SecProbe.io

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Mail Stop 0407

      December 12, 2004

Marvin Rosen
Chief Executive Officer
Fusion Telecommunications International, Inc.
c/o Heitz & Associates, P.C.
345 Woodcliff Drive
Fairport, New York 14450

	RE:  	Fusion Telecommunications International, Inc.
      Registration Statement on Form S-1
      Filed November 12, 2004
      File No. 333-120412

Dear Mr. Rosen:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. Throughout your prospectus, please offer a more specific
description of your business operations and lessen the dominance
of
your general discussion about the entire Voice-over-Internet-
Protocol
industry and Internet usage.  Include clear disclosure of your
current operations and the types of products and services you
currently offer.  For example, briefly note in the summary but
fully
describe in the business section the subsidiaries you list in
Exhibit
21, including your ownership percentage in them, what they do,
where
they are located, any other significant owners, how significant
each
subsidiary is to you, and so on.  Similarly, discuss your joint
ventures, including noting any significant partners.  Also,
clearly
indicate from what geographic region you have derived the majority
of
your revenues from customers (the notes to your financial
statements
suggest that this region is the United States).  To the extent
that
you intend to grow your business in a particular region, emphasize
that this is your intent and indicate upfront the level of your
growth in the area.
2. Similarly, explain upfront in the prospectus summary what
Softswitch is and clarify throughout the prospectus the extent to
which you have used it and how it enables you to improve your
deployment of products and services and expand your capacity.  We
note your statement on page 25 that "[i]n the third and fourth
quarter of 2004, [you] expect to experience a temporary decline in
revenues during, and immediately following, the migration to the
new
Softswitch technology." In addition, on page 32 you state "[t]he
2004
estimated capital expenditures include a significant investment we
are making to upgrade our switching and transmission systems
utilizing the softswitch technology." Then on page 33 you refer to
approximately $400,000 in costs related to your "new soft switch."
Is this is a new version of Softswitch technology?  When did you
start relying on Softswitch to provide your services to customers?
3. Include Item 201 of Regulation S-K disclosure, particularly
Items
201(a)(2) and (b).  Note that you should provide the information
as
of a recent date.
4. We note that you include industry research for estimated growth
data and other figures cited throughout the document, such as
those
provided by Insight Research Corporation, Gartner Inc., Radicati
Group, PriMetrica Inc., Interactive Data Corporation, and
Infonetics
Research.  Please provide us with marked copies of any materials
that
support these and other third party statements, clearly cross-
referencing a statement with the underlying factual support.
Confirm
for us that these documents are publicly available. To the extent
that any of these reports have been prepared specifically for this
filing, file a consent from the party.
5. Please provide us with copies of your artwork prior to
circulating
preliminary prospectuses.  Since we may have comments that could
result in material revisions to your artwork, we suggest that you
provide us with enough time to finish commenting on your artwork
prior to circulating preliminary prospectuses.  In order to
expedite
this process, you may submit your artwork to us on a supplemental
basis.  See Item VIII of the March 31, 2001 quarterly update to
the
Division of Corporation Finance`s "Current Issues and Rulemaking
Projects Outline."
6. With regard to your use of EBITDA, please expand your
disclosures
to discuss why your non-GAAP measure is relevant since it excludes
recurring charges related to "depreciation and amortization,"
"interest expense," "loss on impairment," and "forgiveness of
debt."
In that regard, we note your current disclosures do not provide
all
of the disclosure items highlighted in Question 8 of the
Frequently
Asked Questions document on non-GAAP measures, dated June 13,
2003.
Moreover, we note that your non-GAAP measure as currently
presented
may be prohibited under Item 10 S-K unless you are able to meet
the
burden of demonstrating the usefulness of the measure.  Item 10(e)
of
S-K prohibits the presentation of a non-GAAP performance measure
that
excludes recurring charges that have occurred within the past two
years or are reasonably likely to recur within two years. This
prohibition may be overcome if you are able to meet the burden of
demonstrating the usefulness the measure as outlined in Question 8
of
the FAQ. Please either delete this measure, or revise to provide
all
of the disclosures required by Item 10 of Regulation S-K and
Question
8 of the FAQ.
7. We note that your definition of EBITDA defines EBITDA as, "net
income (loss) (adjusted for loss on impairments and forgiveness of
debt) before income (loss) from discontinued operations, interest
expense and depreciation and amortization."  Please refer to
Question
14 of our frequently asked questions regarding the use of Non-GAAP
financial measures that clarifies that "Earnings" as used in the
commonly used metric "EBITDA" is intended to mean net income
(loss)
presented in the statement of operations under GAAP, without the
adjustments included in your definition.  Please see our adopting
release, that states that non-GAAP measures that are calculated
differently than EBITDA should not be characterized as EBITDA.  In
order to avoid investor confusion, please revise the title of this
measure and provide a definition that identifies clearly how the
measure is being calculated and how the calculation of your non-
GAAP
measure differs from the most directly comparable GAAP measure,
net
income (loss).
8. When demonstrating the usefulness of the non-GAAP measure,
please
refrain from using boilerplate and provide a statement that is
specific to you, the particular measure, the nature of your
business
and the manner in which your management assesses the measure and
applies it to management decisions.  Your statement should work
only
regarding this measure at this time; if your statement is readily
transferable to other uses of non-GAAP measures by you or even to
other companies` use of non-GAAP measures, it is probably
boilerplate.  See Item 10(e)(1)(i) of Regulation S-K.  Also please
refer to our Conditions for Use of Non-GAAP Financial Measures
release available on our website at
http://www.sec.gov/rules/final/33-8176.htm, and revise your
document
accordingly.

Cover Page
9. Limit your prospectus cover page to the information required by
Item 501 of Regulation S-K.  In this regard, you should reduce the
extensive discussion concerning when you may redeem the warrants.
In
this case, this information is either not required by Item 501 or
not
so highly material to an investment decision as to merit inclusion
on
the cover page.  Similarly revise the cover page of the selling
shareholder prospectus, which exceeds the one page limit and
contains
unnecessary, immaterial and redundant information.
10. We note you include Item 501(b)(3) of Regulation S-K offering
price information only on a per security basis, but the Item
requires
you to include this information for the total amount of the
offering,
too.  Please revise.

Prospectus Summary, page 3

11. Revise your disclosure throughout to remove unnecessary
capitalized terms and defined terms.  In this regard, please
delete
the second sentence of the introductory paragraph on page 3.  Once
you make your disclosure clear from the context, you will not need
to
define terms such as "we," "our" and "us."  Similarly, revise to
delete any unnecessary parenthetical definitions, such as
"Efonica,"
when the meaning the term is clear from context.  In addition, the
remainder of the next paragraph does not serve as an introduction
to
your summary and should be deleted as it is redundant of the
information that appears on page 6.
12. Please generally revise your registration statement to
eliminate
technical and business jargon from the prospectus summary and to
reduce the amount of jargon throughout the rest of the prospectus.
For example, consider replacing terms such as "voice termination,"
"end-to-end networks" and "tier-one Internet backbone providers"
with
clear concrete everyday language.
13. Please revise to decrease the length of your summary.  It
should
discuss only the key aspects of the offering and your operations.
Much of the discussion you currently include does not appear so
highly material to merit inclusion in the summary.  For example,
consider eliminating here the extensive strategy discussion, which
is
more appropriate for your business section.  As part of your
revisions, ensure that you provide a balanced discussion by
discussing the following in the summary:

* that you have not generated positive cash flows from operations
and
have incurred significant operating and net losses since your
inception;
* that from your inception you have financed your operations from
cash provided from financing activities`
* the amount of your net losses for the last three fiscal years
and
periods in 2004;
* in general terms, your corporate structure, e.g., whether you
operate through subsidiaries, noting any dominant subsidiaries or
segments;
* that you have derived the majority of your revenues from
customers
in the United States; and
* the percentage of your revenues attributable to each of the
services listed on page 4.
14. We note your statement on page 3 that "We control our network
and
service offerings from a central location in the United States."
Please note here and explain further in your business section
where
this location is and how you are able to control your offerings
from
one location.
15. We note your statement on page 3 that "[i]n the spring of
2000,
[y]our board of directors assembled a new management team who
restructured and refined [y]our business and corporate strategy.
As
part of this refinement and restructuring the Company exited non-
core
operations and focused on emerging markets and new services, such
as
VoIP."  Please note here and describe further in your business
section what the "non-core operations" that you exited were and
why
you did so.
16. We note your statement on page 6 that all information in the
prospectus assumes  series C preferred stock will be converted
into
3,141,838 shares of your common stock.  Please briefly note here
the
basis for this assumption.  Also revise the last bullet point to
identify the security into which the promissory notes will
convert.

Summary Historical Financial Data, page 7
17. We note your reference in note 3 to "a transaction that
occurred
subsequent to June 30, 2004, whereby the Company received net cash
proceeds of $1,330,000 ($1,400,000 for a convertible note net of a
$70,000 advisory fee) and refinanced $1,108,333 of existing notes
payable and accrued interest in exchange for a convertible note."
Please explain here and elsewhere the type of transaction and
reason
for it.

Risk Factors, page 9

	General
18. Please move, to follow your first risk factor, those risk
factors, such as "We have substantial past due liabilities," that
concern your liabilities, some of which are past due and payable
on
demand.
19. Please revise each risk factor caption so that it reflects the
risk that you discuss in the text.  Currently, many of your risk
factor captions are unduly vague, such as "Certain of our
competitors
are emerging from bankruptcy" on page 11, and do not discuss
adequately the risk that follows.  Other risk factor captions
merely
state a fact about you, such as "We have a history of operating
losses" and "We may be unable to manage our growth  . . . " on
page
9, or allude to a future event, such as " "In addition to new
regulations being adopted, existing laws may be applied . . ." on
page 14.  These are only examples.  Revise throughout to identify
briefly in your captions the risks that result from the facts or
uncertainties.  Potential investors should be able to read the
risk
factor captions and come away with an understanding of what the
risk
is and the result of the risk as it specifically applies to you.
As
a general rule, your revised captions should work only in this
document.  If they are readily transferable to other companies`
documents, they are probably too generic.  Please revise
accordingly.
20. Please avoid the generic conclusions in your risk factors that
a
risk could have a material adverse effect or impact on you.  This
does not represent meaningful disclosure.  Instead, please replace
this language with specific disclosure of the possible impact upon
your operating results, business, liquidity, cash flow, financial
condition, share price, etc.  For example, in the risk factor
beginning "Breaches in our network security systems . . ." on page
13, since you have experienced the breaches in the past, please
describe how such breaches impacted your business and results of
operations.  Also assess the likelihood of the risk.
21. We note that you include mitigating language in some of your
risk
factors.  Please revise to remove mitigating language in your risk
factor disclosure, including:

* The penultimate sentence in "We need to retain key management
personnel. . ." on page 12.

* The first, third and fifth sentences in "We are exposed to
fluctuations in exchange rates and exchange control regulations"
on
page 14.

These are only examples.
      We have substantial past due liabilities, page 10
22. We note your statement that "certain" of your indebtedness is
payable on demand.  Please revise to include the amount of your
indebtedness that is payable on demand so that investors may
better
understand your current financial situation.

      We rely on third party equipment suppliers, page 11, and

      If we are unable to develop and maintain successful
relationships..., page 12
23. In each case, please expand your disclosure to include the
likelihood of the risk.  Have you had difficulty in the past
obtaining an adequate supply from a particular provider?   Have
you
had difficulties with a particular joint venture partner in the
past,
or is there a risk that a joint venture partner would have more
influence in the case of difficulties due to its being local?

Should our joint venture partners decide to raise capital..., page
12
24. Quantify the portion of your revenues attributable to the
consolidation of your joint ventures so that security holders may
assess the extent of the loss you mention here.

	Service interruptions could affect our business, page 12
25. Provide examples of recent network shut downs you have
experienced and quantify the negative impact on your revenue and
cash
flows as a result of the shut downs, to the extent pra