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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-KSB/A

Amendment No. 3

(Amending Items 8A and 13)



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(Mark One)

|x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------



For the fiscal year ended December 31, 2004.



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------



For the transition period from  to



Commission file number: 0-27704



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i2 TELECOM INTERNATIONAL, INC.

(Name of Small Business Issuer in its Charter)



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



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



(770) 512-7174

(Issuers Telephone Number, Including Area Code)



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Securities registered under Section 12(b) of the Exchange Act: None



Securities registered under Section 12(g) of the Exchange Act:



Common Stock, no par value

(Title of class)



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Check whether the issuer: (1) 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 registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



Check if
there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. ̈



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act.):    Yes ̈No ̈



The
issuers revenues for its most recent fiscal year were $547,656.



The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold as March 15, 2005 was approximately $24,066,020.



State the number of shares outstanding of each of the issuers classes of common equity,
as of the latest practicable date: As of March 15, 2005, 34,381,172 shares of the issuers common stock were outstanding.



DOCUMENTS INCORPORATED BY REFERENCE: None.



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EXPLANATORY NOTE



This Amendment No. 3 to Form 10-KSB/A amends Items 8A and 13 of the Annual Report on Form 10-KSB of i2 Telecom
International, Inc. (the Company) originally filed with the Securities and Exchange Commission (the SEC) on March 31, 2005 (the Initial Annual Report) and amended by Amendment No. 1 and Amendment No. 2 thereto
filed on June 17, 2005 (Amendment No. 1) and July 13, 2005, respectively.



Item 8A. Controls and Procedures.



In the
Initial Annual Report, the Companys Chief Executive Officer and Chief Financial Officer evaluated the Companys controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(c) of the Exchange Act of 1934, as amended (the
Exchange Act)), as of the end of the period covered by the Initial Annual Report, as required by paragraph (b) of Rules 13a-15 or 15d-15 of the Exchange Act. Based on such evaluation, such officers initially concluded that, as of the end
of the period covered by the Initial Annual Report, the Companys controls and procedures were effective.



In connection with the restatement of the Companys Statements of Stockholders Equity as filed with Amendment No. 1 (the
Restatement), the Companys Chief Executive Officer and Chief Financial Officer reevaluated the effectiveness of the Companys controls and procedures as of December 31, 2004 pursuant to paragraph (b) of Rules 13a-15 or 15d-15
of the Exchange Act and, based on such reevaluation, such officers concluded that that the Companys controls and procedures were ineffective as of December 31, 2004 with respect to the Companys reporting in the Initial Annual Report in
the equity section of the Companys Statements of Stockholders Equity of the accounting recapitalization which resulted from the merger between a wholly-owned subsidiary of the Company and i2 Telecom International, Inc., a Delaware
corporation, in February 2004. The Companys Chief Executive Officer and Chief Financial Officer believe that such ineffective reporting has been addressed by filing the Restatement with the SEC.



The Companys Chief Executive Officer and Chief Financial Officer have
each confirmed that there have been no changes in internal controls over financial reporting that occurred that have materially affected, or are reasonably likely to affect materially, the Companys controls over financial reporting.



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Item 13. Exhibits, Lists and Reports on Form 8-K



(a) A list of the exhibits required by Item 601 of Regulation S-B to be filed as part of this Annual Report is shown on the
Exhibit Index filed herewith.



(b) During the
quarter ended December 31, 2004, the Company filed with the SEC:



| | (i) | on September 9, 2004, a Current Report on Form 8-K reporting under Item 5.02 thereof certain changes in management and under Item 7 thereof the related exhibits;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | on September 24, 2004, a Current Report on Form 8-K reporting under Item 5.02 thereof certain changes to the Board of Directors; and
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | on December 28, 2004, a Current Report on Form 8-K reporting under Item 5.02 thereof certain changes to the Board of Directors.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.



I2 TELECOM INTERNATIONAL, INC.By:

/s/ Paul R. ArenaPaul R. ArenaChief Executive Officer (duly authorized signatory and Principal Executive Officer)Date: October 13, 2005




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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                                                                                                               
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                      |  | Method of Filing                                                                                                              
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.1         |  | Agreement and Plan of Merger dated as of January 30, 2004, among the Company, DDN Acquisition Corporation and i2 Telecom Communications, Inc. (The schedules to the Agreement and Plan of Merger
have been omitted from this Report pursuant to Item 601(b)(2) of Regulation S-B, and the Company agrees to furnish copies of such omitted schedules supplementally to the Securities and Exchange Commission upon request.) |  | Incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed on February 2, 2004.               
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.2         |  | Asset Purchase Agreement dated as of January 30, 2004, between the Company and InTransit Media, Inc.                                                                                                                                                                                                                                                                                                                         |  | Incorporated by reference to Exhibit 2.2 to the Companys Current Report on Form 8-K filed on February 2, 2004.               
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.3         |  | First Amendment to Asset Purchase Agreement, dated February 26, 2004, between the Company and InTransit Media, Inc.                                                                                                                                                                                                                                                                                                          |  | Incorporated by reference to Exhibit 2.3 to the Companys Current Report on Form 8-K filed on March 12, 2004.                 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.4         |  | Securities Purchase Agreement dated as of August 11, 2004, among the Company and each of the buyers signatory thereto. (The schedules to the Securities Purchase Agreement have been omitted from
this Report pursuant to Item 601(b)(2) of Regulation S-B, and the Company agrees to furnish copies of such omitted schedules supplementally to the Securities and Exchange Commission upon request.)                       |  | Incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed August 13, 2004.                   
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.1         |  | Articles of Incorporation, 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.  
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.2         |  | 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.  
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.3         |  | Certificate of Designations of Rights and Preferences of Preferred Stock Series D of i2 Telecom International, Inc.                                                                                                                                                                                                                                                                                                          |  | Incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed August 13, 2004.                   
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.4         |  | Amendment to the Companys Articles of Incorporation filed June 3, 2004.                                                                                                                                                                                                                                                                                                                                                     |  | Incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004.
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.5         |  | Amendment to the Companys Articles of Incorporation filed August 10, 2004.                                                                                                                                                                                                                                                                                                                                                  |  | Incorporated by reference to Exhibit 3.2 to the Companys Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004.
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.1         |  | Form of Warrant issued by the Company to each buyer in connection with the 2004 Private Placement.                                                                                                                                                                                                                                                                                                                           |  | Incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed August 13, 2004.                   
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.2         |  | Form of Additional Investment Right issued by the Company to each buyer in connection with the 2004 Private Placement.                                                                                                                                                                                                                                                                                                       |  | Incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed August 13, 2004.                   
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.3         |  | Registration Rights Agreement among the Company and the buyers signatory thereto entered into in connection with the 2004 Private Placement.                                                                                                                                                                                                                                                                                 |  | Incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K filed August 13, 2004.                   



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|      |  |                                                                                                                                                                                                            |  |                                                                                                                                  
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                           
|4.4   |  | Form of Warrant issued by i2 Telecom International, Inc., a Delaware corporation, and converted in the Merger, exercisable until February 27, 2007, at an exercise price of $0.9031.                       |  | Incorporated by reference to Exhibit 4.4 to the Companys Registration Statement on Form SB-2 (No. 333-119254).                  
|      |  |                                                                                                                                                                                                           
|10.1  |  | Finders Fee Agreement dated January 30, 2004, between the Company and Howard Parker.                                                                                                                       |  | Incorporated by reference to Exhibit 10.1 to the Companys Annual Report on Form 10-KSB for the year ended December 31, 2003.    
|      |  |                                                                                                                                                                                                           
|10.2  |  | Employment Agreement between Paul R. Arena and i2 Telecom International, Inc., a Delaware corporation, dated June 1, 2002. Represents an executive compensation plan or arrangement.                       |  | Incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004. 
|      |  |                                                                                                                                                                                                           
|10.3  |  | Amendment to Employment Agreement between Paul R. Arena and i2 Telecom International, Inc., a Delaware corporation, dated June 1, 2003. Represents an executive compensation plan or
arrangement.          |  | Incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004. 
|      |  |                                                                                                                                                                                                           
|10.4  |  | Amendment to Employment Agreement between Paul R. Arena and i2 Telecom International, Inc., a Delaware corporation, dated December 17, 2003. Represents an executive compensation plan or
arrangement.     |  | Incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004. 
|      |  |                                                                                                                                                                                                           
|10.5  |  | Employment Agreement between Douglas F. Bender and i2 Telecom International, Inc., a Delaware corporation, dated November 12, 2002. Represents an executive compensation plan or
arrangement.              |  | Incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004. 
|      |  |                                                                                                                                                                                                           
|10.6  |  | Amendment to Employment Agreement between Douglas F. Bender and i2 Telecom International, Inc., a Delaware corporation, dated December 19, 2003. Represents an executive compensation plan or
arrangement. |  | Incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004. 
|      |  |                                                                                                                                                                                                           
|10.7  |  | Offer of Employment between Mark Bridges and i2 Telecom International, Inc., a Delaware corporation, dated December 26, 2002. Represents an executive compensation plan or
arrangement.                    |  | Incorporated by reference to Exhibit 10.7 to the Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004. 
|      |  |                                                                                                                                                                                                           
|10.8  |  | Amendment to Employment Agreement between Mark Bridges and i2 Telecom International, Inc., a Delaware corporation, dated December 17, 2003. Represents an executive compensation plan or
arrangement.      |  | Incorporated by reference to Exhibit 10.8 to the Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004. 
|      |  |                                                                                                                                                                                                           
|10.9  |  | Employment Agreement between Jerry Lumpkin and i2 Telecom International, Inc., a Delaware corporation, dated October 6, 2003. Represents an executive compensation plan or
arrangement.                    |  | Incorporated by reference to Exhibit 10.9 to the Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004. 
|      |  |                                                                                                                                                                                                           
|10.10 |  | Employment Agreement between Terry Palmeter and i2 Telecom International, Inc., a Delaware corporation, dated March 31, 2003. Represents an executive compensation plan or
arrangement.                    |  | Incorporated by reference to Exhibit 10.10to the Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004. 
|      |  |                                                                                                                                                                                                           
|10.11 |  | Amendment to Employment Agreement between Terry Palmeter and i2 Telecom International, Inc., a Delaware corporation, dated December 17, 2003. Represents an executive compensation plan or
arrangement.    |  | Incorporated by reference to Exhibit 10.11 to the Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004.
|      |  |                                                                                                                                                                                                           
|10.12 |  | Employment Agreement between Ron Roswell, Sr., and i2 Telecom International, Inc., a Delaware corporation, dated June 1, 2002. Represents an executive compensation plan or
arrangement.                   |  | Incorporated by reference to Exhibit 10.12 to the Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004.
|      |  |                                                                                                                                                                                                           
|10.13 |  | Amendment to Employment Agreement between Ron Roswell, Sr., and i2 Telecom International, Inc., a Delaware corporation, dated December 23, 2003. Represents an executive compensation plan or
arrangement. |  | Incorporated by reference to Exhibit 10.13 to the Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004.



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|      |  |                                                                                                                                                                                                              |  |                                                                                                                                  
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                             
|10.14 |  | Employment Agreement between Ron Roswell, Jr., and i2 Telecom International, Inc., a Delaware corporation, dated June 1, 2002. Represents an executive compensation plan or
arrangement.                     |  | Incorporated by reference to Exhibit 10.14 to the Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004.
|      |  |                                                                                                                                                                                                             
|10.15 |  | Amendment to Employment Agreement between Ron Roswell, Jr., and i2 Telecom International, Inc., a Delaware corporation, dated December 23, 2003. Represents an executive compensation plan or
arrangement.   |  | Incorporated by reference to Exhibit 10.15 to the Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004.
|      |  |                                                                                                                                                                                                             
|10.16 |  | Employment Agreement between Rick Scherle and i2 Telecom International, Inc., a Delaware corporation, dated August 2, 2003. Represents an executive compensation plan or arrangement.                        |  | Incorporated by reference to Exhibit 10.16 to the Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004.
|      |  |                                                                                                                                                                                                             
|10.17 |  | Employment Agreement between Anthony F. Zalenski and i2 Telecom International, Inc., a Delaware corporation, dated June 24, 2002. Represents an executive compensation plan or
arrangement.                  |  | Incorporated by reference to Exhibit 10.17 to the Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004.
|      |  |                                                                                                                                                                                                             
|10.18 |  | Amendment to Employment Agreement between Anthony F. Zalenski and i2 Telecom International, Inc., a Delaware corporation, dated June 1, 2003. Represents an executive compensation plan or
arrangement.      |  | Incorporated by reference to Exhibit 10.18 to the Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004.
|      |  |                                                                                                                                                                                                             
|10.19 |  | Amendment to Employment Agreement between Anthony F. Zalenski and i2 Telecom International, Inc., a Delaware corporation, dated December 17, 2003. Represents an executive compensation plan or
arrangement. |  | Incorporated by reference to Exhibit 10.19 to the Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004.
|      |  |                                                                                                                                                                                                             
|10.20 |  | Offer of Employment from i2 Telecom International, Inc., a Delaware corporation, to Ming King dated March 15, 2004.                                                                                          |  | Incorporated by reference to Exhibit 10.20 to the Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004.
|      |  |                                                                                                                                                                                                             
|10.21 |  | Offer of Employment from i2 Telecom International, Inc., a Delaware corporation, to Fenn King dated March 15, 2004.                                                                                          |  | Incorporated by reference to Exhibit 10.21 to the Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004.
|      |  |                                                                                                                                                                                                             
|10.22 |  | Warrant Agreement dated March 11, 2003, granted to Robert F. Hussey to purchase 65,000 shares of the Companys common stock.                                                                                 |  | Incorporated by reference to Exhibit 10.22 to the Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004.
|      |  |                                                                                                                                                                                                             
|10.23 |  | Form of Lock-up Agreement entered into in connection with the 2004 Private Placement.                                                                                                                        |  | Incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K filed August 13, 2004.                     
|      |  |                                                                                                                                                                                                             
|10.24 |  | Form of Conversion Agreement dated as of April 6, 2004 between the Company and each holder of the Companys Preferred Stock Series A-1.                                                                      |  | Incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004.  
|      |  |                                                                                                                                                                                                             
|10.25 |  | Non-Negotiable Promissory Note dated May 14, 2004 made by the Company in favor of Vestal Venture Capital in principal amount of $500,000.00.                                                                 |  | Incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004.  
|      |  |                                                                                                                                                                                                             
|10.26 |  | Non-Negotiable Promissory Note dated June 7, 2004 made by the Company in favor of Vestal Venture Capital in principal amount of $185,000.00.                                                                 |  | Incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004.  
|      |  |                                                                                                                                                                                                             
|10.27 |  | Non-Negotiable Promissory Note dated June 8, 2004 made by the Company in favor of Midsouth Investor Fund, LP in principal amount of $300,000.00.                                                             |  | Incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004.  



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|      |  |                                                                                                                                                                                                  
|10.28 |  | Form of Acknowledgement and Agreement dated July 6, 2004 between the Company and each former holder of the Companys Preferred Stock Series A-1 and Preferred Stock Series A-2.                   |  | Incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004.
|      |  |                                                                                                                                                                                                  
|10.29 |  | Amendment to Employment Agreement between i2 Telecom International, Inc., a Delaware corporation, and Paul Arena dated August 24, 2004. Represents an executive compensation plan or
arrangement. |  | Incorporated by reference to Exhibit 99.2 to the Companys Current Report on Form 8-K filed September 9, 2004.                 
|      |  |                                                                                                                                                                                                  
|10.30 |  | Settlement Agreement dated February 24, 2005, between the Company and Anthony F. Zalenski.                                                                                                        |  | Incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K filed on March 2, 2005.                  
|      |  |                                                                                                                                                                                                  
|21.1  |  | Subsidiaries of the Company.                                                                                                                                                                      |  | Incorporated by reference to Exhibit 21.1 to the Companys Registration Statement on Form SB-2 (No. 333-119254).               
|      |  |                                                                                                                                                                                                  
|31.1  |  | Rule 13a-14(a)/15d-14(a) Certification of the Companys Chief Executive Officer.                                                                                                                  |  | Filed herewith.                                                                                                                
|      |  |                                                                                                                                                                                                  
|31.2  |  | Rule 13a-14(a)/15d-14(a) Certification of the Companys Chief Financial Officer.                                                                                                                  |  | Filed herewith.                                                                                                                
|      |  |                                                                                                                                                                                                  
|32.1  |  | Section 1350 Certification of the Companys Chief Executive Officer.                                                                                                                              |  | Filed herewith.                                                                                                                
|      |  |                                                                                                                                                                                                  
|32.2  |  | Section 1350 Certification of the Companys Chief Financial Officer.                                                                                                                              |  | Filed herewith.