On January 5, 2008, Fusion Telecommunications International, Inc. (the "Company") borrowed $500,000 from an entity that is also a related party shareholder of the Company. The promissory note evidencing the loan, which matures on March 5, 2010, bears interest on the unpaid principal amount of the note from the date the note is issued until the outstanding principal amount of the note is paid in full, at the rate of 12% per annum. In the event that the note is not repaid by the maturity date, the note will automatically convert to a demand note, and the principal sum and all accrued interest will be payable in full upon ten (10) days notice from the lender. The note also grants the lender a collateralized security interest, pari passu with other lenders, in the Company's account(s) receivable. The proceeds are being used for general working capital purposes. The Form of Secured Promissory Note issued in this transaction is incorporated by reference as an exhibit to this report.

On January 14, 2008, the Company borrowed $100,000 from an entity that is also a related party shareholder of the Company. The promissory note evidencing the loan, which matures on March 14, 2010, bears interest on the unpaid principal amount of the note from the date the note is issued until the outstanding principal amount of the note is paid in full, at the rate of 12% per annum. In the event that the note is not repaid by the maturity date, the note will automatically convert to a demand note, and the principal sum and all accrued interest will be payable in full upon ten (10) days notice from the lender. The note also grants the lender a collateralized security interest, pari passu with other lenders, in the Company's account(s) receivable. The proceeds are being used for general working capital purposes. The Form of Secured Promissory Note issued in this transaction is incorporated by reference as an exhibit to this report.

On January 23, 2009, the Company filed a Certificate of Amendment to its Certificate of Incorporation (a) increasing the total number of shares of Capital Stock the Company shall have the authority to issue from 105,000,000 shares to 185,000,000 shares, of which 175,000,000 shares shall be Common Stock, par value $.01 per share, and 10,000,000 shares shall be Preferred Stock, par value $0.01 per share, and (b) eliminating the previously authorized class of Common Stock denominated as Class A Common Stock. A copy of the Certificate of Amendment to the Certificate of Incorporation is filed as an exhibit to this report.

(d) Exhibits

3.01     Certificate of Amendment to Certificate of Incorporation of Fusion
         Telecommunications International, Inc
99.1     Form of Secured Promissory Note (incorporated by reference to   Exhibit
         10.1   to the Registrant's   Form 8-K   filed with the Securities
         Exchange Commission on November 24, 2008)