(a) On November 18, 2008 the board of directors of Modavox elected Shelly J. Meyers to serve as a director. Ms. Meyers is expected to be named to the Audit Committee of Modavox.

Modavox issued a press release on November 18, 2008, to announce Ms. Meyer's election to its board of directors. A copy of this press release is furnished as Exhibit 99.2 to this Form 8-K.

(d) Mr. Glover has served as a director of Modavox since October 2003. On the board, he has been a member and the Chairman of the Audit Committee since October 2003, a member of the Compensation Committee since October 2007 and a member of the Special Committee overseeing the investigation into certain activities of and voluntary disclosures to the Government about our former CEO, CFO and Chairman, Robert Arkin, since February 2008.

We believe that, in addition to the reasons stated in his letter, Mr. Glover has resigned due to a disagreement with Modavox over his unauthorized communications with Robert Arkin, who is the plaintiff in a pending arbitration proceeding against Modavox and a co-defendant in a recently-filed lawsuit brought by shareholders of Modavox, and due to Mr. Glover's dissatisfaction with the level of director compensation.

In response to Mr. Glover's letter, management believes that it has provided all necessary corporate financial and operating information to Mr. Glover, including providing direct access to our corporate controller, and disagrees with Mr. Glover's characterization of the corporate governance of Modavox and Mr. Glover's level of participation in governance of the corporation.

On October 26, 2008, Hubert Glover resigned as a director of Modavox, Inc. ("Modavox"). His letter of resignation is furnished as Exhibit 99.1 to this Form 8-K. In this letter, Mr. Glover states that he has resigned because of inadequate delivery of information to the independent directors.

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.

(d) Exhibits.

The following exhibits are furnished herewith:

Exhibit Number      Description
--------------      -----------


99.1                Text of press release issued by Modavox dated
                    November 18, 2008.

99.2                Letter of Resignation of Hubert Glover dated
                    October 26, 2008.