolidated Financial Statements**


***Stock
      Options -*** As of
      March 31, 2006, the Company had a total of 1,329,305 options to purchase Class
      A
      common stock outstanding. During the three months ended March 31, 2006, the
      Company granted options to employees to purchase 18,000 shares of Class A common
      stock, none of which were to employees participating in the option exchange
      program. The options have an exercise price of $0.02 per share, which was the
      quoted fair market value of the stock on the dates of grant. The options granted
      vest over the three years following issuance. Options expire within ten years
      from the date of grant if not exercised. Using the Black-Scholes pricing model,
      the weighted average fair value of the employee options was $0.02 per share.





***Warrants*** - As of
      March 31, 2006, the Company had warrants to purchase a total of 15,000 shares
      of
      Class A common stock outstanding that expire through 2010.





**8.
      LITIGATION, COMMITMENTS AND CONTINGENCIES**





**Grenfell
      Litigation** - Two of
      the Company’s subsidiaries, LecStar Telecom and LecStar DataNet (collectively
“LecStar”), are among the defendants who were sued in the Superior Court of
      Fulton County, State of Georgia, by James D. Grenfell, the former CFO of the
      former parent of LecStar. The suit was filed in December 2003. The plaintiff
      in
      that case alleged that he had an unpaid judgment in the amount of $1,015,000
      plus interest against the former parent entities of LecStar and that the purpose
      of a transfer of the stock and business of LecStar in December 2002 was to
      avoid
      paying the judgment. In September 2005, the plaintiff dismissed the action
      in
      Fulton County. In December 2005, the plaintiff reasserted his claim in the
      Superior Court of Cobb County, State of Georgia, and, in addition to LecStar,
      the plaintiff named Fonix and LTEL Holdings as defendants in the new lawsuit.
      Fonix is the sole shareholder of LTEL Acquisition Corporation which is the
      sole
      shareholder of LTEL Holdings. Among other things, the plaintiff is seeking
      an
      attachment of stock and assets of LecStar, to unwind the previous transfer
      of
      the stock and business of LecStar in December 2002, and for money damages.





The
      Company and LecStar are aggressively defending against these claims. No
      assessment currently can be made of the likelihood of an unfavorable outcome.





**First
      Empire** - Claims
      similar to the claims brought in the Grenfell Litigation were also asserted
      by
      other plaintiffs in First Empire Corporation, et al., v. LecStar Corporation,
      et
      al., filed in the Superior Court of Fulton County, State of Georgia. In the
      third amended complaint filed in October 2005, the plaintiffs named W. Dale
      Smith, Chad Smith, Michael Britt, and LTEL Holdings Corporation as defendants.
      Messrs Smith and Britt are former officers and directors of the former parent
      of
      LecStar. LTEL Holdings was the sole shareholder of LecStar when acquired by
      the
      Company in February 2004. In the third amended complaint, the plaintiffs allege
      that Dale Smith breached his fiduciary duty to the former parent of LecStar
      by
      participating in the transaction in which the parent lost control of LecStar,
      that LTEL Holdings procured that alleged wrongful conduct from Smith, that
      the
      transaction in which the former parent lost control of LecStar was a fraudulent
      conveyance, and that a constructive trust should be imposed on LecStar for
      the
      benefits of the plaintiffs.





Messrs.
      Smith and Britt and LTEL Holdings have filed an answer in the litigation, but
      have not been involved in discovery in this litigation because the litigation
      is
      in the early stages. Nonetheless, the Company believes that the claims of the
      plaintiffs are without merit, and management intends to vigorously defend
      against the claims of the plaintiffs.





The
      principal Series H preferred stockholder has placed 300 shares of Series H
      Preferred Stock in escrow (the “Escrow Shares”) for a period of 12 months from
      the date of acquisition as protection with respect to breaches of
      representations and warranties of the LTEL Holdings selling stockholders,
      including any liability or payment that may arise from the above mentioned
      legal
      action. As a result of the filing of the First Empire Litigation, the Company
      has asserted a claim for breach of certain representations and warranties.
      To
      the Company’s knowledge, the Escrow Shares have not been released.








16




**Fonix
        Corporation and Subsidiaries**
 **Notes
        to Condensed Consolidated Financial Statements**


**Greenwich
      Insurance Action** - The
      Greenwich litigation is an action filed in the United States District Court
      for
      the Northern District of Georgia, in which Greenwich Insurance Company is
      seeking a declaratory judgment against the directors and officers of the former
      parent entity of LecStar and others. Greenwich seeks an order that it is not
      liable for coverage under its directors and officers’ liability policy for
      claims asserted in the First Empire litigation against several individuals
      who
      were officers and directors of LecStar, including W. Dale Smith, Michael Britt
      and Chad Smith. Greenwich also seeks recovery of fees advanced to law firms
      on
      behalf of these individuals for defense costs associated with the First Empire
      litigation, which Greenwich claims are in excess of $100,000. LecStar Telecom
      has agreed to assume defense costs incurred on behalf of Messrs. Smith and
      Britt
      in the Greenwich litigation. Messrs. Smith and Britt have filed answers denying
      the allegations of Greenwich. While it is the intent of Messrs. Smith and Britt
      to aggressively defend against the plaintiff’s claims, Messrs. Smith and Britt
      may experience exposure to the loss of insurance coverage presently afforded
      under the policy of insurance provided by Greenwich. In that case, LecStar
      Telecom may have exposure for any liability associated with indemnity claims
      from the officers and directors arising from previously advanced and future
      defense costs, as well as the costs of defending the Greenwich claim
      itself.





**9.
      BUSINESS SEGMENTS**





Information
      related to Fonix’s reportable operating business segments is shown below.
      Fonix’s reportable segments are reported in a manner consistent with the way
      management evaluates the businesses. The Company identifies its reportable
      business segments based on differences in products and services. The accounting
      policies of the business segments are the same as those described in the summary
      of significant accounting policies. The products and services of each business
      segment are further described in Note 1. The Company has identified the
      following business segments (the Company had previously identified three
      operating segments, the LecStar Telecom operating segment and the Fonix Telecom
      operating segment have been combined as the Telecom Operations segment for
      2005
      and 2006 below):





***Telecom
      Operations*** *-* Telecommunications
      services include VoIP, BPL and wireline voice, data, long distance and Internet
      services to business and residential customers.





***Speech
      Operations*** -
      The Company’s speech-enabling technologies include automated speech recognition
      and text-to-speech for wireless and mobile devices, computer telephony and
      server solutions, and personal software for consumer applications.





The
      following presents certain segment information as of and for the three months
      ended March 31, 2006:





**Telecom
                Operations**
            
            **Speech
                Operations**
            
            **Total**Revenues
                from external customers
            
            $
            2,910,000
            
            $
            272,000
            
            $
            3,182,000Selling,
                general and administrative
            
            
            1,875,000
            
            
            1,166,000
            
            
            3,041,000Depreciation
                and amortization
            
            
            550,000
            
            
            15,000
            
            
            565,000Product
                development and research
            
            
            --
            
            
            563,000
            
            
            563,000Interest
                expense
            
            
            385,000
            
            
            374,000
            
            
            759,000Segment
                loss
            
            
            (2,230,000
            )
            
            (1,851,000
            )
            
            (4,081,000
            )Segment
                assets
            
            
            5,304,000
            
            
            3,236,000
            
            
            8,540,000Expenditures
                for segment assets
            
            
            23,000
            
            
            2,000
            
            
            25,000


The
        following presents certain segment information as of and for the three months
        ended March 31, 2005:
 
 **Telecom
                  Operations**
              
              **Speech
                  Operations**
              
              **Total**Revenues
                  from external customers
              
              $
              3,913,000
              
              $
              310,000
              
              $
              4,223,000Selling,
                  general and administrative
              
              
              2,356,000
              
              
              1,059,000
              
              
              3,415,000Depreciation
                  and amortization
              
              
              1,603,000
              
              
              20,000
              
              
              1,623,000Product
                  development and research
              
              
              --
              
              
              510,000
              
              
              510,000Gain
                  on sale of investments
              
              
              134,000
              
              
              --
              
              
              134,000Interest
                  expense
              
              
              385,000
              
              
              374,000
              
              
              759,000Segment
                  loss
              
              
              (2,408,000
              )
              
              (1,672,000
              )
              
              (4,080,000
              )Segment
                  assets
              
              
              13,866,000
              
              
              3,691,000
              
              
              17,557,000Expenditures
                  for segment assets
              
              
              138,000
              
              
              7,000
              
              
              145,000


Revenues
        and assets outside the United States of America were not material. During
        the
        three months ended March 31, 2006 and 2005, the Company had no customers
        that
        exceeded 10% of total revenues.





**10.
      SUBSEQUENT EVENTS**





Subsequent
      to March 31, 2006, and through May 5, 2006, the Company received $1,250,000
      in
      funds drawn under the Seventh Equity Line and a subscription receivable of
      $211,000, less commissions and fees of $51,000 and issued 136,047,462 additional
      shares of Class A common stock to the Equity Line Investor.





Subsequent
      to March 31, 2006, and through May 5, 2006, the Company issued 75,100,000 shares
      of its Class A common stock upon conversion of 751 shares of its Series K
      Preferred Stock.




17







**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. Actual results could differ
      materially from the results anticipated by Fonix and discussed in the
      forward-looking statements. 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.
      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, 2005. 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.**




**Overview**







We
      are
      engaged in providing integrated telecommunications services through Fonix
      Telecom, Inc., and LecStar Telecom, Inc., and value-added speech technologies
      through Fonix Speech, Inc. (“Fonix Speech”). We operate Fonix Telecom, Inc., and
      LecStar Telecom, Inc., regional providers of telecommunications services in
      the
      Southeastern United States and LecStar DataNet, Inc., a provider of Internet
      services. (LecStar Telecom, Inc., and LecStar DataNet are collectively referred
      to in this report as “LecStar”).





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 providing telecommunication services, licensing of speech-enabling
      technologies, maintenance contracts and services.





Fonix
      Telecom's non-regulated telecommunication services include Voice over Internet
      Protocol (“VoIP”), Broadband over Power Lines (“BPL”) and wireless broadband
      access. These services are initially available in the southeastern United States
      and we anticipate will eventually be available throughout the United
      States.





LecStar's
      telecommunication services include wireline voice, data, long distance and
      Internet services to business and residential customers. LecStar Telecom, Inc.,
      is certified by the Federal Communications Commission in nine states-Alabama,
      Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South
      Carolina and Tennessee-as a competitive local exchange carrier (“CLEC”) to
      provide regulated local, long distance and international telecommunications
      services. LecStar DataNet, Inc., provides non-regulated telecommunication
      services including Internet access. LecStar has been generating positive
      earnings before interest, depreciation, taxes and amortization since September
      2005.





For
      the
      three months ended March 31, 2006 and 2005, we generated revenues of $3,182,000
      and $4,223,000, respectively; incurred net losses of $4,081,000 and $4,080,000,
      respectively; and had negative cash flows from operating activities of
      $1,079,000 and $2,559,000, respectively. As of March 31, 2006, we had an
      accumulated deficit of $256,451,000, negative working capital of $21,192,000,
      accrued liabilities and accrued settlement obligation of $10,988,000 and
      accounts payable of $7,854,000. We expect to continue to incur significant
      losses and negative cash flows from operating activities at least through
      December 31, 2007, primarily due to expenditure requirements associated with
      continued marketing and development of our speech-enabling technologies and
      further developing our telecommunications services business.







18








We
      are
      continually developing new product offerings in both the ASR and
      telecommunications 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.





Our
      cash
      resources, limited to collections from customers, draws on the Seventh Equity
      Line and loans, have not been sufficient to cover operating expenses. We have
      not been declared in default under the terms of any material agreements. 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 the Seventh
      Equity Line. We will need to generate approximately $10,000,000 to continue
      operations for the next twelve months .





***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 occurred, we would 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 were to indicate that the carrying
      value of the long-lived asset would not be recovered, the carrying value of
      the
      long-lived asset, other than software technology, would be reduced by the
      estimated excess of the carrying value over the projected discounted cash
      flows.





***Intangible
      assets*** -
      Customer base, contracts and agreements and brand names are amortized over
      their
      estimated useful lives unless they are deemed to have indefinite useful lives.
      For intangible assets subject to amortization, an impairment charge is
      recognized if the carrying amount is not recoverable and the carrying amount
      exceeds the fair value of the intangible asset. Intangible assets deemed to
      have
      indefinite useful lives, primarily the LecStar brand name were not amortized,
      were tested for impairment on a quarterly basis and impairment was recognized
      if
      the carrying amount was not recoverable or exceeded its fair value.





***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.







19








***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 telecommunications services, revenue is recognized
      in the period that the service is provided.





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.





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.





For
      Fonix
      Telecom, our telecommunications revenue is comprised of two main components:
      (1)
      fees paid by business and residential subscribers of voice and data services;
      and (2) carrier access fees. Subscriber revenues include monthly recurring
      charges, usage charges and non-recurring charges. Monthly recurring charges
      are
      flat monthly fees for local phone and data services. Usage charges, which
      primarily include long distance fees, are generally billed on a per-minute
      or
      per-call basis. Non-recurring charges are generally one-time charges for
      installation or changes to the subscriber’s service. Carrier access fees are
      paid to us by other telecommunications carriers as compensation for originating
      and terminating the carriers’ long distance traffic. Revenue from monthly
      recurring charges is recognized ratably over the period the local phone ad
      data
      services are provided. Revenue from usage charges, non-recurring charges and
      carrier access fees is recognized on the date





Deferred
      revenue as of March 31, 2006, and December 31, 2005, consisted of the
      following:


**Description**
                **Criteria
                    for Recognition**
                
                **March
                    31,**
                  **2006**
                
                **December
                    31,**
                  **2005**Deferred
                    unit royalties and license fees
                Delivery
                    of units to end users or expiration of contract
                
                $
                508,000
                
                $
                466,000Telecom
                    deferred revenue
                Service
                    provided for customer
                
                
                455,000
                
                
                457,000Total
                    deferred revenue
                
                
                $
                963,000
                
                $
                923,000


***Cost
      of revenues*** **-** Cost
      of
      revenues from telecommunications services consists mainly of billings from
      the
      incumbent local exchange carriers (“ILECs”) for access to the ILECs network.
      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.







20








***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.





***Stock-Based
      Employee Compensation***  ***-*** Effective
      January 1, 2006, we adopted SFAS No. 123(R), “Share-Based Payment”
(“FAS 123(R)”), an amendment of SFAS No. 123, “Accounting for Stock-Based
      Compensation,” using the modified prospective transition method. Under this
      transition method, compensation costs are recognized beginning with the
      effective date: (a) based on the requirements of FAS 123(R) for all share-based
      awards granted after the effective date and (b) based on the requirements of
      FAS
      123 for all awards granted to employees prior to the effective date of FAS
      123(R) that remain unvested on the effective date. Accordingly, we did not
      restate the results of prior periods. The most notable change resulting from
      the
      adoption of FAS 123(R)is that compensation expense associated with stock options
      is now recognized in our Statements of Operations, rather than being disclosed
      in a pro forma footnote to our financial statements. We recognized compensation
      expense related to option grants and the vesting of previously unvested options
      for the three months ended March 31, 2006 of $6,000.





Prior
      to
      January 1, 2006, we accounted for stock options granted under our Stock Option
      Plans under the recognition and measurement provisions of Accounting Principles
      Board Opinion No. 25, *Accounting
      for Stock Issued to Employees* )
      and
      related interpretations, as permitted by Statement of Financial Accounting
      Standards No. 123, *Accounting
      for Stock-Based Compensation* .





***Imputed
      Interest Expense*** -
      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.







21






***Results
      of Operation*** *s*




**Three
      months ended March 31, 2006, compared with three months ended March 31,
      2005**




During
      the three months ended March 31, 2006, we recorded revenues of $3,182,000,
      a
      decrease of $1,041,000 from $4,223,000 in 2005. The decrease was primarily
      due
      to decreased monthly recurring telecommunications revenues of $478,000,
      decreased telecommunications usage revenues of $368,000, decreased
      telecommunications subscriber line charge revenues of $208,000, decreased
      telecommunications activation and service revenues of $50,000, decreased
      non-recurring engineering (“NRE”) speech revenues of $38,000, decreased speech
      retail revenues of $30,000 and decreased voice mail revenues of $6,000,
      partially offset by increased telecommunications regulatory cost recovery fees
      of $106,000 and increased Speech royalties of $31,000.





Cost
      of
      revenue was $2,332,000 for the three months ended March 31, 2006, an increase
      of
      $145,000 from $2,187,000 in 2005. The increase is primarily due to the increased
      costs of providing telecommunication services, primarily due to the loss of
      the
      UNE-P platform. These costs represent expenses associated with providing
      LecStar’s services through the leasing of network components from BellSouth and
      long distance services purchased from inter-exchange carriers.





Selling,
      general and administrative expenses were $3,142,000 for the three months ended
      March 31, 2006, a decrease of $273,000 from $3,415,000 in 2005. The decrease
      is
      primarily due to the decreased salary and wage expenses of $250,000, decreased
      legal and accounting fees of $99,000, decreased telecommunication billing
      expense of $43,000, decreased investor relations expenses of $41,000, decreased
      other operating expense of $25,000 and decreased occupancy related expenses
      of
      $14,000, partially offset by increased depreciation expenses of $74,000,
      increased bad debt expense of $51,000, increased consulting expenses of $30,000,
      increased travel expenses of $19,000, increased promotions of $19,000, and
      increased taxes, licenses and permits of $6,000.





We
      incurred research and product development expenses of $571,000 for the three
      months ended March 31, 2006, an increase of $51,000 from $520,000 in 2005.
      The
      increase was primarily due to an overall increase in salaries and wage-related
      expenses of $34,000, increased consulting expenses of $14,000, increased travel
      expense of $9,000 and increased occupancy related expenses of $3,000, partially
      offset by decreased other operating expenses of $7,000 and decreased
      depreciation of $2,000.





Net
      interest and other expense was $759,000 for the three months ended March 31,
      2006, an increase of $164,000 from $595,000 in 2005. The overall increase was
      due to the $134,000 gain on sale of investments and $13,000 in interest income
      recorded in 2005, partially offset by an increase in interest expense of
      $17,000.





***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 $6 to $8 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.
        We
        are also continuing to market our VoIP service through Fonix Telecom and
        anticipate opening additional markets in the Southeastern United States that
        will provide us with potential customers that we have not been able to service
        to date.  There
        can
        be no assurance that we will be able to enter into such agreements or
        that
        we will be successful in our VoIP expansion into different markets. 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, draws on the Seventh Equity
      Line and proceeds from the issuance of preferred stock and loan proceeds, and
      are only sufficient to cover current operating expenses and payments of current
      liabilities. At March 31, 2006, we had accrued liabilities and accrued
      settlement obligation of $10,988,000 and accounts payable of $7,854,000. We
      have
      not been declared in default under the terms of any material
      agreements.







22








We
      had
      $3,182,000 in revenue and a loss of $4,081,000 for the three months ended March
      31, 2006. Net cash used in operating activities of $1,079,000 for the three
      months ended March 31, 2006, resulted principally from the net loss incurred
      of
      $4,081,000, foreign exchange gain of $7,000 and increased prepaid expenses
      of
      $4,000, partially offset by increased accounts payable of $1,084,000, increased
      other liabilities of $602,000, amortization of intangible assets of $459,000,
      increased accrued payroll of $215,000, non-cash accretion of the discount on
      notes payable of $187,000, collection of accounts receivable of $272,000,
      depreciation expense of $106,000, non-cash accretion of discount on legal
      settlement obligation of $46,000 and increased deferred revenues of $40,000.
      Net
      cash used in investing activities of $25,000 for the three months ended March
      31, 2006, consisted of the purchase of equipment of $25,000. Net cash provided
      by financing activities of $950,000 consisting primarily of the receipt of
      $1,220,000 in cash related to the sale of shares of Class A common stock and
      proceeds from other notes payable of $200,000, partially offset by payments
      on
      accrued settlement obligation of $260,000, principal payments on notes payable
      of $160,000 and payments on related party notes of $50,000.





We
      had
      negative working capital of $21,192,000 at March 31, 2006, compared to negative
      working capital of $19,004,000 at December 31, 2005. Current assets decreased
      by
      $211,000 to $1,254,000 from $1,465,000 from December 31, 2005, to March 31,
      2006. Current liabilities increased by $1,977,000 to $22,446,000 from
      $20,469,000 during the same period. The change in working capital from December
      31, 2005, to March 31, 2006, reflects, in part, the increases in accrued
      liabilities, accounts payable and notes payable, partially offset by decreases
      in accrued settlement obligation due to payments made during the three months
      ended March 31, 2006. Total assets were $8,540,000 at March 31, 2006, compared
      to $9,293,000 at December 31, 2005.





***Notes
      Payable - Related Parties***





During
      2002, two of our executive officers (the “Lenders”) sold shares of our Class A
      common stock owned by them and advanced the resulting proceeds amounting to
      $333,000 to us under the terms of a revolving line of credit and related
      promissory note. The funds were advanced for use in our 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, were originally due and payable on
      June 10, 2003. Fonix and the Lenders have agreed to postpone the maturity date
      on several occasions. The note is presently due June 30, 2006. 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 Fonix 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 our 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. The Lenders may also receive additional compensation as
      determined appropriate by the Board of Directors.





In
      October 2002, the Lenders pledged 30,866 shares of the Company's Class A common
      stock to the Equity Line Investor in connection with an advance of $183,000
      to
      us under the Third Equity Line. The Equity Line Investor subsequently sold
      the
      pledged shares and applied $82,000 of the proceeds as a reduction of the
      advance. The value of the pledged shares of $82,000 was treated as an additional
      advance from the Lenders.





During
      the fourth quarter of 2003, we made a principal payment of $26,000 against
      the
      outstanding balance of the promissory note. During 2004, we entered into an
      agreement with the holders of the promissory note to increase the balance of
      the
      note payable by $300,000 in exchange for a release of the $1,443,000 of accrued
      liabilities related to prior indemnity agreements between us and the note
      holders. We classified the release of $1,143,000 as a capital contribution
      in
      the Consolidated Financial Statements during the fourth quarter of 2004. We
      made
      principal payments against the note of $253,000 during the year ended December
      31, 2004. During the year ended December 31, 2005, we received an additional
      advance of $50,000 against the promissory note. The balance due at December
      31,
      2005 was $486,000. During the three months ended March 31, 2006 we made
      principal payments against the promissory note of $50,000. The balance due
      at
      March 31, 2006 was $436,000.





The
      unpaid balance of $436,000 is secured by our intellectual property rights.
      As of
      March 31, 2006, the Lenders had not converted any of the outstanding balance
      or
      interest into common stock.







23








***Notes
      Payable***





On
      February 28, 2004, LecStar had an asset securitization facility which provided
      LecStar with $750,000. Assets securitized under this facility consist of
      executory future cash flows from LecStar customers in the states of Georgia,
      Tennessee, Florida, and Louisiana. LecStar has pledged its interest in the
      special purpose securitization facility, LecStar Telecom Ventures LLC, and
      customer accounts receivable to the lender. We have recorded the $750,000 as
      a
      note payable in our consolidated financial statements. The note bears an
      interest rate of 6.5% and is due on February 27, 2007, with 24 equal monthly
      installments which began on March 6, 2005. During 2005, we made principal
      payments of $215,000. During the three months ended March 31, 2006, we made
      principal payments of $63,000. The balance of the note at March 31, 2006 was
      $474,000.





In
      connection with the acquisition of the capital stock of LTEL in 2004, we issued
      a 5%, $10,000,000, secured, six-year note payable to McCormack Avenue, Ltd.
      Under the terms of the note payable, quarterly interest only payments are
      required through January 15, 2005, with quarterly principal and interest
      payments beginning April 2005 and continuing through January 2010. Interest
      on
      the promissory 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 and its subsidiaries. The note was valued at $4,624,000 based on an
      imputed interest rate of 25 percent per annum. The note has a mandatory
      prepayment clause wherein we are required to make prepayments in any given
      month
      where we receive net proceeds in excess of $900,000 from the Fifth Equity Line
      (or replacements thereof with the Equity Line Investor). The required prepayment
      is calculated by multiplying the net proceeds received over $900,000 by 33%.
      For
      the year ended December 31, 2004, we made mandatory prepayments on the note
      of
      $415,000. During 2005, we made mandatory prepayments of $102,000. We did not
      make any mandatory prepayments during the three months ended March 31,
      2006.





The
      discount on the note is based on an imputed interest rate of 25%. The carrying
      amount of the note of $4,895,000 at March 31, 2006, was net of unamortized
      discount of $3,837,000. As of March 31, 2006, we had not made the scheduled
      payment for January 15, 2006.  We
      also
      have not made the scheduled April 15, 2006 payment. On May 12, 2006, McCormack
      and Fonix entered into an agreement, pursuant to which payments have been
      extended by the lender to June 16, 2006. As consideration for the extension,
      LecStar Telecom and LecStar DataNet granted to McCormack a security interest
      in
      all of the assets of LecStar Telecom and LecStar DataNet.





***S*** ***eventh
      Equity Line of Credit***





On
      May
      27, 2005, we entered into a seventh private equity line agreement (the “Seventh
      Equity Line Agreement”) with Queen, LLC (the “Equity Line Investor”). Under the
      Seventh Equity Line Agreement, we have the right to draw up to $20,000,000
      against an equity line of credit (“the Seventh Equity Line”) from the Equity
      Line Investor. We are entitled under the Seventh Equity Line Agreement to draw
      certain funds and to put to the Equity Line Investor shares of our Class A
      common stock in lieu of repayment of the draw. The number of shares to be issued
      is determined by dividing the amount of the draw by 93% of the average of the
      two lowest closing bid prices of our Class A common stock over the ten trading
      days after the put notice is tendered. The Equity Line Investor is required
      under the Seventh Equity Line Agreement to tender the funds requested by us
      within two trading days after the ten-trading-day period used to determine
      the
      market price.





Pursuant
      to the Seventh Equity Line Agreement, we granted to the Equity Line Investor
      a
      right of first refusal (the “Refusal Right”) with respect to additional
      financing transactions. Under the Refusal Right, for a period of 180 days after
      the effective date of a registration statement filed to register resales by
      the
      Equity Line Investor, we may not offer or sell, with certain exceptions, shares
      of our common stock in a financing transaction without first offering that
      financing transaction to the Equity Line Investor. The Equity Line Investor
      then
      has the right to choose to offer financing to us on the same terms or to allow
      us to proceed with the financing transaction with other investors.





In
      connection with the Seventh Equity Line Agreement, we entered into an agreement
      with the Equity Line Investor to terminate all previous equity lines, and cease
      further draws or issuances of shares in connection with all previous equity
      lines. As such, as of the date of this report, the only active equity line
      of
      credit was the Seventh Equity Line.





Also
      in
      connection with the Seventh Equity Line Agreement, we granted registration
      rights to the Equity Line Investor and has filed two registration statements
      which cover the resales of the shares to be issued under the Seventh Equity
      Line. All of the shares registered by the first registration statement had
      been
      sold as of October 24, 2005. The second registration statement filed in
      connection with the Seventh Equity Line was declared effective by the SEC on
      February 10, 2006.





For
      the
      three months ended March 31, 2006, we received $1,250,000 in funds drawn under
      the Seventh Equity Line, less commissions and fees of $34,000. We issued
      87,673,694 shares of Class A common stock to the Equity Line Investor as puts
      under the Seventh Equity Line totaling $1,500,000. Subsequent to March 31,
      2006
      and through May 5, 2006, we received $1,250,000 in funds drawn under the Seventh
      Equity Line and a subscription receivable of $211,000, less commissions and
      fees
      of $51,000 and issued 136,047,462 shares of Class A common stock to the Equity
      Line Investor.







24








***Series
      J Preferred Stock***





On
      October 6, 2005, we entered into a Series J 5% Convertible Preferred Stock
      Exchange Agreement (the "Exchange Agreement") with Southridge Partners, LP
      ("Southridge"), a Delaware limited partnership. Pursuant to the Exchange
      Agreement, Southridge exchanged all of the shares of Series I Preferred Stock
      that it acquired from The Breckenridge Fund, LLC, for 1,452 shares of our Series
      J 5% Convertible Preferred Stock (the "Series J Preferred Stock").





Because
      the shares of Series J were issued in exchange for the remaining outstanding
      shares of Series I Preferred Stock, we did not receive any proceeds in
      connection with the issuance of the Series J Preferred Stock. We issued 1,452
      shares of Series J Preferred Stock in exchange for 1,172 shares of Series I
      Preferred Stock. Of the 280 additional shares that were issued to Southridge,
      250 were issued as a placement fee and were accounted for as selling, general
      and administrative expense. The remaining 30 shares were issued as additional
      litigation expense and were accounted for as legal settlement
      expense.





The
      Series J Preferred Stock entitled Southridge to receive dividends in an amount
      equal to 5% of the then-outstanding balance of shares of Series J Preferred
      Stock. The dividends were payable in cash or shares of the Company's Class
      A
      common stock, at our option.





The
      Series J Preferred Stock was convertible into common stock of Fonix at the
      option of the holder by using a conversion price which was 90% 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 J Preferred Stock, whether at our option or that of Southridge,
      required us to pay, as a redemption price, the stated value of the outstanding
      shares of Series J Preferred Stock to be redeemed, together with any accrued
      but
      unissued dividends thereon, multiplied by one hundred ten percent
      (110%).





For
      the
      year ended December 31, 2005, the Company issued 3,795,918 shares of its Class
      A
      common stock upon conversion of 93 shares of its Series J Preferred Stock.
      For
      the three months ended March 31, 2006, we issued 15,028,249 shares of its Class
      A common stock upon conversion of 266 shares of its Series J Preferred
      Stock.





***Series
      K Preferred Stock***





On
      February 3, 2006, the Company’s Board of Directors approved the designation and
      issuance of Series K 5% Convertible Preferred Stock (the “Series K Preferred
      Stock”). The Series K Preferred Stock entitles the holder to receive dividends
      in an amount equal to 5% of the stated value of the then-outstanding balance
      of
      shares of Series K Preferred Stock. The dividends are payable in cash or shares
      of our Class A common stock, at our option.





The
      shares of Series K Preferred Stock were issued pursuant to a Series K 5%
      Convertible Preferred Stock Exchange Agreement (the “Series K Agreement”), in
      connection with which Southridge exchanged 1,093 shares of Series J Convertible
      Preferred Stock for 1,093 shares of Series K Convertible Preferred
      Stock.





The
      Series K Preferred Stock may be converted into shares of our Class A common
      stock at the option of the holder by using a conversion price of $0.01 per
      share.





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





In
      connection with the issuance of the Series K Preferred Stock, the Company filed
      with the State of Delaware a Certificate of Designation and Series K 5%
      Convertible Stock Terms (the “Series K Terms”), which become a part of our
      Certificate of Incorporation, as amended.







25








Subsequent
      to filing, but prior to the issuance of any shares of Series K Preferred Stock,
      we agreed with Southridge to amend the Series K Terms to put a conversion cap
      of
      1.0%, in lieu of a 4.99% conversion cap. Fonix and Southridge entered into
      an
      Amended and Restated Series K 5% Convertible Preferred Stock Exchange Agreement,
      with the only change being the change in the conversion cap.





For
      the
      three months ended March 31, 2006, we issued 27,200,000 shares of its Class
      A
      common stock upon conversion of 272 shares of its Series K Preferred Stock.
      Subsequent to March 31, 2006, and through May 5, 2006, we issued 75,100,000
      shares of our Class A common stock upon conversion of 751 shares of our Series
      K
      Preferred Stock.





***Stock
      Options and Warrants*** ****





****** During
      the three months ended March 31, 2006, we granted options to employees to
      purchase 18,000 shares of Class A common stock. The options have an exercise
      price of $0.02 per share, which was the quoted fair market value of the stock
      on
      the dates of grant. The options granted vest over the three years following
      issuance. Options expire within ten years from the date of grant if not
      exercised. Using the Black-Scholes pricing model, the weighted average fair
      value of the employee options was $0.02 per share. As of March 31, 2006, we
      had
      a total of 1,329,305 options to purchase Class A common stock
      outstanding.





As
      of
      March 31, 2006, 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 or office
      facilities.





**Outlook**





Fonix
      offers businesses and consumers competitive technologies for integrated
      communication needs such as Voice over Internet Protocol (“VoIP”), Broadband
      over Power Line (“BPL”), switched telecommunication services and value-added
      embedded speech interface solutions. Fonix delivers its telecommunications
      and
      speech products and services through three incorporated subsidiaries: Fonix
      Telecom, Inc., LecStar Telecom, Inc. and Fonix Speech, Inc. Integration
      of company support functions and overhead will create organization-wide
      operational and financial efficiencies.





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
      expect
      to employ a consolidation-driven growth strategy in the telecommunication
      industry using Fonix Telecom as the platform. Fonix Telecom provides
      facilities-based local telephone service and interconnection services in
      Georgia, North Carolina, South Carolina, and Florida, delivers VoIP services
      and
      has expanded its partner relationship with Duke Energy, a major utilities
      company serving customers in the Southern states, to deliver BPL services to
      business and residential customers. We anticipate strategic acquisitions of
      synergistic companies that will result in a stable revenue stream and an
      expanded customer base.




LecStar
      Telecom will continue to deliver an array of wireline voice, data and
      carrier-grade local and long distance telephone services utilizing traditional
      lines in the Southeast. LecStar’s customer base is limited as a consequence of increased
      regulatory flexibility resulting in material and retail and wholesale price
      increases.





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.







26








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
      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, 2005.





As
      noted
      above, as of March 31, 2006, we had an accumulated deficit of $256,451,000,
      negative working capital of $21,192,000, accrued liabilities and accrued
      settlement obligation of $10,988,000 and accounts payable $7,854,000. Sales
      of
      products and telecommunications services and revenue from licenses based on
      our
      technologies have not been sufficient to finance ongoing operations. We have
      limited capital available under the Seventh Equity Line. 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 telecommunications services, and 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 the sale
      of
      our equity securities, primarily in connection with the Seventh Equity Line.
      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 annual report 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; the availability of telecommunications services; development of
      complementary technologies, products, marketing, and strategic alliance
      opportunities; the impacts on legacy CLECs of recent regulatory changes; the
      cost-efficiency of LecStar’s business strategy; the impact of legislative
      initiatives on local exchange competition; 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; our expectations with respect to revenues from
      our
      telecommunication activities; 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 Annual Report on Form 10-K
      for the year ended December 31, 2005, 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.








27







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
      2005 Annual Report on Form 10-K, 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;





•
            integration
                of acquired businesses, especially integration of
                LecStar;





•
            changes
                in laws or different interpretations of laws including particularly
                potential revisions to the 1996 Telecommunications Act, which could
                have a
                material impact on our telecommunications business and
                operations;





•
            recent
                FCC rules relating to independent local exchange carrier obligations
                to
                provide access to unbundled network elements, unbundled local switching,
                and unbundled loops and transport;





•
            increases
                by the FCC in Total Element Long Run Incremental Cost, or TELRIC,
                rates
                and inter-carrier compensation;





•
            the
                outcome of BellSouth’s appeal of the Georgia Public Service Commission
                order requiring BellSouth to pursue the change of law clause in its
                interconnection agreements (as discussed in more detail in the Risk
                Factors section);





•
            potential
                IRS rules relating to taxation of communications services, including
                Voice
                over Internet Protocol and other IP-based services, applications,
                and
                technologies;





•
            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 few 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.







28








**Item
      4.**  **Controls and Procedures**





Evaluation
      of Disclosure Controls and Procedures .
      Our
      Chief Executive Officer and 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 quarterly report, have
      concluded that our disclosure controls and procedures are effective based on
      their 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 requires management’s annual review and
      evaluation of our internal controls, 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, 2007. We are
      dedicating significant resources, including management time and effort, and
      incurring substantial costs in connection with our ongoing Section 404
      assessment. We are currently documenting and testing our internal controls
      and
      considering 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 Audit Committee. 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**





**Grenfell
      Litigation** - Two of
      the Company’s subsidiaries, LecStar Telecom and LecStar DataNet (collectively
“LecStar”), are among the defendants who were sued in the Superior Court of
      Fulton County, State of Georgia, by James D. Grenfell, the former CFO of the
      former parent of LecStar. The suit was filed in December 2003. The plaintiff
      in
      that case alleged that he had an unpaid judgment in the amount of $1,015,000
      plus interest against the former parent entities of LecStar and that the purpose
      of a transfer of the stock and business of LecStar in December 2002 was to
      avoid
      paying the judgment. In September 2005, the plaintiff dismissed the action
      in
      Fulton County. In December 2005, the plaintiff reasserted his claim in the
      Superior Court of Cobb County, State of Georgia, and, in addition to LecStar,
      the plaintiff named Fonix and LTEL Holdings as defendants in the new lawsuit.
      Fonix is the sole shareholder of LTEL Acquisition Corporation which is the
      sole
      shareholder of LTEL Holdings. Among other things, the plaintiff is seeking
      an
      attachment of stock and assets of LecStar, to unwind the previous transfer
      of
      the stock and business of LecStar in December 2002, and for money damages.





The
      Company and LecStar are aggressively defending against these claims. No
      assessment currently can be made of the likelihood of an unfavorable outcome.







29








**First
      Empire** - Claims
      similar to the claims brought in the Grenfell Litigation were also asserted
      by
      other plaintiffs in First Empire Corporation, et al., v. LecStar Corporation,
      et
      al., filed in the Superior Court of Fulton County, State of Georgia. In the
      third amended complaint filed in October 2005, the plaintiffs named W. Dale
      Smith, Chad Smith, Michael Britt, and LTEL Holdings Corporation as defendants.
      Messrs Smith and Britt are former officers and directors of the former parent
      of
      LecStar. LTEL Holdings was the sole shareholder of LecStar when acquired by
      the
      Company in February 2004. In the third amended complaint, the plaintiffs allege
      that Dale Smith breached his fiduciary duty to the former parent of LecStar
      by
      participating in the transaction in which the parent lost control of LecStar,
      that LTEL Holdings procured that alleged wrongful conduct from Smith, that
      the
      transaction in which the former parent lost control of LecStar was a fraudulent
      conveyance, and that a constructive trust should be imposed on LecStar for
      the
      benefits of the plaintiffs.





Messrs.
      Smith and Britt and LTEL Holdings have filed an answer in the litigation, but
      have not been involved in discovery in this litigation because the litigation
      is
      in the early stages. Nonetheless, the Company believes that the claims of the
      plaintiffs are without merit, and management intends to vigorously defend
      against the claims of the plaintiffs.





The
      principal Series H preferred stockholder has placed 300 shares of Series H
      Preferred Stock in escrow (the “Escrow Shares”) for a period of 12 months from
      the date of acquisition as protection with respect to breaches of
      representations and warranties of the LTEL Holdings selling stockholders,
      including any liability or payment that may arise from the above mentioned
      legal
      action. As a result of the filing of the First Empire Litigation, the Company
      has asserted a claim for breach of certain representations and warranties.
      To
      the Company’s knowledge, the Escrow Shares have not been released.





**Greenwich
      Insurance Action** - The
      Greenwich litigation is an action filed in the United States District Court
      for
      the Northern District of Georgia, in which Greenwich Insurance Company is
      seeking a declaratory judgment against the directors and officers of the former
      parent entity of LecStar and others. Greenwich seeks an order that it is not
      liable for coverage under its directors and officers’ liability policy for
      claims asserted in the First Empire litigation against several individuals
      who
      were officers and directors of LecStar, including W. Dale Smith, Michael Britt
      and Chad Smith. Greenwich also seeks recovery of fees advanced to law firms
      on
      behalf of these individuals for defense costs associated with the First Empire
      litigation, which Greenwich claims are in excess of $100,000. LecStar Telecom
      has agreed to assume defense costs incurred on behalf of Messrs. Smith and
      Britt
      in the Greenwich litigation. Messrs. Smith and Britt have filed answers denying
      the allegations of Greenwich. While it is the intent of Messrs. Smith and Britt
      to aggressively defend against the plaintiff’s claims, Messrs. Smith and Britt
      may experience exposure to the loss of insurance coverage presently afforded
      under the policy of insurance provided by Greenwich. In that case, LecStar
      Telecom may have exposure for any liability associated with indemnity claims
      from the officers and directors arising from previously advanced and future
      defense costs, as well as the costs of defending the Greenwich claim
      itself.





**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, 2005, 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, 2005.








30







**Holders
      of Fonix Class A common stock are subject to the risk of additional and
      substantial dilution to their interests as a result of the issuances of Class
      A
      common stock in connection with the Seventh Equity Line.**





The
      following table describes the number of shares of Class A common stock that
      would be issuable, assuming that the full remaining amount available under
      the
      Seventh Equity Line as of May 5, 2006, namely $13,873,000, had been put to
      the
      Equity Line Investor (irrespective of the availability of registered shares),
      and further assuming that the applicable conversion price at the time of such
      put were the following amounts:





Hypothetical
                Conversion Price
            Shares
                issuable upon
              puts
                aggregating $13,873,000$0.02
            693,650,000$0.03
            462,433,333$0.05
            277,460,000$0.10
            138,730,000$0.15
            92,483,667$0.25
            55,492,000$0.30
            46,243,333








Given
      the
      formulas for calculating the shares to be issued in connection with puts under
      the Seventh Equity Line, there effectively is no limitation on the number of
      shares of Class A common stock which may be issued in connection with a put
      under the Seventh Equity Line, except for the number of shares registered under
      the prospectus and the registration statement covering the resale of shares
      issued in connection with the Seventh Equity Line. As such, shareholders are
      subject to the risk of substantial dilution to their interests as a result
      of
      our issuance of shares under the Seventh Equity Line.





For
      example, if the Company were to draw down $3,000,000, at May 5, 2006, under
      the
      Seventh Equity Line, the number of shares issuable would be approximately
      244,000,000. As of May 5, 2006, we had 733,978,635 shares of our Class A common
      stock issued and outstanding. An issuance of 244,000,000 would constitute an
      increase of approximately 33%. By way of information, during 2005 and through
      May 5, 2006, our stock price ranged from $0.02 to $0.19 per share





**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
      incurred net losses of $22,631,000, $15,148,000 and $13,543,000 for the years
      ended December 31, 2005, 2004 and 2003. We incurred a net loss of $4,081,000
      for
      the three months ended March 31, 2006. As of March 31, 2006, we had an
      accumulated deficit of $265,451,000, accrued liabilities and accrued settlement
      obligation of $10,988,000 and owed trade payables of $7,854,000.





We
      expect
      to continue to spend significant amounts to expand our telecommunications
      services, 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.










31








**LecStar's
      current operations may not provide sufficient cash flow to sustain operations,
      and we may be required to divert proceeds from our Seventh Equity Line towards
      offsetting cash flow shortfalls at LecStar for an indefinite time period. If
      we
      do not receive additional capital when and in the amounts needed in the near
      future, our ability to continue as a going concern is in substantial
      doubt.**





We
      previously established six equity lines of credit with an unaffiliated third
      party (the “Equity Line Investor”) upon which we drew to pay operating expenses.
      We have entered into a Seventh Equity Line agreement wherein we have previously
      registered the sale of up to 100,000,000 shares of Class A common stock and
      have
      registered the sale of up to another 300,000,000 shares of Class A common stock.
      As of May 5, 2006, $13,873,000 remained available under the Seventh Equity
      Line.





LecStar’s
      operations did not generate sufficient operating revenue to pay all operating
      expenses in 2005 and required us to fund some of its operations and liabilities
      through our otherwise available financing sources, including the Seventh Equity
      Line. There can be no assurance that LecStar will become self-sufficient during
      2006 or at all, or that if LecStar becomes self-sufficient whether it will
      be
      able to maintain such level of operations. If we are required to provide
      significant operating capital to LecStar for extended periods, our business
      and
      financial condition could be adversely and materially affected. Accordingly,
      if
      we are not able to obtain adequate financing under the existing or additional
      equity line agreements or from other financing sources when and in the amounts
      needed, and on terms that are acceptable, our operations, financial condition
      and prospects could be materially and adversely affected, and we could be forced
      to curtail our operations or sell part or all of our assets, including our
      Core
      Technologies, LTEL or LecStar, or seek protection under bankruptcy laws.





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





As
      of
      March 31, 2006, 2005, we had debt obligations of $6,376,000, accrued liabilities
      and accrued settlement obligation of $10,988,000 and vendor accounts payable
      of
      approximately $7,854,000. At present, our revenues from existing licensing
      arrangements, Speech Product sales and telecommunication services are not
      sufficient to offset our ongoing operating expenses or to pay in full our
      current debt obligations.





In
      connection with the acquisition of the capital stock of LTEL, we issued a 5%
      $10,000,000 secured, six-year note payable to McCormack Avenue, Ltd. Under
      the
      terms of the note payable, quarterly interest only payments were required
      through January 15, 2005 with quarterly principal and interest payments which
      began April 2005 through the final payment due January 2010.





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, including the Core Technologies, LTEL or LecStar, 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.





**Additional
      Risk Factors Associated with the Acquisition of LTEL Holdings
      Corporation**





**Regulatory
      Uncertainty**





Prior
      to
      2005, the Company’s telecommunications services were provided almost exclusively
      through the use of unbundled network elements purchased from BellSouth,
      LecStar’s primary incumbent local exchange company (“ILEC”), that were made
      available to us pursuant to 1996 Telecommunications Act (the “1996 Act”) and the
      Federal Communications Commission (“FCC”) rules. The availability of cost-based
      rates for these unbundled network elements has enabled LecStar to price its
      local telecommunications services competitively.





In
      December 2004, the FCC issued final rules that effectively eliminated the
      requirement under the 1996 Act that incumbent local exchange companies provide
      competitive local exchange companies (“CLECs”), including the Company’s
      telecommunications operations, wholesale services using the unbundled network
      element platform (“UNE-P”) on a cost based rate known as Total Element Long Run
      Incremental Cost. The FCC established a 12-month transition plan for
      implementation:






32






·
            Effective
                on March 11, 2005, LecStar was no longer able to use UNE-P to provide
                service to new customers, but continued to do so for our then-existing
                customers until March 10, 2006. As a result, LecStar was unable to
                add new
                customers in any area where LecStar did not have access to a wholesale
                alternative to BellSouth.





·
            From
                March 11, 2005 to March 10, 2006, the wholesale rates that LecStar
                was
                charged for the unbundled network elements purchased from the ILECs
                were
                increased by $1 per line per month. Since March 11, 2006, LecStar
                has not
                been able to use UNE-P to provide service to any of our customers,
                including pre-existing customers. As a result, LecStar has serviced
                its
                customers that are not served by another wholesale network through
                resale
                or other wholesale agreements with BellSouth which has resulted in
                significantly higher costs as compared to servicing customers using
                the
                previously available UNE-P
                platform.





In
      December 2004, the FCC also adopted new rules affecting our access to the local
      loops facilities and the dedicated transport facilities that we purchase from
      BellSouth and that are necessary for the operation of our own network
      facilities. These new rules apply only to the customer base as it existed on
      March 11, 2005, and do not permit LecStar to add new dedicated transport
      unbundled network elements in the absence of impairment.





The
      loss
      of access to cost-based UNE-P substantially impaired our plans to deploy our
      own
      network facilities. Our cost of service has risen dramatically and our plans
      for
      a service rollout using our own network facilities could be delayed
      substantially or curtailed entirely. These regulatory changes have had a
      material adverse effect on our business, prospects, operating margins, results
      of operations, cash flows and financial condition.





In
      June
      2003, the Georgia Public Service Commission (“GPSC”) reduced rates for wholesale
      access to unbundled elements in Georgia, as part of a comprehensive cost case.
      The result of that ruling was appealed by BellSouth. During the intervening
      period LecStar Telecom has been purchasing UNE-P lines at the rates established
      by the GPSC in June 2003. The U.S. District Court for the Northern District
      of
      Georgia ruled in April 2004 that the June 2003 GPSC order was unlawful. The
      Court remanded the case back to the GPSC with a requirement to “make whole”
BellSouth for the difference in rates. Other CLECs appealed the ruling to the
      U.S. Court of Appeals for the Eleventh Circuit. On appeal, the District Court’s
      ruling was affirmed in February 2005. The GPSC then established a new higher
      rate for UNE-P in Georgia in February 2006 and established a period of time
      through which LecStar Telecom would have to pay the difference in rates to
      BellSouth. A roll back to pre June 2003 UNE-P rates has an impact of roughly
      $2.00 per line per month. On May 1, 2006 BellSouth sent a letter to LecStar
      accompanied by a breakdown of the proposed true up of rates in the amount of
      $1,564,000. LecStar Telecom has begun reviewing the backup materials provided
      by
      BellSouth and has identified significant errors in the calculations. LecStar
      Telecom has been actively seeking to correct these errors. While the exact
      amount of the true up payments are not currently known, the extent to which
      these charges can be back billed based upon interconnection agreement will
      need
      to be addressed in negotiations with BellSouth and, potentially, before the
      GPSC.





***Potential
      Impacts***





We
      are
      subject to federal, state, and local laws, regulations, and orders affecting
      the
      rates, billing, terms, and conditions of certain of our service offerings,
      our
      costs and other aspects of our operations, including our relations with other
      service providers. Regulation varies in each jurisdiction and may change in
      response to judicial proceedings, legislative and administrative proposals,
      government policies, competition and technological developments. We cannot
      predict what impact, if any, such changes or proceedings may have on our
      business or results of operations, and we cannot guarantee that regulatory
      authorities will not raise material issues regarding our compliance with
      applicable regulations. There are several regulatory factors that could cause
      our network and line costs as a percentage of revenue to increase in the future,
      including without limitation:








33







·
            As
                a result of significant changes to the FCC rules that required the
                incumbent local exchange companies, such as the Regional Bell Operating
                Companies that are our principal suppliers, to provide us the unbundled
                network elements of their operating platforms on a wholesale basis,
                the
                wholesale operating platforms of the incumbent local exchange companies
                is
                effectively not available at cost based rates. This determination
                and
                others by the FCC, courts, or state commissions that make unbundled
                local
                switching and/or combinations of unbundled network elements effectively
                unavailable to us in some or all of our geographic service areas,
                has
                required us to provide services in these areas through other means,
                including total service resale agreements, purchase of special access
                services or network elements from the Regional Bell Operating Companies
                or
                wholesale services from other CLECs. Access to unbundled network
                elements
                at "just and reasonable" rates under Section 271 of the Act is another
                alternative platform; however, to our knowledge, no public service
                commission in the Southeast had established 271 rates for local switching
                as of the date of the report. Regardless of the platform used to
                serve
                customers, in all cases we have experienced and are likely to experience
                significantly increased costs of
                service.





·
            Another
                factor that could cause our costs to increase is the potential adverse
                changes to the current pricing methodology, TELRIC, mandated by the
                FCC
                for use in establishing the prices charged to us by incumbent local
                exchange companies for the use of their unbundled network elements
                for as
                long as we are permitted to continue to use them, and for the use
                of
                transport and other services in connection with our local network.
                The
                FCC’s 2003 Triennial Review Order, which was reversed in part and remanded
                to the FCC with instructions to revise the Order in material ways
                clarified several aspects of these pricing principles related to
                depreciation, fill factors (i.e. network utilization) and cost of
                capital,
                which could enable ILECs to increase the prices for unbundled network
                elements. In addition, the FCC released a Notice of Proposed Rulemaking
                on
                December 15, 2003, which initiated a proceeding to consider making
                additional changes to its unbundled network element pricing methodology,
                including reforms that would base prices more on the actual network
                costs
                incurred by incumbent local exchange companies than on the hypothetical
                network costs that would be incurred when the most efficient technology
                is
                used. The TELRIC methodology still governs our pricing for loops
                purchased
                from the incumbent local exchange companies in connection with our
                local
                network. We cannot predict if the FCC will order new TELRIC pricing
                or if
                Congress will amend the 1996 Act, affecting such pricing or availability.
                These changes could result in material increases in prices charged
                to us
                for unbundled network elements, including those used in our own local
                network.





As
      a
      result of such current uncertainty in the regulatory environment, any or all
      of
      a variety of variables such as the pending Federal and related state regulatory
      and court decisions, on-going proceedings in these jurisdictions and commercial
      negotiations underway, could potentially result in retroactively applied
      liabilities, future increases in monthly recurring costs of services, or
      both.





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





During
      the quarter ended March 31, 2006, we issued 87,673,694 shares of our common
      stock under the Seventh Equity Line to the Equity Line Investor. We issued
      15,028,249 shares of our common stock in connection with conversions of our
      Series J Preferred Stock. We issued 27,200,000 shares of our common stock in
      connection with conversions of our Series K Preferred Stock. We issued 2,838,412
      shares of our common stock in payment of dividends on our Series H Preferred
      Stock. Subsequent to March 31, 2006 and through May 5, 2006, we issued
      136,047,462 shares of our common stock under the Seventh Equity Line and
      75,100,000 shares of our common stock in conversion of 751 shares of Series
      K
      Preferred Stock. 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.





The
      resales of the shares issued in connection with the Seventh Equity Line were
      registered under registration statements on Form S-1. The proceeds from the
      Seventh Equity Line transactions were used for working capital.





**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 Exhibit31.1
            Certification
                of President31.2
            Certification
                of Chief Financial Officer32.1
            Certification
                of President Pursuant to Section 906 of the Sarbanes-Oxley Act of
                200232.2
            Certification
                of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002.










34






**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:
                August 2, 2006
            /s/
                Roger D. DudleyRoger
                D. Dudley, Executive Vice President,Chief
                Financial Officer(Principal
                financial officer)































































35