FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

West End Special Opportunity Fund II, LP

2. Issuer Name and Ticker or Trading Symbol

FUSION TELECOMMUNICATIONS INTERNATIONAL INC [FSN]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)

(Last)          (First)          (Middle)

70 EAST 55TH STREET,  17TH FLOOR

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2008 
(Street)

NEW YORK, NY 10022

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form Filed by One Reporting Person
_ X _ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock                 3577971   D   (1)  

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YYYY)
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to purchase common stock   $0.35                 5/22/2008   5/23/2013   Common Stock   86207     86207   (1) D    
Warrant to purchase common stock   $0.36                 6/30/2008   6/30/2013   Common Stock   166667     166667   (1) D    
Warrant to purchase common stock   $0.22                 10/7/2008   10/8/2013   Common Stock   888890     888890   (1) D    

Explanation of Responses:
( 1)  This Form reports the ownership of securities held by West End Special Opportunity Fund II, LP (WESOF), whose General Partner is West End Capital Management LLC (WECM) and whose Investment Manager is West End Financial Advisors LLC (WEFA). William Landberg is a control person of WECM and WEFA. Mr. Landberg disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
West End Special Opportunity Fund II, LP
70 EAST 55TH STREET
17TH FLOOR
NEW YORK, NY 10022

X

West End Capital Management LLC
70 EAST 55TH STREET
17TH FLOOR
NEW YORK, NY 10022

X

West End Financial Advisors LLC
70 EAST 55TH STREET
17TH FLOOR
NEW YORK, NY 10022

X

Landberg William
70 EAST 55TH STREET
17TH FLOOR
NEW YORK, NY 10022

X


Signatures
West End Special Opportunity Fund II, LP by its General Partner, by its Chairman, William Landberg 1/12/2009
** Signature of Reporting Person Date

West End Capital Management LLC by William Landberg, its Chairman 1/12/2009
** Signature of Reporting Person Date

West End Financial Advisors LLC by William Landberg, its Chairman 1/12/2009
** Signature of Reporting Person Date

William Landberg 1/12/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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