UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 8, 2009 Modavox, Inc. ------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 333-57818 20-0122076 --------------------- ------------- -------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1900 W UNIVERSITY DR, SUITE 230 TEMPE, AZ 85281 85281-3291 --------------------------------- ----------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (480) 553 5795 ------------------------------------------------------------------------ Former name or former address, if changed since last report Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS (a) On May 6, 2009, Mr. Jay Stulberg resigned as a member of the Board of Directors of the Company, on which he has served since 2004. Mr. Stulberg had been a member of the Audit Committee and a member of the Compensation Committee. Mr. Stulberg stated that the reason for his resignation is that he intends to focus his attention on his business interests in Canada and defer to the new member of the Company's Board to provide the Company's next generation of leadership. In tendering his resignation, Mr. Stulberg indicated that he has no disagreements with the Company and no disagreements on or regarding any matter relating to the Company's operations, policies, or practices. The information in Item 5.02 of this Form 8-K and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (b) Exhibits. The following exhibits are furnished herewith: Exhibit Number Description - -------------- ----------- 99.1 Text of Resignation by Mr. Stulberg issued dated May 6, 2009. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Modavox, Inc. MAY 6, 2009 BY: /S/ MARK SEVERINI ------------------------------ NAME: MARK SEVERINI TITLE: CHIEF EXECUTIVE OFFICER Exhibit Index EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Letter of Resignation of Mr. Jay Stulberg dated May 6, 2009.