SecProbe.io

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      June 9, 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.
      Amendment No. 1 to Form S-1
      Filed June 1, 2005
      File No. 333-124206

Dear Mr. Rosen:

      As we indicated in our previous letter, we have limited our
review of your filing to consideration of your disclosure
regarding
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.  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.

Issuance of Securities to Selling Stockholders, page 13
1. Please revise to clearly state that you issued 1,439,643 shares
of
common stock to Karamco at the closing of the IPO.  Similarly
revise
the description of the private placement appearing under the
Recent
Sales of Unregistered Securities section.
2. It appears that Karamco and Mr. Karam should have filed a
Schedule
13D within 10 days after February 18, 2005 to report the
acquisition
of the 1,439,643 shares of common stock upon the closing of the
IPO.
See Rule 13d-1(a) under the Exchange Act.  While the staff
recognizes
that counsel for the company does not represent Karamco or Mr.
Karam,
please provide, or have counsel for Karamco or

Mr. Karam provide, a well-reasoned analysis as to why these
parties
were not required to file a Schedule 13D.  Alternatively, please
ensure that they file a Schedule 13D immediately on EDGAR.

*	*	*	*

      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.

	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.
June 9, 2005
Page 2

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