UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 1934

January 23, 2009	( January 5, 2009 )
Date of Report	( Date of earliest event reported )

FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

DELAWARE
( State or other jurisdiction of incorporation )

001-32421

( Commission File Number )

58-23420 21

( IRS Employer Identification No. )

420 Lexington Avenue, Suite 1718, New York, NY 10170

( Address of principal executive offices, including zip code )

Registrant's telephone number, including area code: (212) 201-2400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

     [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act [17 CFR 240.14d-2(b)]
     [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act [17 CFR 240.13e-4(c)]

Item 1.01 Entry into a Material Definitive Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off–Balance Sheet Arrangement of a Registrant.

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.

Item 8.01 Other Information

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.

Item 9.01 Financial Statements and Exhibits.

(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)

Page 1
Form 8-K

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

		Fusion Telecommunications International, Inc.

	By:	/s/ BARBARA HUGHES
		Barbara Hughes
January 23, 2009		as Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
3.01	Certificate of Amendment to Certificate of Incorporation of Fusion Telecommunications International, Inc

Page 2
Form 8-K

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.

2. The Certificate of Amendment to the Certificate of Incorporation of the Corporation, recorded by the State of Delaware, Secretary of Corporations on September 17, 1997, is hereby amended by striking out Article "FOURTH" thereof and by substituting in lieu of said Article, the following new "FOURTH" Article:

“FOURTH: The total number of shares of Capital Stock which the Corporation shall have authority to issue will be 185,000,000, of which 175,000,000 shares shall be Common Stock, par value $0.01 per share, and 10,000,000 shares shall be Preferred Stock, par value $0.01 per share.

a. February 27, 1998 Common Stock Reverse Stock Split: A reverse stock split of the shares of Common Stock of the Corporation subscribed for, accepted or issued by the Corporation prior to January 1, 1998 (the “Original Stock”) was effected upon the filing and recording of a Certificate of Amendment of the Certificate of Incorporation of the Corporation on February 27, 1998 (the “Effective Time”), as follows:

(i) Each one hundred (100) shares of Original Stock, having a value of One Cent ($.01) per share on the Effective Date, were combined and converted automatically, and without further action by the holder thereof, into one (1) validly issued share of Common Stock of the Corporation (the “Split Stock”), having a par value of One Cent ($.01) per share and having all of the rights and benefits applicable to the Original Stock and any right, option, warrant or claim to acquire or receive one hundred (100) shares of Original Stock were converted automatically, and without any further action by the holder thereof, into the right to acquire or receive one (1) share of Split Stock upon, and in compliance with, the terms of the right, option, warrant or claim, except that the purchase price per shall be proportionately increased; provided, however, that, with respect to such shares of Split Stock, an aggregate of One Dollar ($1.00) of the consideration paid to the Corporation for each such share of Split Stock shall continue to be treated as capital of the Corporation.

(ii) From and after the Effective Time, subscriptions for or certificates representing shares of Original Stock are deemed to represent only the right to receive shares of Split Stock to which a stockholder would be entitled pursuant to the reverse stock split affected.

b. Rights, Preferences, and Restrictions of Preferred Stock:

The preferred stock authorized may be issued from time to time in one or more series. The Board of Directors is hereby authorized to fix or alter the rights, preferences, privileges and restrictions granted to or imposed upon any series of preferred stock, and the number of shares constituting any such series and the designation thereof, or of any of them. The Board of Directors is authorized to increase or decrease the number of shares of any series, prior or subsequent to the issue of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status, which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

c. December 15, 2004, Common Stock Reverse Stock Split:

Effective December 15, 2004 (the “Effective Date”).

(i) Each three and one half (3.5) issued and outstanding shares of common stock (“Common Stock”), having a par value of One Cent ($.01) per share on Effective Date, shall be combined and converted automatically, and without further action by the holder thereof, into one (1) validly issued share of Common Stock of the Corporation (the “Reverse Split Stock”), having a par value of One Cent ($.01) per share and having all of the rights and benefits applicable to the Common Stock and any right, option, warrant or claim to acquire or receive three and one half (3.5) shares of Common Stock shall be converted automatically, and without any further action by the holder thereof, into the right to acquire or receive one (1) share of Reverse Split Stock upon, and in compliance with, the terms of the right, option, warrant or claim, except that the purchase price per shall be proportionately increased; provided, however, that, with respect to such shares of Reverse Split Stock, an aggregate of One Dollar ($1.00) of the consideration paid to the Corporation for each such share of Reverse Split Stock shall continue to be treated as capital of the Corporation.

(ii) From and after the Effective Date, subscriptions for or certificates representing shares of Original Common Stock are deemed to represent only the right to receive shares of Reverse Split Stock to which a stockholder would be entitled pursuant to the reverse stock split.

d. Elimination of Class A Common Stock. In accordance with Article IV (3) of the Company's "Certificate of Amendment of Certificate of Incorporation of Fusion Telecommunications International, Inc.", filed December 30, 2004, with the State of Delaware, Secretary of Corporations, all shares of Class A Common Stock were automatically converted into Common Stock on February 15, 2006, and accordingly no shares of Class A Common Stock are issued or outstanding. The Class A Common Stock is therefore, hereby eliminated.

3. This Amendment of the Certificate of Incorporation of the Corporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

4. The effective time of the amendment herein certified shall be the date of filing.

IN WITNESS WHEREOF, the undersigned has executed this Amendment of the Certificate of Incorporation of Fusion Telecommunications International, Inc., as of January 7, 2009.

/s/ Philip D. Turits
Printed Name: PHILIP D. TURITS
as Secretary and Treasurer