SecProbe.io

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      May 20, 2005

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 April 21, 2005
      File No. 333-124206

Dear Mr. Rosen:

      We have limited our review of your filing concerning the
underwriting status of Karamco and related matters 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. Please identify Karamco as an underwriter on the cover page of
the
prospectus.
2. Please include financial information for the interim period
ended
March 31, 2005.

Summary, page 1

3. We note that the registration statement fee table registers
150,000 shares of common stock, but page 3 in the summary suggests
Karamco is offering 157,000 shares.  Please advise or revise.

4. Also, revise the offering table on page 3 to reflect the number
of
shares of common stock that will be outstanding after the shares
being registered are sold by Karamco, and ensure that your
disclosure
concerning the amount of outstanding common stock is consistent
throughout the prospectus.

Government Regulation, page 38
5. Please indicate whether you face material adverse consequences
due
to your having been "delinquent in such financial, filing and
reporting obligations and required filings in the past including,
but
not limited to, Federal Communications Commission and Universal
Service Fund reports and payments."  To the extent possible,
quantify
the consequences to you; also indicate when you became delinquent.

Principal Stockholders, page 52
6. Please revise note 7 to the security ownership table to
indicate
how many of the 1,439,643 shares that you have attributed to Roger
Karam relate to the January 2005 stock purchase agreement, as
amended.  Confirm to us in your response letter that none of the
150,000 shares being registered in this Form S-1 are being held in
escrow pending the determination of the purchase price of the
49.8%
minority interest in Efonica.  Finally, tell us why the table
indicates that Mr. Karam beneficially owns the same amount of
shares
as disclosed in the Form S-1 relating to the company`s IPO, though
your disclosure elsewhere indicates that you issued to Karamco
additional shares at the closing of the IPO.

Selling Securityholder Plan of Distribution, page 58

7. We note your statement on page 58 that the "Selling
Securityholder, and any broker-dealers that act in connection with
the sale of the shares of common stock might be deemed to be
`underwriters` within the meaning of Section 2(11) of the
Securities
Act."  Revise to state that Karamco is an underwriter and to
remove
any suggestion in the section that no underwriters are involved in
the resale.  In addition, please note that you must name any
broker-
dealers in a post-effective amendment to the registration
statement,
if

* Karamco uses broker-dealers as principals or agents to effect
the
resales,
* the broker-dealers will be receiving underwriters` discounts or
concessions, and
* the broker-dealers will be selling the shares at the market,

Please confirm in your response letter your understanding of when
a
post-effective amendment is appropriate in this context.

8. Please include information pursuant to Item 508 of Regulation
S-K
concerning Karamco, to the extent applicable.  For example,
consider
providing the information called for by Item 508(g).

Recent Sales of Unregistered Securities, page II-2
9. Include a description of the Karamco private placement, as
required by Item 701 of Regulation S-K.

*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Cheryl Grant, Staff Attorney, at (202) 551-
3359,
or me, at (202) 551-3833, with any questions.

					Sincerely,

					Michele M. Anderson
					Legal Branch Chief

cc:	via facsimile (212) 813-9768
      Arthur S. Marcus, Esq.
	Gersten, Savage, Kaplowitz, Wolf & Marcus

Mr. Rosen
Fusion Telecommunications International, Inc.
May 20, 2005
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