Mail Stop 3720

      April 24, 2006

Paul R. Arena
Chairman of the Board
  and Chief Executive Officer
i2 Telecom International, Inc.
1200 Abernathy Road, Suite 1800
Atlanta, Georgia  30328

	RE:  	i2 Telecom International, Inc.
      Form SB-2
      Filed April 13, 2006
      File No. 333-133294

Dear Mr. Arena:

      We have limited our review of your Form SB-2 to matters
concerning your receipt of Cornell Capital Partners` consideration
for the convertible debentures prior to effectiveness of the
registration statement.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in your filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment 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.

      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 the declaration of effectiveness 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 your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as 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.

	If you have any questions, please call Cheryl Grant, Staff
Attorney, at (202) 551-3359, or me, at (202) 551-3810.

								Sincerely,




								Michele Anderson
								Legal Branch Chief






Mr. Arena
i2 Telecom International, Inc.
April 24, 2006
Page 2