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

                                   FORM 10-QSB

(Mark One)

 [ X ]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934
             For the quarterly period ended June 30, 2006.

[     ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934
            For the transition period from ______________

Commission file number: 0-27704

                         i2 Telecom International, Inc.
        (Exact Name of Small Business Issuer as Specified in its Charter)

        Washington                                              91-1426372
(State or Other Jurisdiction of                               (IRS Employer
Incorporation or Organization)                               Identification No.)

                               1200 Abernathy Rd.
                                   Suite 1800
                                Atlanta, GA 30328
                    (Address of Principal Executive Offices)

                                 (770) 512-7174 (Issuer's Telephone Number,
                Including Area Code)

Check  whether  the issuer:  (1) has filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the issuer was required to file such  reports),  and (2) has
been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12 b-2 ofOf the ExchangeAct) [_] Yes [X] No


As of August 11, 2006, the registrant had 154,805,627 shares of common stock
outstanding.

Transitional Small Business Disclosure Format: [_] Yes [X] No



<PAGE>



                                      INDEX
                                                                            Page

PART I.           FINANCIAL INFORMATION

Item 1.           Financial Statements                                        3

Item 2.           Management's Discussion and Analysis of or Plan            17
                  of Operation

Item 3.           Controls and Procedures                                    23

PART II.          OTHER INFORMATION

Item 1.           Legal Proceedings                                          24

Item 2.           Unregistered Sales of Equity Securities and                24
                  Use of Proceeds

Item 3.           Default Upon Senior Securities                             28

Item 6.           Exhibits                                                   29

SIGNATURE PAGE                                                               30

CERTIFICATIONS                                                               32

                                       2
<PAGE>


<TABLE>
<CAPTION>




PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                         i2 TELECOM INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)





                                                          ASSETS

                                                                                        June 30,2006      December 31, 2005
                                                                                  ..................... ......................
Current Assets
<S>                                                                                         <C>                       <C>
  Cash                                                                                      $ 49,216                  $ 238
  Restricted Cash                                                                                                   168,965
  Accounts Receivable, net of Allowance for Doubtful Accounts of
     $235,000 and $235,000, respectively                                                      18,732                 69,927
  Inventories                                                                                725,097                732,663
  Prepaid Expenses and Other Current Assets                                                  638,259                 84,407
                                                                                  ..................... ......................
    Total Current Assets                                                                   1,431,304              1,056,200
                                                                                  ..................... ......................
Property and Equipment, Net                                                                1,081,570              1,206,982
Other Assets
Intangible Assets                                                                          3,353,199              3,349,834
Deposits                                                                                      83,541                 61,540
                                                                                  ..................... ......................
    Total Other Assets                                                                     3,436,740              3,411,374
                                                                                  ..................... ......................
      Total Assets                                                                       $ 5,949,614             $5,674,556
                                                                                  ===================== ======================


</TABLE>

                                       3
<PAGE>

                         i2 TELECOM INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)


<TABLE>
<CAPTION>


                                       LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

                                                                                         June 30,2006     December 31, 2005
                                                                                   ..................... .....................
Current Liabilities
<S>                                                                                      <C>                     <C>
     Accounts Payable and Accrued Expenses                                              $  3,725,413             $ 3,797,814
     Deferred Revenue                                                                         50,000                    -0-
     Notes Payable-Current                                                                 2,972,849               2,780,625
                                                                                  ..................... ......................
     Total Current Liabilities                                                             6,748,262               6,578,439

Long-Term Debt - Convertible Bonds                                                         1,700,000                     -0-
                                                                                  ..................... ......................
     Total Liabilities                                                                     8,448,262               6,578,439
                                                                                  ..................... ......................

Shareholders' Equity (Deficit)
     Preferred Stock, No Par Value, 5,000,000
       Shares Authorized, 4,510 Shares and 4,910 Shares Issued
       and Outstanding, respectively                                                      4, 485,000               4,885,000
Common Stock, No Par Value, 250,000,000 Shares Authorized, 47,750,181 Shares and
      37,460,159 Shares Issued and Outstanding, respectively                              16,123,151              14,651,858
 Restricted Common Stock (related to No Par Value above),
 5,194,294 Shares and 382,568  respectively                                                  445,973                 191,846
  Additional Paid-In Capital                                                               1,228,992               1,092,126
    Accumulated Deficit                                                                  (24,781,764)            (21,724,813)
                                                                                  ..................... ......................
    Total Shareholders' Equity (Deficit)                                                  (2,498,648)               (903,883)
                                                                                  ..................... ......................
     Total Liabilities and Shareholders'  Equity (Deficit)                              $  5,949,614             $ 5,674,556
                                                                                  ===================== ======================
</TABLE>
                                       4
<PAGE>


<TABLE>
<CAPTION>

                                             i2 TELECOM INTERNATIONAL, INC.
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                                    (Unaudited)

                                                   For the           For the           For the          For the
                                                     Three             Three               Six              Six
                                                    Months            Months            Months           Months
                                                     Ended             Ended             Ended            Ended
                                                  June 30,          June 30,          June 30,         June 30,
                                                      2006              2005              2006             2005
                                             ................ ................. ................. ................
<S>                                              <C>               <C>               <C>              <C>
Revenue                                          $ 136,975         $ 266,230         $ 276,978        $ 452,538

Cost of Revenue                                    131,179           289,071           202,195          406,097
                                             ................ ................. ................. ................
Gross Profit (Loss)                                  5,796           (22,841)           74,783           46,441
General and Administrative Expenses              1,442,427         1,896,804         2,811,717        3,594,511
                                             ................ ................. ................. ................
Loss From Operations                            (1,436,631)        (1,919,645)      (2,736,934)      (3,548,070)
                                             ................ ................. ................. ................
Other Income (Expense)
  Interest Income                                        0               295               942              691
  Interest Expense                                 (91,032)           (8,511)         (142,809)         (12,705)
  Gain on Forbearance of Debt                          -0-               -0-               -0-              -0-
  Loss on Disposal of Assets                           -0-               -0-               -0-              -0-
  Loss on Subscription List                            -0-               -0-               -0-              -0-
                                             ................ ................. ................. ................
     Total Other Income (Expense)                  (91,032)           (8,216)         (141,867)         (12,014)
                                             ................ ................. ................. ................
Loss Before Cumulative Effect of
    Accounting Change                           (1,527,663)       (1,927,861)       (2,878,801)      (3,560,084)
                                             ................ ................. ................. ................
Cumulative Effect of Accounting Change on
    Years Prior to 2005, Net of Income
    Tax of $-0-                                        -0-               -0-              -0-          (340,117)
                                             ................ ................. ................. ................
Net Loss                                        $(1,527,663)      $(1,927,861)     $(2,878,801)     $(3,900,201)
Dividends on Preferred Stock                        (98,476)         (146,331)        (178,150)        (222,237)
                                             ................ ................. ................. ................
Net Loss Available to Common Shareholders      $(1,626,139)      $(2,074,192)      $(3,056,951)     $(4,122,438)
                                             ================ ================= ================= ================

Weighted Average Common Shares:
  Basic                                         43,753,604        37,045,149        41,090,558       36,258,732
  Diluted                                       90,560,740        49,087,015        70,474,619       42,542,051
                                             ................ ................. ................. ................
Basic Earnings Per Common Share:
   Loss Before Cumulative Effect of
        Accounting Change                         $   (.04)         $   (.05)         $   (.07)        $   (.10)
  Cumulative Effect of Accounting Change              (.00)             (.00)         $   (.00)        $   (.01)
                                             ................ ................. ................. ................
Net Loss                                          $   (.04)         $   (.05)         $   (.07)        $   (.11)
                                             ================ ================= ================= ================
Diluted Earnings Per Common Share:
   Loss Before Cumulative Effect of
        Accounting Change                          $  (.02)          $  (.04)          $  (.04)         $  (.08)
  Cumulative Effect of Accounting Change              (.00)             (.04)             (.00)            (.01)
                                             ................ ................. ................. ................
Net Loss                                           $  (.02)          $  (.04)          $  (.04)         $  (.09)
                                             ================ ================= ================= ================
                                       5
</TABLE>
<PAGE>

<TABLE>
<CAPTION>


                         i2 TELECOM INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                          For the Six      For the Six
                                                         Months Ended     Months Ended
                                                        June 30, 2006    June 30, 2005
                                                       ...............  .................
Cash Flows From Operations
<S>                                                      <C>              <C>
    Net Loss From Continuing Operations                  $ (2,878,801)    $ (3,900,201)
    Adjustments to Reconcile Net Income to Net Cash
      Provided By Operating Activities
    Bad Debts                                                     -0-              -0-
        Depreciation and Amortization                         573,580          166,159
        Interest Paid Via Issuance of Stock                       -0-              -0-
       Gain of Forbearance of Debt                                -0-              -0-
       Loss on Disposal of Assets                                 -0-              -0-
       Stock Compensation                                     556,866           70,924
      Cumulative Effect of Accounting Change                      -0-          340,117
       (Increase) Decrease In:
         Accounts Receivable                                   51,195         (214,047)
         Inventories                                            7,565          (90,987)
         Prepaid Expenses                                    (234,490)         (44,917)
         Other Assets                                         (22,000)          41,624
       Increase (Decrease) In:
     Accounts Payable and Accrued Expenses                    752,753        1,173,604
         Deferred Revenue                                      50,000            (125)
                                                       ...............  .................
    Net Cash Used In Operating Activities                  (1,143,332)      (2,457,849)
                                                       ...............  .................
Cash Flows From Investing Activities
     Proceeds from Disposal of Assets                             -0-              -0-
     Equipment Purchases                                      (71,530)         (35,095)
    Payments for Patents and Trademarks                        (3,365)         (31,000)
    Investment in Subsidiary                                      -0-              -0-
                                                                  -0-              -0-
                                                       ...............  .................
     Net Cash Used In Investing  Activities                   (74,895)         (66,095)
                                                       ...............  .................
Cash Flows From Financing Activities
    Proceeds From Shareholder Loans                               -0-        1,249,500
    Payments of Shareholder Loans                                 -0-         (74,500)
    Proceeds from Issuance of Convertible Notes             1,750,000              -0-
    Proceeds From Notes Payable                               321,000          200,000
    Payment of Notes Payable                                 (276,776)             -0-
    Issuance of Common Stock                                       16          546,000
    Issuance of Preferred Stock                                   -0-          575,000
    Loan Financing Cost                                      (696,000)             -0-
    Dividends Paid                                                -0-         (148,999)
    Cash From Subsidiary Acquired Via Stock Exchange              -0-              -0-
                                                       ...............  .................
         Net Cash Provided By Financing Activities          1,098,240        2,347,001
                                                       ...............  .................
Increase (Decrease) in Cash                                  (119,987)        (176,943)
Balance, Beginning of Period                                  169,203          231,127
                                                       ...............  .................
Balance, End of Period                                       $ 49,216         $ 54,184
                                                       ===============  =================
                                       6
</TABLE>
<PAGE>

            UNAUDITED CONDENSENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLOCIES


Background of the Company

     i2 Telecom International,  Inc., a Washington corporation formerly known as
Digital Data  Networks,  Inc.  (the  "Company"),  was  incorporated  as "Transit
Information Systems,  Inc." under the laws of the State of Washington on October
17, 1988. In July 1995, the Company  changed its name to "Digital Data Networks,
Inc." In March 2004, the Company changed its name to "i2 Telecom  International,
Inc." The Company's  offices are currently  located at 1200 Abernathy Rd., Suite
1800,  Atlanta,  GA 30328, and the Company's telephone number at that address is
(770)  512-7174.  The  Company  maintains  a website  at  www.i2telecom.com  and
www.Voicestick.com .
                  -----------------     ------------------

     From October 17, 1988, until February 27, 2004, the Company was a wireless,
passenger communication and advertising company,  principally engaged in selling
digital  advertising  space  through  the  operation  of a  digital  information
network,  utilizing  digital radio  transmission  technology to display  current
news,  information and  advertising to riders on-board public transit  vehicles.
From 1991 through  February  2004,  the Company  operated a digital  information
network in Dallas,  Texas under the assumed  name "The  Transit  Network" on the
Dallas Area Rapid Transit ("DART") bus and rail system.

     In February  1996,  the Company  completed  an initial  public  offering of
shares of its common  stock,  no par value per share (the "Common  Stock"),  and
raised net cash proceeds of approximately $5.8 million.

     On February  26,  2004,  a  newly-formed,  wholly-owned  subsidiary  of the
Company  merged  with  and  into i2  Telecom  International,  Inc.,  a  Delaware
corporation ("i2Telecom  Delaware"),  with i2 Delaware surviving the merger as a
wholly-owned subsidiary of the Company (the "Merger"),  pursuant to that certain
Agreement and Plan of Merger dated as of January 30, 2004, among the Company,  a
wholly-owned  subsidiary of the Company, i2 Delaware and certain Shareholders of
the Company and i2Telecom Delaware  signatory thereto (the "Merger  Agreement").
In connection with the Merger,  former Shareholders of i2Telecom Delaware became
entitled  to receive  shares of Common  Stock and shares of various  classes and
series of the Company's  preferred stock, no par value per share  (collectively,
the "Preferred Stock"), constituting of up to 88.44% of the voting securities of
the  Company,  assuming  the  issuance  of  all  contingent  consideration  such
Shareholders  may become  entitled to receive  pursuant to the Merger  Agreement
upon the  resolution of a certain legal  proceeding  pending  against  i2Telecom
Delaware.  In connection with the Merger,  effective  February 26, 2004, (i) the
Company's Board of Directors (the "Board of Directors") appointed Paul R. Arena,
Chief Executive Officer and Chairman of the Board of i2 Delaware,  to serve as a
director of the Company; (ii) all individuals serving as officers of the Company
immediately  prior to the Merger resigned their positions with the Company;  and
(iii) the  officers of  i2Telecom  Delaware  were  appointed  as officers of the
Company.
                                       7
<PAGE>

     On February 27, 2004, the Company sold  substantially  all of its operating
assets  relating to the  operations of The Transit  Network to Intransit  Media,
Inc.  ("InTransit  Media") in exchange  for  InTransit  Media  assuming  certain
obligations and liabilities relating to such assets (the "Asset Sale"), pursuant
to that  certain  Asset  Purchase  Agreement  dated as of January 30,  2004,  as
amended by the First  Amendment  thereto dated as of February 26, 2004,  between
the Company and InTransit Media (the "Asset Purchase Agreement").

     On March 5, 2004,  in  connection  with the Merger and the Asset Sale,  the
Company  changed  its name from  "Digital  Data  Networks,  Inc." to "i2 Telecom
International,  Inc." and  changed  its  ticker  symbol on the  over-the-counter
electronic bulletin board from "DIDA" to "ITUI".

     On December 8, 2004, the Company  relocated its corporate  headquarters  to
Atlanta,  Georgia in order to be closer to more technology  driven companies and
to aide in the Company's recruitment of technology workers.

     As a result of the Merger and the Asset Sale, the Company's  operations now
consist of the  operations of i2Telecom  Delaware.  The Company's  operations as
currently conducted are described below.

Nature of Business

     The Company, through its subsidiary,  i2Telecom Delaware, provides low-cost
telecommunications   services  employing  next-generation  Voice  over  Internet
Protocol  ("VoIP")  technology.  These  operations  are  based in  Atlanta,  and
Georgia,  Redwood City,  California.  Through  i2Telecom  Delaware,  the Company
controls  its own  proprietary  technology  and  outsources  the majority of its
production and service functions with strategic partners.  The Company,  through
i2Telecom  Delaware,   provides  the  VoiceStick(TM),   micro  gateway  adapters
(InternetTalker(TM)),  VoIP  long  distance  and  other  enhanced  communication
services to subscribers.  The Company's proprietary technology platform is built
to the Session Initiation Protocol ("SIP") standard. The Company's revenue model
now includes  revenue from the sale of the  VoiceStick(TM)  and other integrated
access  devices  ("IADs") along with recurring  monthly  subscriptions  and call
minute  termination.  The Company believes its proprietary  technology  provides
meaningful advantages particularly in the areas of quality of service, , cost of
service, features and ease of use.

     The Company's proprietary technology platform is built to the SIP standard
and offers the end user the following primary benefits:

     o  near carrier grade quality of service;

     o  low cost long distance calling worldwide;

     o  broadband access via laptop with the Company's VoiceStick(TM);

                                       8
<PAGE>

     o  broadband and dial-up technology in the Company's InternetTalker(TM)
        IAD;

     o  plug and play technology using traditional phones without professional
        installation; and

     o  unlimited global calling among VoiceStick(TM) and InternetTalker(TM) IAD
        users with a minimal monthly subscription.

     The Company's management intends to focus solely upon VoIP as the Company's
primary line of business.  In addition,  the Company's  management is constantly
exploring  various  strategic  alternatives,  including  partnering  with  other
telecommunication   companies,  both  foreign  and  domestic,  and  engaging  in
acquisitions  of  strategic   competitors   and/or   telecommunication   service
providers.  There can be no assurances that such efforts will be successful. The
Company may finance these new business  opportunities  through a combination  of
equity and/or debt. If the Company determines to finance these  opportunities by
issuing  additional  equity,  then such equity may have  rights and  preferences
superior to the outstanding  Common Stock and Preferred  Stock, and the issuance
of such equity will dilute the ownership  percentage  of the Company's  existing
shareholders.  If the  Company  determines  to finance  these  opportunities  by
incurring  debt, then such debt may not be available to the Company on favorable
terms, if at all.

Liquidity and Going Concern

     It is  imperative  that the Company raise capital in the near-term in order
to continue as a going concern.  Without raising additional capital, the Company
likely will not be able to satisfy its current and other  liabilities due in the
near-term unless they are modified or  restructured.  There is no guarantee that
(i)  additional  capital will be available  to the extent  required,  or that if
available,  it will be available on terms acceptable to the Company, or (ii) the
Company's  current and other liabilities due in the near-term can be modified or
restructured.  If the  Company  cannot  raise  additional  capital  or modify or
restructure  such  liabilities,  then the  Company  may be unable to pursue  its
business plan and may be forced to cease doing business.

     As can be seen from the Company's  filings with the Securities and Exchange
Commission  (the "SEC") over the past year,  the  Company  has  experienced  net
losses and negative cash flows from operations and has an accumulated deficit at
June 30,  2006 of  approximately  $24,781,764  and a  negative  working  capital
position.  The  ability of the  Company  to  generate  positive  cash flows from
operations  and  net  income  is  dependent,   among  other  things,  on  market
conditions,  the recovery of recorded  assets,  cost  control,  identifying  and
securing additional revenue sources,  and the Company's ability to raise capital
under acceptable terms. The accompanying financial statements do not include any
adjustments that might result from the outcome of these uncertainties.  As noted
in an  explanatory  paragraph  in the  Report of  Independent  Certified  Public
Accountants  on the Company's  consolidated  financial  statements  for the year
ended  December 31, 2005,  as set forth in the  Company's  Annual Report on Form
10-KSB for the year ended  December  31,  2005,  (the  "Annual  Report"),  these
conditions have raised substantial doubt about the Company's ability to continue
as a going concern.

                                       9
<PAGE>

Critical Accounting Policies

     The policies  identified  below are considered as critical to the Company's
business   operations  and  the   understanding  of  the  Company's  results  of
operations.  The impact of and any associated risks related to these policies on
the  Company's  business  operations  is  discussed   throughout   "Management's
Discussion and Analysis or Plan of Operation." For a detailed  discussion on the
application of these and other accounting  policies,  see Note 1 in the Notes to
the Company's  consolidated financial statements for the year ended December 31,
2005,  included in the Annual Report.  Preparation  of this Quarterly  Report on
Form  10-QSB for the  quarter  ended June 30,  2006  (this  "Quarterly  Report")
requires the Company to make estimates and assumptions  that affect the reported
amount  of  assets  and  liabilities,   disclosure  of  contingent   assets  and
liabilities,  and the reported amounts of revenue and expenses.  There can be no
assurance that actual results will not differ from those estimates.


Basis of Consolidation

     The  consolidated  financial  statements  include the accounts of i2Telecom
Delaware and SuperCaller  Community,  Inc.  ("SuperCaller"),  both of which are,
directly  or  indirectly,   wholly-owned   subsidiaries  of  the  Company.   All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

Accounting Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting  period.  Estimates are used when  accounting  for  allowances for
doubtful  accounts,  revenue  reserves,  inventory  reserves,  depreciation  and
amortization, taxes, contingencies and impairment allowances. Such estimates are
reviewed on an on-going basis and actual results could differ from those
estimates.

Revenue Recognition

     The Company  recognizes  revenue in  accordance  with SEC Staff  Accounting
Bulletin ("SAB") No. 101,  "Revenue  Recognition in Financial  Statements" ("SAB
No.  101"),  as amended by SAB No. 101A and SAB No.  101B.  SAB No. 101 requires
that four basic  criteria  must be met before  revenue  can be  recognized:  (i)
persuasive  evidence of an  arrangement  exists;  (ii)  delivery has occurred or
services  rendered;   (iii)  the  fee  is  fixed  and  determinable;   and  (iv)
collectibility is reasonably  assured.  Determination of criteria (iii) and (iv)
are  based on  management's  judgments  regarding  the  fixed  nature of the fee
charged for services rendered and products  delivered and the  collectibility of
those fees.  Should changes in conditions  cause  management to determine  these
criteria are not met for certain future transactions, revenue recognized for any
reporting period could be adversely affected. The Company has concluded that its

                                       10
<PAGE>

revenue  recognition  policy is appropriate  and in accordance  with  accounting
principles generally accepted in the United States of America and SAB No. 101.

Impairment of Long-Lived Assets

     The Company  evaluates its long-lived  assets for financial  impairment and
continues to evaluate them as events or changes in  circumstances  indicate that
the  carrying  value of such assets may not be fully  recoverable.  The carrying
value  of  long-lived  assets  is  considered   impaired  when  the  anticipated
undiscounted  cash flows from an asset is less than its carrying  value. In that
event,  a loss is recognized  for the amount by which the carrying value exceeds
the fair value of the  long-lived  asset.  The  Company has not  recognized  any
impairment losses.

Recent Accounting Pronouncements

     In March 2005, the SEC released Staff  Accounting  Bulletin No 107,  "Share
Based Payment" ("SAB 107"), which provides  interpretive guidance related to the
interaction  between SFAS 123(R) and certain SEC rules and regulations.  It also
provides  the SEC staff's  views  regarding  valuation  of  share-based  payment
regulations.  In April  2005,  the SEC  amended  the  compliance  dates for SFAS
123(R),  to allow  companies to implement  the standard at the  beginning of the
next fiscal year,  instead of the next reporting period beginning after June 15,
2005. The impact of SAB 107 had no effect on our financial statements.

     In March 2005, the FASB issued FASB  Interpretation  No. 47, Accounting for
Conditional Asset Retirement  Obligations"  ("FIN 47"). FIN 47 provides guidance
relating to the identification of and financial  reporting for legal obligations
to perform an asset retirement activity. The Interpretation requires recognition
of a liability for the fair value of a conditional  asset retirement  obligation
when incurred if the liability's fair value can be reasonably estimated.  FIN 47
also defines  when an entity would have  sufficient  information  to  reasonably
estimate  the fair value of an asset  retirement  obligation.  The  provision is
effective no later than the end of fiscal years ending after  December 15, 2005.
The Company  adopted FIN 47 beginning  the first quarter of fiscal year 2006 and
the adoption had no material impact on its financial statements.

     In May 2005,  the FASB issued FASB Statement No. 154,  "Accounting  Changes
and  Error  Corrections."  This  new  standard  replaces  APB  Opinion  No.  20,
"Accounting  Changes,  and FASB Statement No. 3, Reporting Accounting Changes in
Interim Financial Statements," and represents another step in the FASB's goal to
converge  its  standards  with those  issued by the IASB.  Among other  changes,
Statement  154  requires  that a voluntary  change in  accounting  principle  be
applied  retrospectively with all prior period financial statements presented on
the new accounting principle, unless it is impracticable to do so. Statement 154
also  provides  that (1) a change in  method of  depreciating  or  amortizing  a
long-lived  non-financial  asset  be  accounted  for  as a  change  in  estimate
(prospectively) that was effected by a change in accounting  principle,  and (2)
correction of errors in previously issued financial  statements should be termed
a  "restatement".  The new  standard is  effective  for  accounting  changes and
correction  of errors made in fiscal years  beginning  after  December 15, 2005.
Early  adoption  of this  standard  is  permitted  for  accounting  changes  and
correction of errors made in fiscal years beginning after June 1, 2005. The

                                       11
<PAGE>

Company has adopted Statement 154 and it did not have an impact on the Company's
overall results of operation of financial position.

     In February of 2006, the FASB issued SFAS No. 155,  "Accounting for Certain
Hybrid Financial Instruments"("SFAS NO. 155"), which is intended to simplify the
accounting  and improve the  financial  reporting  of certain  hybrid  financial
instruments.  (i.e.,  derivatives embedded in other financial instruments).  The
statement  amends SFAS No.  133,  "Accounting  for  Derivative  Instruments  and
Hedging  Activities",  and SFAS No. 140, "Accounting for Transfers and Servicing
of Financial Assets and  Extinguishments  of Liabilities - a replacement of FASB
Statement  No. 125.  SFAS No. 155 is  effective  for all  financial  instruments
issued or acquired  after the  beginning  of an entity's  first fiscal year that
begins after September 15, 2006. The Company is currently  evaluating the impact
of SFAS No. 155 will have on its financial statements, if any.


Quantitative and Qualitative Disclosure about Market Risk

     The  Company  believes  that it does  not  have any  material  exposure  to
interest or commodity risks. The Company does not own any derivative instruments
and does not engage in any hedging transactions.

Comprehensive Income or Loss

     The Company has no components of other comprehensive income or loss, and
accordingly, net loss equals comprehensive loss for all periods presented.

Earnings Per Share

     For the second quarter of 2006 and 2005, net loss per share is based on the
weighted average number of shares of Common Stock outstanding.  At June 30, 2006
and June 30, 2005, the Company had, on a weighted average, 43,753,604 shares and
37,045,149 shares of Common Stock outstanding, respectively.

     At June 30, 2006, the Company had outstanding 150,790,523 shares of Common
Stock and options and warrants to purchase 42,434,135 shares of Common Stock.
Consequently, on an as-converted, fully-diluted basis, the Company would have
70,474,619 shares of Common Stock outstanding at June 30, 2006.
..

Stock Compensation

     During 2004,  the Company's  shareholders  approved a stock option plan for
its officers,  directors and certain key employees.  Generally, the options vest
based on the attainment of certain performance  criteria set forth in the option
agreements. In addition, the Company has issued stock warrants to key employees,
consultants,  and certain investors, with expiration dates of one to five years.
Effective  January 1, 2005,  the Company  adopted early  application of SFAS No.
123R.  SFAS No. 123R  supersedes APB Opinion No. 25 which was previously used by

                                       12
<PAGE>

the Company. Generally, the approach in SFAS No. 123R is similar to the approach
described  in SFAS No. 123.  However,  SFAS No. 123R  requires  all  share-based
payments  to  employees,  including  grants of  employee  stock  options,  to be
recognized in the income statement based on their fair values. Under APB Opinion
No.  25,  compensation  expense  was  recorded  on the date of grant only if the
current market price of the  underlying  stock exceeds the exercise  price,  the
intrinsic value method.  Under SFAS No. 123R, the Company  recognizes an expense
over the vesting period of the fair value of all stock-based  awards on the date
of grant. Beginning January 1, 2005, all stock-based awards to non-employees are
accounted for at their fair value in  accordance  with SFAS No. 123R and related
interpretations.

     Additionally, the Company has adopted early application of SFAS No. 123R on
January 1, 2005.  The cumulative  effect of this change in accounting  principle
for periods prior to 2005 was $340,117,  net of income tax and has been included
on the statement of operations for the three months ended March 31, 2005.

     Stock  compensation  expense is comprised of the  amortization  of deferred
compensation  resulting from the grant of stock options to employees at exercise
or sale  prices  deemed to be less than fair value of the Common  Stock at grant
date, net of forfeitures  related to such employees who terminated service while
possessing unvested stock options, as these terminated employees have no further
service obligations.


Reclassifications

         Certain prior year amounts have been reclassified to conform to the
current year presentation.

Interim Financial Data

     In  the  opinion  of  management,   the  accompanying  unaudited  condensed
consolidated  financial statements have been prepared by the Company pursuant to
the rules and regulations of the SEC. These financial  statements do not include
all of the information and footnotes required by generally  accepted  accounting
principles for complete financial statements. These statements should be read in
conjunction with the Company's audited consolidated financial statements for the
year ended  December  31,  2005,  set forth in the Annual  Report.  The  interim
financial information included herein has not been audited. However,  management
believes the accompanying  unaudited  interim financial  statements  contain all
adjustments,  consisting  of only normal  recurring  adjustments,  necessary  to
present fairly the consolidated  financial position of i2 Telecom International,
Inc. and  Subsidiaries as of June 30, 2006 and June 30, 2005, and the results of
their  operations  and cash flows for the three  months ended March 31, 2006 and
2005.  The  results  of  operations  and  cash  flows  for  the  period  are not
necessarily  indicative  of the results of  operations or cash flows that can be
expected for the year ending December 31, 2006.

                                       13
<PAGE>

NOTE 2: NOTES PAYABLE
<TABLE>
<CAPTION>

Notes Payable as of June 30, 2006 and December 31, 2005:

<S>                                                                                   <C>                <C>
                                                                                      2006               2005
                                                                          ----------------- ------------------
     a. 8% note payable due to an individual previously affiliated with
     SuperCaller. The principal and all accrued interest are due and payable
     upon the Company obtaining certain levels of equity funding. These funding
     levels are expected to be met prior to December 31, 2006.                    $ 50,000          $  50,000
     b. 6% note payable due to an individual  previously affiliated with
     SuperCaller.  The  principal  and all accrued  interest are due and
     payable  upon  the  Company  obtaining  certain  levels  of  equity
     funding.  These  funding  levels  are  expected  to be met prior to
     December 31, 2006.                                                             50,000             50,000
     c. 8%  note  payable  to a  bank.  The  principal  and all  accrued
     interest were due on December 31, 2005.  In May 2006,  the maturity
     date was extended  until  December 31,  2006.The  note is unsecured
     and guaranteed by an officer of the Company.                                   65,962             80,625
     d.  12%  note  payable  due  to an  individual  shareholder  of the
     company.  The  principal  and  all  accrued  interest  were  due on
     December  31,  2005.  The note is unsecured  and  guaranteed  by an
     officer  of the  Company.  In April  2006,  the  maturity  date was
     extended until May 31, 2006.                                                  250,000            250,000
     e. 12% note payable due to a  corporation.  The  principal  and all
     accrued  interest  were  due on  September  30,  2005.The  note  is
     unsecured and guaranteed by an officer of the Company.                        100,000            100,000
     f. 12% note payable due to an  individual.  The  principal  and all
     accrued  interest were due on April 30, 2006.  In August 2006,  the
     maturity date was extended until September 15, 2006.                          300,000                  0
     g. 12% note payable to an officer & director of the Company. The principal
     and accrued interest were due on May 31, 2006. The note is unsecured. In
     August 2006, the maturity date was extended until
     Sept. 15, 2006.                                                                75,000            175,000
     h. 12% note payable due to an  corporation.  The  principal and all
     accrued  interest  were  due on  December  31,  2005.  The  note is
     unsecured and  guaranteed by an officer of the Company In May 2006,           300,000            300,000
     the maturity date was extended until September 15, 2006.
     i. 12% note payable due to an individual. The principal and all accrued
     interest were due on May 31, 2006. The note is unsecured and guaranteed by
     an officer of the Company. In August 2006, the maturity date
     was extended until September 15, 2006.                                         50,000             50,000
     j. 12% note payable due to an  individual.  The  principal  and all
     accrued  interest  were due on May 31, 2006.  The note is unsecured
     and  guaranteed by an officer of the Company.  In January 2006, the
     maturity date was extended until August 15, 2006.                              35,000             50,000
     k. 3% note payable due to an corporation controlled by a director of the
     Company. The principal and all accrued interest were due on September 30,
     2005. In August 2006, the maturity date was extended until September 15,
     2006. The note is unsecured.                                                   50,000             50,000
     l. 12% note payable due to an  individual  who is a director of the
     Company.  The  principal  and  all  accrued  interest  were  due on

                                       14
<PAGE>

     January  31,  2006.  The note is  unsecured.  In August  2006,  the
     maturity date was extended until August 15, 2006.                              50,000             50,000
     m. 3% note payable due to a corporation. The principal and all accrued
     interest were due on May 31, 2006. The note is unsecured. In August 2006,
     the maturity date was extended until December 31, 2006.                       164,500            200,000
     n. 10% note payable due to a  corporation.  The  principal  and all
     accrued  interest are due on May 15, 2006. The note is secured.  In
     May 2006, the maturity date was extended until Sept. 15, 2006.              1,000,000          1,000,000
     o. 10% note payable due to an  individual.  The  principal  and all
     accrued  interest are due on May 15, 2006. The note is secured.  In
     May 2006, the maturity date was extended until September 15, 2006.            100,000            100,000
     p. 10% note payable due to an individual. The principal and all accrued
     interest are due on May 15, 2006. The note is secured. In May 2006, the
     maturity date was extended until September 15, 2006                           100,000            100,000
     q. 8% note payable due to a corporation. The principal and all accrued
     interest are due on February 20, 2006. The note is unsecured  and
     guaranteed  by an officer of the Company.  In March 2006, the maturity was
     extended until May 31, 2006.                                                   25,000             25,000
     r.  8%  note  payable  to an  individual.  The  principal  and  all
     accrued  interest  are  due on  February  18,  2006.  The  note  is
     unsecured.  In March 2006,  the maturity was extended until May 31,
     2006.                                                                          25,000             25,000
     s. 7.5% note payable to a corporation. The principal and all accrued
     interest are due on April 1, 2007. The note is unsecured.                     168,000                  0
     t. 12% note  payable  to a  corporation.  The note was paid in full
     1st quarter of 2006.                                                                0             75,000
     u. 12% note  payable to a  individual.  On April 17th 2006 the note
     was paid down  $15,000 and the  remainder  was  converted to common
     stock of the company.                                                               0             50,000


</TABLE>
Notes Payable -continued
<TABLE>
<CAPTION>

     <S>                                                                              <C>                <C>
     Total Long Term Debt                                                        2,966,632          2,780,625
     Less:  Current Portion                                                      2,966,632          2,780,625
     Long-Term Portion                                                            $    -0-           $    -0-

</TABLE>


NOTE 3: CONVERTIBLE BONDS

     On January 9, 2006, the Company closed a financing  transaction in which it
sold 10% secured  convertible  debentures (the  "Debentures") to Cornell Capital
Partners,  LP ("Cornell") to raise $1,700,000  pursuant to a Securities Purchase
Agreement  dated  thereof (the  "Securities  Purchase  Agreement").  The Company
received $600,000 upon closing. On April 6, 2006, the Company closed a financing
transaction in which it sold 10% secured convertible debentures to Cornell. The

                                       15
<PAGE>

Company  received  $600,000 upon closing.  On May 10, 2006, the Company closed a
financing  transaction  in which it sold 10% secured  convertible  debentures to
Cornell. The Company received $550,000 upon closing.

     The Debentures  mature on January 9, 2009, April 13, 2009 and May 10, 2009,
respectively.  The Debentures are convertible  from time to time into the common
stock of the  Company by  Cornell at the price per share  equal to the lesser of
(1) ninety  percent  (95%) of the lowest  volume  weighted  average price of the
Company's common stock, as quoted by Bloomberg,  LP, for the thirty (30) trading
days  immediately  preceding the conversion date or (2) $0.10. In the event that
the volume  weighted  average price of the Company's  common stock, as quoted by
Bloomberg,  LP, is below Four Cents  ($0.04)  for ten (10)  consecutive  Trading
Days,  Cornell shall not,  unless  waived by the Company,  convert more than Two
Hundred  Thousand   Dollars   ($200,000)  of  principal  and  interest  due  and
outstanding  under the Debentures  into shares of the Company's  common stock in
any thirty (30) calendar day period.  Additionally,  Cornell may not convert the
Debentures  or exercise  the Warrant (as defined  below) if such  conversion  or
exercise  would  result  in  Cornell,   together  with  any  affiliate  thereof,
beneficially  owning (as  determined  in  accordance  with Section  13(d) of the
Securities Exchange Act of 1933 and the rules promulgated  thereunder) in excess
of 4.9% of the then issued and outstanding shares of the Company's common stock.
The  Company  has an  option  to  redeem  a  portion  or all of the  outstanding
principle  convertible  Debentures,  provided  that the  price of the  Company's
common stock is trading below the Fixed Conversion  Price, with the redeem price
of one  hundred  twenty  percent  (120%) of the  amount  redeemed  plus  accrued
interest.

<TABLE>
<CAPTION>

     Convertible bonds at June 30, 2006 and December 31, 2005:

<S>                                                       <C>            <C>
                                                          2006           2005
                                                    -----------      -----------

10% Convertible Bonds                               $1,700,000      $       -
                                                    -----------      -----------

</TABLE>


<TABLE>
<CAPTION>



NOTE 4: STOCK OPTIONS AND WARRANTS

                                                              June 30, 2006                        December 31,2005
                                                    ------------------------------------- -------------------------------------

                                                                               Weighted                             Weighted
                                                           Number of           Average           Number of           Average
                                                           Options/           Exercise          Options/           Exercise
                                                           Warrants            Price            Warrants             Price
                                                    --------------------- --------------- -------------------- ----------------
     Outstanding at Beginning of
<S>                                                         <C>                  <C>             <C>                     <C>
       Period                                               27,784,602           $ .56           22,757,921              .67
     Options Granted                                         7,570,523           $ .09            4,175,771            $ .53
     Warrants Granted                                       11,189,741           $ .14            9,467,015            $ .34
     Exercised                                             (4,062,435)           $ .00           (6,337,688)             .56
     Forfeited                                                (48,296)           $ .39           (2,278,417)           $ .55
                                                    ..................... ............... .................... ................
     Outstanding at End of Period                           42,434,135           $ .22           27,784,602            $ .57
                                                    --------------------- --------------- -------------------- ----------------
     Options Exercisable at End of
       Period                                               39,452,840           $ .22           16,918,676              .60
     Weighted-average Fair Value of
       Options Granted During the Period                                         $ .08                                 $ .32
</TABLE>

                                       16
<PAGE>

     As of June 30, 2006,  the range of option and warrant  exercise  prices for
outstanding  and  exercisable  options  and  warrants  was $.01 to $1.00  with a
weighted average remaining contractual life of 2.02 years.

NOTE 4:  STOCK APPRECIATION RIGHTS AND RESTRICTED SHARE UNITS

     On December 31, 2003, the Company  terminated its stock  appreciation  plan
and  cancelled  all  outstanding  rights  granted.   As  consideration  for  the
consideration of rights cancelled,  each employee  received  restricted stock or
cancellation  of their notes  receivable at rate of $3.00 per right. On December
31, 2003, the Company amended its 2002 Stock Option Plan to properly  administer
the granting of restricted stock. Under the amended plan,  employees are granted
restricted share units without cost to the employee.  Each restricted share unit
awarded to a  participant  represents  an unfunded,  unsecured  right,  which is
nontransferable  except in the event of death,  of the  employee  to receive one
share of  common  stock,  $.01 par  value,  of  i2Telecom  Delaware  on the date
specified in the grant.  As a result of the Merger each such right was converted
into the right to receive  shares of Common Stock,  no par value per share,  and
Preferred  Stock Series B, no par value per share (the  "Preferred  Stock Series
B"), as outlined in the Merger  Agreement.  The  restricted  share units granted
under the plan vest  evenly  over  three  years,  with  immediate  vesting  upon
termination.


         Information with respect to restricted share units as of June 30, 2006
and 2005 is as follows:
<TABLE>
<CAPTION>

                                                                                       2006                   2005
                                                                       ....................... ......................
<S>                                                                                 <C>                  <C>
     Restricted Units-Beginning of Year                                             382,588              1,102,088
     Restricted Units Granted                                                     6,000,000                    -0-
     Transfer to Common Stock Due to Lapse of Restrictions                       (1,191,284)                   -0-
                                                                       ....................... ......................
     Restricted Units-End of Year                                                 5,191,284              (367,363)
                                                                       ----------------------- ----------------------
     Weighted Average Fair Value of Shares                                           $  .07                734,725
     Pre-Tax Compensation Expense Charged to                                                                $  .45
       Earnings, net of cancellations                                                $  -0-
</TABLE>




Item 2. Management's Discussion and Analysis or Plan of Operation

     Certain  statements in this  Quarterly  Report and in future filings by the
Company with the SEC and in the Company's  written and oral  statements that are
not statements of historical facts are  "forward-looking  statements" within the
meaning of the  Private  Securities  Litigation  Reform  Act of 1995.  The words
"believe," "expect,"  "anticipate," "intend," "will" and similar expressions are
examples  of words that  identify  forward-looking  statements.  Forward-looking
statements  include,   without  limitation,   statements  regarding  our  future
financial  position,   business  strategy  and  expected  cost  savings.   These
forward-looking  statements  are  based  on our  current  beliefs,  as  well  as
assumptions we have made based upon information currently available to us.

                                       17
<PAGE>

     Each  forward-looking  statement reflects our current view of future events
and is subject to risks, uncertainties and other factors that could cause actual
results  to differ  materially  from any  results  expressed  or  implied by our
forward-looking statements. Important factors that could cause actual results to
differ materially from the results  expressed or implied by any  forward-looking
statements include:

      o our ability to fund future growth;
      o our ability to become profitable;
      o the volatility of the price of our Common Stock;
      o market demand for and market acceptance for our products;
      o our ability to protect our intellectual property rights;
      o new regulation and legislation;
      o trends for the continued growth of our business and other businesses we
        may acquire;
      o our ability to successfully  market existing  products and services and
        develop and market new products and services;
      o our ability to expand our market for existing products and services;
      o the effects of our accounting policies and general changes in accounting
        principles  generally accepted in the United States of America;
      o General economic  conditions of the  telecommunications  market,
        including the new and evolving market for next-generation communications
        solutions; and
      o other risks and uncertainties disclosed in our Annual Report.

     On  Monday,  November  7,  the  Federal  Communications   Commission  (FCC)
(www.fcc.gov)  Enforcement  Bureau issued further  revisions to E911  compliance
requirements for interconnected VoIP service providers.

     In the latest policy, VoIP providers won't be forced to cut off subscribers
who don't receive E911 services by November 28, 2005.  However,  VoIP  companies
will be expected to stop marketing  their service and accepting new customers in
service areas that aren't equipped to do E911 call routing,  even if subscribers
would be able to get "basic" 911 service.  The FCC document states  "Although we
do not require  providers that have not achieved full 911 compliance by November
28, 2005, to  discontinue  the provision of  interconnected  VoIP service to any
existing customers,  we do expect that such providers will discontinue marketing
VoIP service,  and accepting new customers for their service, in all areas where
they are not  transmitting  911 calls to the appropriate PSAP in full compliance
with the Commission's rules."

     As of the date of this report the Company has only partly met the FCC's
order for E911 compliance.

     All subsequent forward-looking statements relating to the matters described
in this document and  attributable  to us or to persons acting on our behalf are
expressly  qualified in their entirety by such factors. We have no obligation to
publicly  update or revise  these  forward-looking  statements  to  reflect  new
information, future events, or otherwise, except as required by applicable

                                       18
<PAGE>

Federal securities laws, and we caution you not to place undue reliance on these
forward-looking statements.

Business of the Company

     The Company, through its subsidiary,  i2Telecom Delaware, provides low-cost
telecommunications  services employing  next-generation  VoIP technology.  These
operations are based in Atlanta, Georgia, and Redwood City, California.  Through
i2Telecom  Delaware,  the Company  controls its own  proprietary  technology and
outsources the majority of its  production and service  functions with strategic
partners. The Company, through i2Telecom Delaware,  provides the VoiceStick(TM),
micro  gateway  adapters  (InternetTalker(TM)),  VoIP  long  distance  and other
enhanced  communication  services  to  subscribers.  The  Company's  proprietary
technology  platform  is  built  to  the  Session  Initiation  Protocol  ("SIP")
standard.  The Company's revenue model now includes revenue from the sale of the
VoiceStick(TM) and other integrated access devices ("IADs") along with recurring
monthly  subscriptions  and call minute  termination.  The Company  believes its
proprietary technology provides meaningful advantages  particularly in the areas
of ease of use, high quality service, and low cost and robust features.

     The Company's proprietary technology platform is built to the SIP standard
and offers the end user the following primary benefits:

     o  near carrier grade quality of service;

     o  low cost long distance calling worldwide;

     o  broadband access via laptop with the Company's VoiceStick(TM);

     o  broadband technology in the Company's InternetTalker(TM) IAD;

     o  plug and play technology using traditional phones (including cellular)
        without professional installation; and

     o  unlimited global calling among VoiceStick(TM) and InternetTalker(TM) IAD
        users with a minimal monthly subscription.

     The Company's management intends to focus solely upon VoIP as the Company's
primary line of business.  In addition,  the Company's  management is constantly
exploring  various  strategic  alternatives,  including  partnering  with  other
telecommunication   companies,  both  foreign  and  domestic,  and  engaging  in
acquisitions  of  strategic   competitors   and/or   telecommunication   service
providers.  There can be no assurances that such efforts will be successful. The
Company may finance these new business  opportunities  through a combination  of
equity and/or debt. If the Company determines to finance these  opportunities by

                                       19
<PAGE>

issuing  additional  equity,  then such equity may have  rights and  preferences
superior to the outstanding  Common Stock and Preferred  Stock, and the issuance
of such equity will dilute the ownership  percentage  of the Company's  existing
shareholders.  If the  Company  determines  to finance  these  opportunities  by
incurring  debt, then such debt may not be available to the Company on favorable
terms, if at all.

RESULTS OF OPERATIONS

     Revenues decreased from $266,230 for the second quarter of 2005 to $136,975
for the second  quarter of 2006.  The  decrease  in  revenues  was driven by the
Company's reorganization focusing from product to service offerings.

     Cost of revenues  decreased  from  $289,071  for second  quarter of 2005 to
$131,179 for second  quarter of 2006.  The decrease was driven by the  Company's
reorganization focusing from product to service offerings.

     Gross  profit for the second  quarter of 2006 was $5,796 as  compared  to a
gross loss of $22,841 for the second quarter of 2005.

     Sales,  general and administrative  expenses for the second quarter of 2006
were  $1,442,427  as compared to  $1,896,804  for the same period in 2005.  This
decrease was  attributable  to reductions of payroll and related  expenses.  The
Company  incurred  $233,471 of non recurring  expenses of the  $1,442,626 of SGA
expense for the secondsecond quarter 2006.

     Loss from operations for the second quarter of 2006 as compared to the
second quarter of 2005 decreased from $1,919,645 to $1,436,631 due to the
decrease in sales, general and administrative expenses for the secondsecond
quarter.

     Net loss for the second quarter of 2006 was $1,527,662 as compared to a net
loss for the same period in 2005 of $1,927,861. The decrease in net loss for the
second quarter 2006 as compared to the same period in 2005 is due to the
Company's continued reduction in operating costs.

     The Company's net accounts  receivable  balance  decreased between June 30,
2005 and June 30, 2006 by  approximately  $427,000.  This decrease is due to the
increase in reserves for doubtful accounts quarter over quarter of $50,000.  The
Company's  inventory  decreased by approximately  $327,000 between June 30, 2005
and June 30, 2006.  The inventory  decrease was primarily due to the write off`s

                                       20
of obsolete inventory.
<PAGE>

<TABLE>
<CAPTION>

                                                                      For the Three Months Ended
                                                                               June 30,
                                               --------------------------------------------------------------------------

                                                          2006                2005              Variance         Percentage
                                                          ----                ----              --------         ----------
<S>                                                    <C>                 <C>               <C>                <C>
Gross Revenue                                         $  136,975          $  266,230           $(129,155)          (24.85%)
Cost of Sales                                            172,489             289,071            (116,582)          (39.31%)
                                                      ----------          ----------           ----------          --------
Gross Profit                                          $ (35,514)          $ (22,841)           $ (12,673)          (55.48%)

Operating Expenses:
General and Administrative Expenses                   $1,434,016          $1,896,804           $(462,788)          (19.30%)
Other Income (Expense) Net                              (91,032)             (8,216)             (82,816)           123.84%
                                                      ----------          ----------           ----------          --------
Net Loss                                              $1,560,562          $1,927,861           $  367,299            19.05%
                                                      ==========          ==========           ==========          ========
</TABLE>

RESULTS OF OPERATIONS

     Results of operations  for the six months ended June 30, 2006 compared with
the results of operations as for the six months ended June 30, 2005

     Revenues  decreased from $452,538 for the six months ended June 30, 2005 to
$276,978 for the six months ended June 30, 2006.  Revenues decreased as a result
of a change  from a  product  driven  business  model to a  service  model  with
recurring revenues.

     Cost of revenues  decreased from $406,097 for the six months ended June 30,
2005 to $243,505  the six months  ended June 30,  2006.  This  decrease is again
attributable  a change from a product  driven  business model to a service model
with recurring revenues during the six months ended June 30, 2006 as compared to
the six months ended June 30, 2005.

     Gross profit for the six months ended June 30, 2006 was $74,783 as compared
to gross profit of $46,441 for the six months ended June 30, 2005.  The decrease
is due primarily to a change from a product  driven  business model to a service
model with recurring revenues.

     Loss from  operations  for six months  ended June 30,  2006 was  $2,736,933
compared to $3,548,070  for the six months ended June 30, 2005.  Total  selling,
general and  administrative  expenses for the six months ended June 30, 2006 was
$2,811,717  compared to $3,594,511  for the six months ended June 30, 2005.  The
majority of the selling,  general and administrative  expense decrease came from
decreased   personnel  costs  and  decreased   costs   associated  with  product
development.

     Finally,  net loss for the six months ended June 30, 2006 was $2,878,801 as
compared to a net loss for the six months ended June 30, 2005 of $3,900,201. The
decrease in net loss is a result of the Company's  continued  reduction spending
on overhead and the costs associated with the continued research and development
expenditures on the Company's products.

                                       21
<PAGE>

<TABLE>
<CAPTION>

                                                                      For the Six Months Ended
                                                                                 June 30,
                                                  ------------------------------------------------------------------------

<S>                                                    <C>                <C>
                                                       2006               2005             Variance          Percentage
                                                       ----               ----             --------          ----------
Gross Revenue                                       $  276,978           $  452,538         $(175,560)           (38.79%)
Cost of Sales                                          243,505              406,097          (162,592)           (40.04%)
                                                    ----------           ----------         ----------         ----------
Gross Profit                                        $   33,473           $   46,441          ($12,968)           (27.92%)
Operating Expenses:
General and Administrative Expenses                 $2,803,306           $3,594,511         ($791,205)             22.01%
Other Income (Expense)  Net                          (141,867)              12,014)          (129,853)         (1080.84%)
                                                    ----------           ----------         ----------         ----------
Net Loss                                            $2,911,700           $3,560,084         ($648,384)             18.21%
                                                    ==========           ==========         ==========         ==========
</TABLE>


RESULTS OF OPERATIONS-CONTINUED
LIQUIDITY AND CAPITAL RESOURCES


Liquidity and capital resources as of June 30, 2006 as compared with liquidity
and capital resources as of June 30, 2005.

     On  June  30,  2006,  the  Company  had  a  working   capital   deficit  of
approximately  $7,244,102  compared  to June 30,  2005  when the  Company  had a
working  capital  deficit of  approximately  $2,195,000.  The Company's  working
capital position decreased by approximately $5,049,102 for the period ended June
30, 2006 as compared to the period ended June 30, 2005.  The decrease in working
capital was primarily due to a decrease in cash of approximately $5,000 increase
in accounts payable of approximately  $1,360,000,  and increase in notes payable
of  approximately  $1,598,000.   Net  cash  used  in  operating  activities  was
($1,143,332) for the six months ended June 30th of 2006.  Again, the increase in
net cash used in operating activities between June 30, 2006 and June 30, 2005 is
attributable  to a decrease in accounts  receivable of  approximately  $427,000,
decrease in  inventories of  approximately  $327,000 and an increase in accounts
payable of approximately $1,360,000. Net loss of approximately $2,878,801 is
reduced  by  non-cash  items  of  depreciation  and  amortization  amounting  to
approximately $573,580. Primary sources of cash inflows from operations are from
sales of the  VoiceStick(TM),  VoiceStick(TM)  activation  charges and  pre-paid
charges and receivables collected from sales to customers for the Company's IAD,
as well as the  collection of revenue for carrying long distance  calls and from
monthly  service  fees.  Future  cash  inflows  from  sales are  subject  to the
Company's pricing and ability to procure business at existing market conditions.

     Net cash used in investing  activities was approximately  ($74,000) for the
six months ended June 30th of 2006 as compared to  approximately  ($66,095)  for
the same period in 2005. Both periods investing activities were primarily due to

                                       22
<PAGE>

equipment purchases and payment for patents and trademarks.

     Cash flows provided by financing  activities were approximately  $1,098,240
for the six months  ended June 30th of 2006 as  compared to  $2,347,001  for the
same period in 2005. The principal source of cash for the second quarter of 2006
was from the issuance of convertible bonds of $1,150,000


OFF BALANCE SHEET ARRANAGEMENTS

None.

Item 3:  Controls and Procedures

     The Company's Chief Executive  Officer and principal  financial officer has
evaluated  the  Company's  controls and  procedures  (as such term is defined in
Rules 13a-15(e) and 15d-15(c) of the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act")),  as of the end of the period  covered by this Quarterly
Report,  as required by paragraph  (b) of Rules 13a-15 or 15d-15 of the Exchange
Act. Based on such evaluation, such officer has concluded that, as of the end of
the  period  covered  by this  Quarterly  Report,  the  Company's  controls  and
procedures are effective.

                                       23
<PAGE>



                            PART II-OTHER INFORMATION

Item 1.  Legal Proceedings

     The Company is not a party to any  material  legal  proceedings  other than
ordinary  routine  claims and  proceedings  incidental  to its  business and the
Company  does  not  expect  these  ordinary  claims  and   proceedings,   either
individually  or in the  aggregate,  to have a  material  adverse  effect on the
Company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.


     In April 2006,  the Company  issued to Cornell  Capital,  an  aggregate  of
73,113,333  shares  of  Common  Stock  as  additional  collateral  to  meet  the
requirement  100,000,000  shares of Common Stock issued.  Previously in December
2005,  26,886,667  shares of Common Stock were issued to Cornell Capital.  These
shares were issued collectively in connection with an investment in the Company.
The shares were issued without registration under the Securities Act in reliance
upon the exemptions from  registration  set forth in Section 4(2) and Regulation
D.  The  Company  based  such  reliance  upon  factual  representations  by  the
recipients of the shares to the Company regarding their investment  interest and
sophistication,  among other things.  However, these shares are registered under
the Company's last registration statement.  The Company's registration statement
became effective on May 26, 2006 with the Securities & Exchange Commission.

     Also in April 2006,  the  Company  issued to  Richardson  & Patel and Peter
Hogan,  general counsel to the Company, an aggregate of 500,000 shares of Common
Stock in lieu of $63,000 in fees due over a four month period in connection with
services  provided by them to the Company.  The shares were issued in April 2006
without  registration  under the  Securities Act in reliance upon the exemptions
from  registration set forth in Section 4(2) and Regulation D. The Company based
such reliance upon factual  representations  by the  recipients of the shares to
the Company regarding their investment interest and sophistication,  among other
things.  However,  these shares are entitled to "piggyback  registration" rights
upon  filing  of  the  Company's  next  registration  statement.  The  Company's
registration  statement  became  effective on May 26, 2006 with the Securities &
Exchange Commission.


     On April 6, 2006,  the Company  closed a financing  transaction in which we
sold 10% secured  convertible  debentures (the "Cornell  Debentures") to Cornell
Capital  Partners,   LP  ("Cornell")  to  raise  another  $600,000  The  Cornell
Debentures  mature on January 9, 2009 and April 6, 2009. The Cornell  Debentures
are convertible  from time to time into our common stock by Cornell at the price
per share equal to the lesser of (1) ninety  percent  (95%) of the lowest volume
weighted average price of our common stock, as quoted by Bloomberg,  LP, for the
thirty (30) trading days immediately preceding the conversion date or (2) $0.10.
In the event that the volume  weighted  average  price of our common  stock,  as
quoted by Bloomberg,  LP, is below Four Cents  ($0.04) for ten (10)  consecutive
Trading  Days,  Cornell shall not,  unless  waived by us,  convert more than Two
Hundred  Thousand   Dollars   ($200,000)  of  principal  and  interest  due  and

                                       24
<PAGE>

outstanding under the Cornell  Debentures into shares of our common stock in any
thirty  (30)  calendar  day  period.  Additionally,  Cornell may not convert the
Debentures  or exercise  the Warrant (as defined  below) if such  conversion  or
exercise  would  result  in  Cornell,   together  with  any  affiliate  thereof,
beneficially  owning (as  determined  in  accordance  with Section  13(d) of the
Securities  Exchange Act of 1933 and the rules promulgated  thereunder in excess
of 4.9% of the then issued and  outstanding  shares of our common stock. We have
an  option to redeem a portion  or all of the  outstanding  principal  under the
convertible  Debentures,  provided that the price of our common stock is trading
below the Fixed Conversion  Price, of the redemption price of one hundred twenty
percent (120%) of the amount redeemed plus accrued interest.

     Also in April  2006,  1,663,609  shares of Common  Stock were  issued to 12
individuals and  institutional  investors of the Company's Series D and Series E
convertible  preferred shares in lieu of $251,238 of preferred dividends for the
second , third and fourth  quarters  of 2005.  The shares  were  issued  without
registration  under the  Securities  Act in reliance  upon the  exemptions  from
registration  set forth in Section 4(2) and Regulation D. The Company based such
reliance  upon factual  representations  by the  recipients of the shares to the
Company  regarding their  investment  interest and  sophistication,  among other
things.  However,  these shares are entitled to "piggyback  registration" rights
upon  filing  of  the  Company's  next  registration  statement.  The  Company's
registration  statement  became  effective on May 26, 2006 with the Securities &
Exchange Commission.

     Also in April  2006,  the Company  issued to one  investor  Vestal  Venture
Capital and University Bank three-year warrants to purchase aggregate of 100,000
shares  of  Common  Stock  at an  exercise  price  of $0.10  per  share,  vested
immediately  upon the date of grant with a  three-year  expiration  period.  The
warrants were issued in lieu of additional  consideration for loan extensions to
the Company.  The warrants were issued without registration under the Securities
Act in reliance upon the exemptions from  registration set forth in Section 4(2)
and  Regulation D. The Company based such reliance upon factual  representations
by the  recipients  of the warrants to the Company  regarding  their  investment
interest and sophistication, among other things.

     Also in April  2006,  the  Company  issued to Kenny  Securities,  financial
advisor to the Company,  an aggregate of 200,000  shares of Common Stock in lieu
of $25,000 in fees due.  The shares  were  issued in  connection  with  services
provided by them to the  Company.  The shares were issued  without  registration
under the Securities Act in reliance upon the exemptions from  registration  set
forth in Section 4(2) and  Regulation  D. The Company  based such  reliance upon

                                       25
<PAGE>

factual representations by the recipients of the shares to the Company regarding
their investment interest and sophistication, among other things. However, these
shares are  entitled  to  "piggyback  registration"  rights  upon  filing of the
Company's next  registration  statement.  The Company's  registration  statement
became effective on May 26, 2006 with the Securities & Exchange Commission.

     Also in April  2006,  the  Company  issued to Mr.  Phipps an  aggregate  of
350,000  shares  of  Common  Stock in lieu of a  $35,000  promissory  note  with
interest.  The shares were issued without  registration under the Securities Act
in reliance upon the exemptions from  registration set forth in Section 4(2) and
Regulation D. The Company based such  reliance upon factual  representations  by
the recipients of the shares to the Company regarding their investment  interest
and sophistication,  among other things.  However,  these shares are entitled to
"piggyback  registration"  rights upon filing of the Company's next registration
statement. The Company's registration statement became effective on May 26, 2006
with the Securities & Exchange Commission.

     Also in April 2006,  the Company issued to CEOCast,  an investor  relations
advisory  firm  providing  services to the  Company,  an  aggregate of 1,000,000
shares  of Common  Stock in lieu of  $100,000  in fees due over the next  twelve
month  period.  The shares were issued in connection  with services  provided by
them to the Company.  The shares are to be issued without registration under the
Securities Act in reliance upon the exemptions  from  registration  set forth in
Section 4(2) and  Regulation  D. The Company  based such  reliance  upon factual
representations  by the recipients of the shares to the Company  regarding their
investment  interest and  sophistication,  among other  things.  However,  these
shares are  entitled  to  "piggyback  registration"  rights  upon  filing of the
Company's next  registration  statement.  The Company's  registration  statement
became effective on May 26, 2006 with the Securities & Exchange Commission.


     Also in April  2006,  the  Company  had  issuable  to  Mssrs.  Lippert  and
Heilshorn,  consultants to the Company, an aggregate of 180,000 shares of Common
Stock in lieu of $18,000 in fees due. The shares were issued in connection  with
services  provided  by them to the  Company.  The  shares  were  issued  without
registration  under the  Securities  Act in reliance  upon the  exemptions  from
registration  set forth in Section 4(2) and Regulation D. The Company based such
reliance  upon factual  representations  by the  recipients of the shares to the
Company  regarding their  investment  interest and  sophistication,  among other
things.  However,  these shares are entitled to "piggyback  registration" rights
upon filing of the Company's next registration statement.  The Company has filed
a registration  statement on April 13, 2006 and is working with the Securities &
Exchange Commission to declare it effective. Additionally, the Company issued to
Mssrs. Lippert and Heilshorn three-year warrants to purchase aggregate of 54,000
shares  of  Common  Stock  at an  exercise  price  of $1.00  per  share,  vested
immediately  upon the date of grant with a  three-year  expiration  period.  The
warrants were issued in lieu of additional  consideration  for a discount to the
consulting  agreement  with  the  Company.  The  warrants  were  issued  without
registration  under the  Securities  Act in reliance  upon the  exemptions  from
registration  set forth in Section 4(2) and Regulation D. The Company based such
reliance upon factual  representations  by the recipients of the warrants to the
Company  regarding their  investment  interest and  sophistication,  among other
things.


     On May 10, 2006,  the tCompany  closed a financing  transaction in which we
sold 10% secured  convertible  debentures (the "Cornell  Debentures") to Cornell
Capital Partners, LP ("Cornell") to raise $550,000 immediately prior to the date
the registration  statement is declared effective by the Securities and Exchange
Commission (the "Commission"). The Cornell Debentures mature on January 9, 2009,
April 9, 2009 and May 10, 2009. The Cornell Debentures are convertible from time
to time into our common  stock by  Cornell  at the price per share  equal to the
lesser of (1) ninety percent (95%) of the lowest volume  weighted  average price
of our common  stock,  as quoted by  Bloomberg,  LP, for the thirty (30) trading
days  immediately  preceding the conversion date or (2) $0.10. In the event that
the volume  weighted  average price of our common stock, as quoted by Bloomberg,
LP, is below Four Cents ($0.04) for ten (10) consecutive Trading Days, Cornell

                                       26
<PAGE>

shall not, unless waived by us, convert more than Two Hundred  Thousand  Dollars
($200,000)  of  principal  and interest  due and  outstanding  under the Cornell
Debentures  into  shares of our common  stock in any thirty  (30)  calendar  day
period.  Additionally,  Cornell may not convert the  Debentures  or exercise the
Warrant (as  defined  below) if such  conversion  or  exercise  would  result in
Cornell, together with any affiliate thereof, beneficially owning (as determined
in accordance with Section 13(d) of the Securities  Exchange Act of 1933 and the
rules  promulgated  thereunder)  in  excess  of  4.9%  of the  then  issued  and
outstanding shares of our common stock. We have an option to redeem a portion or
all of the outstanding principal under the convertible Debentures, provided that
the price of our common stock is trading below the Fixed  Conversion  Price,  of
the redemption price of one hundred twenty percent (120%) of the amount redeemed
plus accrued interest.

     Also in May 2006, the Company issued to Troon and Mssrs.  McGraw and Glazov
three-year warrants to purchase aggregate of 1,200,000 shares of Common Stock at
an exercise price of $0.15 per share,  vested immediately upon the date of grant
with a  three-year  expiration  period.  The  warrants  were  issued  in lieu of
additional  consideration for a loan extension to the Company. The warrants were
issued  without  registration  under the  Securities  Act in  reliance  upon the
exemptions  from  registration  set forth in Section 4(2) and  Regulation D. The
Company based such reliance upon factual  representations  by the  recipients of
the  warrants  to  the  Company   regarding   their   investment   interest  and
sophistication, among other things.

     Also in May 2006,  1,225,000  shares of Common  Stock  were  issuable  upon
exercise of a warrant  exercisable  until May 11, 2011 to 5 individuals,  Mssrs.
Collins,  Dohrman,  Hamilton,  Klages and Olson and 1 Trust,  F/B/O,  Mr. & Mrs.
Swift, at an exercise price of $0.10 per share (subject to customary adjustments
in accordance with the terms thereof). The warrants are issuable as compensation
for services rendered by the shareholders sto the Company. Brian Swift exercises
on behalf of the "Trust" voting and dispositive power with respect to the shares
of Common Stock  registered  hereby for the account of the Selling  Shareholder.
The Selling  Shareholders  are an affiliate of a registered  broker-dealer.  The
Seller Shareholders have certified to the Company that the Selling  Shareholders
received the securities  convertible  or  exercisable  into the shares of Common
Stock  registered  hereby in the ordinary  course of business and at the time of
such receipt had no agreements or  understandings  with any person to distribute
such shares of Common Stock.

     Also in May 2006, the Company issued to Mssrs.  Arena,  Braswell and Phipps
three-year  warrants to purchase  aggregate of 826,974 shares of Common Stock at
an exercise price of $0.10 per share,  vested immediately upon the date of grant
with a three-year  expiration  period. The warrants were issued in consideration
of  collateral  made  available  for benefit of the Company.  The warrants  were
issued  without  registration  under the  Securities  Act in  reliance  upon the
exemptions  from  registration  set forth in Section 4(2) and  Regulation D. The
Company based such reliance upon factual  representations  by the  recipients of
the  warrants  to  the  Company   regarding   their   investment   interest  and
sophistication, among other things.

     Also in May 2006, the Company issued to one investor Vestal Venture Capital
and University Bank three-year  warrants to purchase aggregate of 200,000 shares

                                       27
<PAGE>

of Common Stock at an exercise price of $0.10 per share, vested immediately upon
the date of grant with a three-year  expiration period. The warrants were issued
in lieu of additional  consideration  for loan  extensions  to the Company.  The
warrants were issued without  registration  under the Securities Act in reliance
upon the exemptions from  registration  set forth in Section 4(2) and Regulation
D.  The  Company  based  such  reliance  upon  factual  representations  by  the
recipients of the warrants to the Company  regarding their  investment  interest
and sophistication, among other things.

     In July 2006, the Company issued to one investor Vestal Venture Capital and
University Bank three-year  warrants to purchase  aggregate of 200,000 shares of
Common Stock at an exercise price of $0.10 per share,  vested  immediately  upon
the date of grant with a three-year  expiration period. The warrants were issued
in lieu of additional  consideration  for loan  extensions  to the Company.  The
warrants were issued without  registration  under the Securities Act in reliance
upon the exemptions from  registration  set forth in Section 4(2) and Regulation
D.  The  Company  based  such  reliance  upon  factual  representations  by  the
recipients of the warrants to the Company  regarding their  investment  interest
and sophistication,  among other things. Also, in July 2006, 2,000,000 shares of
Common  Stock were issued to 1  corporation,  an  institutional  investor of the
Company's Series D convertible preferred shares which were converted. The shares
were issued without  registration  under the Securities Act in reliance upon the
exemptions  from  registration  set forth in Section 4(2) and  Regulation D. The
Company based such reliance upon factual  representations  by the  recipients of
the  shares  to  the   Company   regarding   their   investment   interest   and
sophistication,  among other things. However, a portion of these shares are have
been registered with the Company's last registration statement now in effect.

     In August 2006,  75,000 shares of Common Stock were issued to 1 individual,
an investor of the Company's  Series D convertible  preferred  shares which were
converted.  The shares were issued without registration under the Securities Act
in reliance upon the exemptions from  registration set forth in Section 4(2) and
Regulation D. The Company based such  reliance upon factual  representations  by
the recipients of the shares to the Company regarding their investment  interest
and sophistication,  among other things.  However, a portion of these shares are
have been  registered  with the  Company's  last  registration  statement now in
effect.

Item 3.  Defaults Upon Senior Securities

     As of June 30, 2006,  the Company is in arrears in the payment of dividends
in the amount of $196,000 owed in respect of the Company's outstanding Preferred
Stock Series D and Preferred  Stock Series E. Interest was 7% annual  percentage
rate ("APR") year 1 from 8/11/04,  then 8% APR for year 2 and 9% APR for year 3.
Interest rate calculation varies during the first quarter period March 31, 2006.
Default  interest rate accrues at 13% per annum.  On April 17, 2006, the Company
issued  1,663,611 shares of common stock in lieu of $251,234 of interest owed in
respect of the  Company's  outstanding  Preferred  Stock Series D and  Preferred
Stock Series E.

                                       28
<PAGE>

Item 4. Submission of Matters to a Vote of Security Holders None

Item 5. Other Information
None.


Item 6.  Exhibits

         The exhibits required to be filed with this Quarterly Report are set
forth on the Exhibit Index filed herewith.




                                       29
<PAGE>



                                    SIGNATURE

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                         i2 TELECOM INTERNATIONAL, INC.




Date: August 18, 2006            /S/  Paul R. Arena
                                 -------------------------------------
                                 Paul R. Arena,
                                 Chairman of the Board,
                                 Chief Executive Officer and Principal
                                        Financial Officer




                                       30
<PAGE>




                       EXHIBIT INDEX

3.1.1    Articles of Incorporation, as amended

3.1.2    Incorporated by reference to Exhibit 3.1 to the Company's Annual Report
         on Form 10-KSB for the year ended December 31, 2003.

3.1.3    Bylaws, as amended Incorporated by reference to Exhibit 3.1 to the
         Company's Annual Report on Form 10-KSB for the year ended December 31,
         2003.

3.1.4    Certificate of Designations of Rights and Preferences Incorporated by
         reference to Exhibit 3.1 to the Company's of Preferred Stock Series D
         of i2 Telecom Current Report on Form 8-K filed August 13, 2004.
         International, Inc.

3.1.5    Amendment to the Company's Articles of Incorporated by reference to
         Exhibit 3.1 to the Company's Incorporation filed June 3, 2004.
         Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004.

3.1.6    Amendment to the Company's Articles of Incorporated by reference to
         Exhibit 3.2 to the Company's Incorporation filed August 10, 2004.
         Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004.

3.1.7    Certificate of Designation to series D& E [where incorporated by
         reference?]

3.1.8    Amendment from March 29 [?]

10.1     Secured Convertible debenture dated May 10, 2006 between the Company
         and Cornell Capital Partner LP.

31.1     Rule  13a-14(a)/15d-14(a)  Certification  by the  Company's  Chief
         Executive  Officer and Principal  Financial  Officer filed herewith.

32.1     Section 1350 Certification by the Company's Chief Executive Officer and
         Principal Financial Officer filed herewith





                                       31
<PAGE>




                                                                    Exhibit 31.1
                                  Certification

I, Paul R. Arena, Chief Executive Officer and Principal  Financial Officer of i2
Telecom International, Inc. certify that:

1.                I have reviewed this Quarterly Report on Form 10-QSB for the
                  quarter ended June 30, 2006 of i2 Telecom International, Inc.;

2.                Based on my knowledge, this report does not contain any untrue
                  statement of a material fact or omit to state a material fact
                  necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading with respect to the period covered by this report;

3.                Based on my knowledge, the financial statements, and other
                  financial information included in this report, fairly present
                  in all material respects the financial condition, results of
                  operations and cash flows of the small business issuer as of,
                  and for, the periods presented in this report;

4.                As the sole certifying officer, I am are responsible for
                  establishing and maintaining disclosure controls and
                  procedures (as defined in Exchange Act Rules 13a-15(e) and
                  15d-15(e)) for the small business issuer and have:

(a)               Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the small business issuer, including its consolidated
                  subsidiaries, is made known to us by others within those
                  entities, particularly during the period in which this report
                  is being prepared;

(b)               Evaluated the effectiveness of the small business issuer's
                  disclosure controls and procedures and presented in this
                  report our conclusions about the effectiveness of the
                  disclosure controls and procedures, as of the end of the
                  period covered by this report based on such evaluation; and

(c)               Disclosed in this report any change in the small business
                  issuer's internal control over financial reporting that
                  occurred during the registrant's most recent fiscal quarter
                  (the registrant's fourth fiscal quarter in the case of an
                  annual report) that has materially affected, or is reasonably
                  likely to materially affect, the small business issuer's
                  internal control over financial reporting; and

5.                As the small business issuer's other certifying officer(s) and
                  I have disclosed, based on my most recent evaluation of
                  internal control over financial reporting, to the registrant's
                  auditors and the audit committee of the registrant's board of
                  directors (or persons performing the equivalent functions):

(a)               All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

(b)               Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the small
                  business issuer's internal control over financial reporting.

Date: August 18, 2006
                                /S/ Paul R. Arena
                                 -------------------------------------
                                 Paul R. Arena,
                                 Chairman of the Board,
                                 Chief Executive Officer and Principal
                                        Financial Officer
                                       32
<PAGE>




                                                                    Exhibit 32.1

                           SECTION 1350 CERTIFICATION

I, Paul R.  Arena,  Chairman  of the Board,  Chief  Executive  Officer and Chief
Financial Officer of i2 Telecom International,  Inc. (the "Company"),  do hereby
certify in accordance with 18 U.S.C. ss.1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.       The Quarterly Report on Form 10-QSB of the Company for the period ended
         June 30, 2006 (the "Periodic Report") fully complies with the
         requirements of section 13(a) or 15(d) of the Securities Exchange Act
         of 1934 (15 U.S.C. ss.ss.78m or 78o(d)); and

2.       The information contained in the Periodic Report fairly presents, in
         all material respects, the financial condition and results of
         operations of the Company.

Dated: August 18, 2006

                                /S/ Paul R. Arena
                                 -------------------------------------
                                 Paul R. Arena,
                                 Chairman of the Board,
                                 Chief Executive Officer and Principal
                                        Financial Officer




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