RICHARDSON & PATELLLP
10900 Wilshire Boulevard
Suite 500
Los Angeles, California 90024
Telephone (310) 208-1182
Facsimile (310) 208-1154
January 9, 2006
VIA EDGAR
United States Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
| Re: | i2 Telecom International, Inc. |
Proxy Statement filed January 9, 2006
File No. 000-27704
Our File No. 1953-001
Ladies and Gentlemen:
i2 Telecom International, Inc. (the “Company”) filed its preliminary proxy statement today. Included in the preliminary proxy statement is a request that shareholders approve an increase in the number of shares of common stock included in the i2 Telecom International, Inc. 2004 Stock Incentive Plan (the “Plan”). The Company intends to register the additional shares of stock on an S-8 registration statement as soon as possible after the conclusion of the annual meeting. A copy of the Plan has been filed as Appendix I to the preliminary proxy statement.
Please do not hesitate to contact the undersigned if you have questions regarding the this matter.
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Very truly yours, RICHARDSON & PATELLLP |
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By: | | /s/ Mary Ann Sapone |
| | MARY ANN SAPONE |