CMFV / ComF5 International, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

DigitalFX International, Inc.

DigitalFX International, Inc. 3035 East Patrick Lane, Suite 9 Las Vegas, Nevada 89120 November 11, 2009 Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, DC 20549 Re: DigitalFX International, Inc. Registration Statement on Form S-8 Registration Number: 333-143156 Ladies and Gentlemen: DigitalFX International, Inc. (the “Company”) hereby respectfully

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DIGITALFX INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Cha

As filed with the Securities and Exchange Commission on November 11, 2009Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-33667 DigitalFX International, Inc. (Exact name of registrant as specif

As filed with the Securities and Exchange Commission on November 9, 2009 Registration No. 333-157285 UNITED STATES

As filed with the Securities and Exchange Commission on November 9, 2009 Registration No.

As filed with the Securities and Exchange Commission on November 9, 2009 Registration No. 333-151143 UNITED STATES

As filed with the Securities and Exchange Commission on November 9, 2009 Registration No.

As filed with the Securities and Exchange Commission on November 9, 2009 Registration No. 333-140047

As filed with the Securities and Exchange Commission on November 9, 2009 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 ON FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DIGITALFX INTERNATIONAL, INC. (Exact Name of Registrant as Specifie

As filed with the Securities and Exchange Commission on November 9, 2009 Registration No.

As filed with the Securities and Exchange Commission on November 9, 2009 Registration No. 333-143156 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE S

As filed with the Securities and Exchange Commission on November 9, 2009 Registration No.

As filed with the Securities and Exchange Commission on November 9, 2009 Registration No. 333-136855

As filed with the Securities and Exchange Commission on November 9, 2009 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) November 4, 2009 DIGITALFX INTERN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) November 4, 2009 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 1-33667 (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) October 26, 2009 DIGITALFX INTERN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) October 26, 2009 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 1-33667 (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) September 8, 2009 DIGITALFX INTER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) September 8, 2009 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 1-33667 65-03

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) August 17, 2009 DIGITALFX INTERNA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) August 17, 2009 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 1-33667 (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2009 Commission File Number: 001-33667 DIGITA

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) July 1, 2009 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 1-33667 (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2009 Commission File Number: 001-33667 DIGIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2009 Commission File Number: 001-33667 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Florida 65-0358792 (State or other jurisdiction of (IRS Employer incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2009 DIGITALFX INTERNATI

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2009 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Florida 001-33667 65-0358792 (State or other Jurisdiction of Incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2008 o Transition Report Pursuant to Secti

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Exhibit 10.31

Exhibit 10.31 EMPLOYMENT AGREEMENT THIS AGREEMENT, is made and entered into as of the 29th day of April, 2008, by and between DigitalFX International, Inc., a Florida corporation, with its principal location at 3035 East Patrick Lane, Suite 9, Las Vegas, NV 89120 hereinafter called the “Company,” and, Abraham Sofer, 104 The Alameda, San Anselmo, CA 94960 hereinafter called “Employee”. WITNESSETH W

Exhibit 21.1

Exhibit 21.1 LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Formation Doing Business As VMdirect L.L.C. Nevada N/A VMdirect UK Ltd. England N/A DigitalFX Networks, LLC Nevada N/A DigitalFX Solutions, LLC Nevada N/A DigitalFX Europe, Ltd. Ireland N/A Blue Trident Enterprises, LLC New York N/A

Exhibit 10.32

Exhibit 10.32 Exhibit 10.32 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (“Agreement”), is made and entered into as of the 25th day of July, 2008 by and among PET EXPRESS SUPPLY, INC., a Nevada corporation (“PETX”); C J VISION ENTERPRISES, INC., a Delaware corporation, d/b/a “Woozyfly.com” (“CJVE”); RENEA YAMADA, an individual (“Yamada”); DIGITAL FX INTERNATIONAL, INC. (“DFX”), VISION OPPORTUNITY MA

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G dated February 24, 2009 with respect to the shares of Common Stock, $0.001 par value, of DigitalFX International, Inc. and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 DigitalFX International, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 25389E107 (CUSIP Number) Febru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) December 17,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) December 17, 2008 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organiz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) February 12, 2009 DIGITALFX INTER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) February 12, 2009 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 001-33667 (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 DIGITALFX INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DIGITALFX INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation or Organization) 65-0358792 (I.R.S. Employer Identification No.) 3035 East Patrick Lane, Suite 9 Las Vegas, Nevada (Address

OMB APPROVAL

OMB APPROVAL OMB Number: 3235-0080 Expires: February 28, 2009 Estimated average burden hours per response……….

DigitalFX International, Inc. Files Notice of Voluntary Delisting

Exhibit 99.1 DigitalFX International, Inc. Files Notice of Voluntary Delisting LAS VEGAS, NV – January 23– DigitalFX International, Inc. (NYSE Alternext US: DXN), a multi-tier Web 2.0 digital media products distribution company announced today that the Company has submitted to the NYSE Alternext US ("the Exchange") notice of its intent to withdraw from listing its common stock and will file the re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) January 23, 2009 DIGITALFX INTERN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) January 23, 2009 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 1-33667 (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* DigitalFX International, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 25389E 10 7 (CUSIP Number) Richard Kall 9000 Players Club Drive Las Vegas, Nevada 89134 (702) 228-3100 (Name, Address and Telephone N

DigitalFX International, Inc. Receives Listing Determination Letter

Exhibit 99.1 For immediate release DigitalFX International, Inc. Receives Listing Determination Letter LAS VEGAS, NV – January 13 – DigitalFX International, Inc. (NYSE Alternext US: DXN), a multi-tier Web 2.0 digital media products distribution company announced today that on January 8, 2009, the Company received notice from the NYSE Alternext US Staff indicating that the Company no longer complie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) January 8, 2009 DIGITALFX INTERNA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) January 8, 2009 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 1-33667 (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* WoozyFly Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 981139 10 8 (CUSIP Number) Abraham Sofer c/o DigitalFX International, Inc. 3035 East Patrick Lane, Suite 9 Las Vegas, Nevada 89120 (702) 938-9300 (Na

WARRANT TO PURCHASE SERIES A 12% CUMULATIVE CONVERTIBLE PREFERRED STOCK DIGITALFX INTERNATIONAL, INC.

THE WARRANT EVIDENCED OR CONSTITUTED HEREBY, AND ALL SHARES OF SERIES A 12% CUMULATIVE CONVERTIBLE PREFERRED STOCK ISSUABLE HEREUNDER, HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT UNLESS EITHER (i) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO RULE 144 PROMULGATED UNDER THE SECURITIES ACT.

ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION DIGITALFX INTERNATIONAL, INC.

ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF DIGITALFX INTERNATIONAL, INC.

AMENDMENT AND EXCHANGE AGREEMENT

AMENDMENT AND EXCHANGE AGREEMENT AMENDMENT AND EXCHANGE AGREEMENT (this “Agreement”), dated as of December 22, 2008, by and among DigitalFX International, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) December 17,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) December 17, 2008 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organiz

DIGITALFX INTERNATIONAL, INC. SERIES A 12% CUMULATIVE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

DIGITALFX INTERNATIONAL, INC. SERIES A 12% CUMULATIVE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT THIS SERIES A 12% CUMULATIVE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of December 22, 2008 (the “Effective Date”), by and among DigitalFX International, Inc., a Florida corporation, (the “Company”), and Richard Kall (the “Investor”). WHEREAS, the Company wishes

ARTICLE 1. CONSTRUCTION AND DEFINED TERMS

AGREEMENT This Agreement (this “Agreement”) is made as of the 22nd day of December, 2008 by and between DIGITALFX INTERNATIONAL, Inc.

DigitalFX International, Inc. Second Amended and Restated Senior Secured Convertible Note

NEITHER THE ISSUANCE AND SALE OF THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) December 17, 2008 DIGITALFX INTER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) December 17, 2008 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 001-33667 (Co

DIGITALFX INTERNATIONAL, INC. INDEMNIFICATION AGREEMENT

DIGITALFX INTERNATIONAL, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is entered into on October , 2008 to be effective as of the Effective Date (as defined below), by and between DigitalFX International, Inc., a Florida corporation (the “Company”), and (“Indemnitee”). WHEREAS, Indemnitee’s service to the Company substantially benefits, and has benefited since the Ef

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2008 Commission File Number: 001-33667 D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2008 Commission File Number: 001-33667 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Florida 65-0358792 (State or other jurisdiction of (IRS Employer i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) October 21, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) October 21, 2008 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organiza

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) October 17, 2008 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 001-33667 (Com

DigitalFX International, Inc. Announces Appointment of New Management and Directors

Exhibit 99.1 For immediate release DigitalFX International, Inc. Announces Appointment of New Management and Directors LAS VEGAS, NV - October 20, 2008 - DigitalFX International, Inc. (AMEX:DXN), a multi-tier Web 2.0 digital media products distribution company announced today that on October 15, 2008 the Company entered into several agreements which resulted in a reshuffle of senior management and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) October 17, 2008 DIGITALFX INTERN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) October 17, 2008 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 001-33667 (Com

FRAMEWORK AGREEMENT

FRAMEWORK AGREEMENT This Framework Agreement (this “Agreement”) is made as of the 15th day of October, 2008, among DIGITALFX INTERNATIONAL, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) October 15, 2008 DIGITALFX INTERN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) October 15, 2008 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 001-33667 (Com

NOTE PURCHASE AGREEMENT

NOTE PURCHASE AGREEMENT AGREEMENT (this “Agreement”), dated as of October 15, 2008, by and among DigitalFX International, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2008 Commission File Number: 001-33667 DIGITA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2008 Commission File Number: 001-33667 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Florida 65-0358792 (State or other jurisdiction of (IRS Employer incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* Pet Express Supply, Inc. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Pet Express Supply, Inc. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 71581R 10 8 (CUSIP Number) Mickey Elfenbein c/o DigitalFX International, Inc. 3035 East Patrick Lane, Suite 9 Las Vegas, Nevada 89120 (702) 93

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) July 23, 2008 DIGITALFX INTERNATI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) July 23, 2008 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 001-33667 (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use þ Definitive Proxy Statement of the Commission Only o Definitive Additional Materi

As filed with the Securities and Exchange Commission on May 23, 2008 Registration No. 333-_______ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DIGITALFX INTER

As filed with the Securities and Exchange Commission on May 23, 2008 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2008 Commission File Number: 001-33667 DIGIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2008 Commission File Number: 001-33667 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Florida 65-0358792 (State or other jurisdiction of (IRS Employer incor

DIGITALFX INTERNATIONAL, INC. 2,757,955 Shares Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-150191 DIGITALFX INTERNATIONAL, INC. 2,757,955 Shares Common Stock This prospectus relates to the offer and sale from time to time of up to 2,757,955 shares of our common stock that are held by or issuable to the shareholders named in the “Principal and Selling Shareholders” section of this prospectus. The prices at which the selling

As filed with the Securities and Exchange Commission on April 16, 2008 Registration No. 333-140047 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM SB-2 ON FORM S-3 REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on April 16, 2008 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 2 TO FORM SB-2 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DIGITALFX INTERNATIONAL, INC. (Exact Name of Registrant as Specifi

As filed with the Securities and Exchange Commission on April 16, 2008 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Amendment No. ) DIGITALFX INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter)

As filed with the Securities and Exchange Commission on April 11, 2008 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) March 26, 2008 DIGITALFX INTERNAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) March 26, 2008 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 001-33667 (Commi

C J VISION ENTERPRISES, INC. SUBSCRIPTION AGREEMENT

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) March 31, 2008 DIGITALFX INTERNAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) March 31, 2008 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 1-33667 (Commiss

DIGITALFX INTERNATIONAL, INC.

DIGITALFX INTERNATIONAL, INC. June 1, 2007 Board of Directors C J Vision Enterprises, Inc. 59 West 19th Street, 6th Floor New York, New York 10012 Gentlemen: The undersigned hereby subscribes for and agrees to purchase from C J Vision Enterprises, Inc. (the “Corporation”), and the Corporation agrees to sell to the undersigned, seventy-two (72) shares of Series A Redeemable Convertible Preferred St

DigitalFX International, Inc. Reports Record Revenue in 2007

Exhibit 99.1 DigitalFX International, Inc. Reports Record Revenue in 2007 · Revenue increases 3.1% · Gross Profit increased 5.3% · Cost of sales decreases more than 7% · Company increases infrastructure to support growth · Company develops two new products for 2008 introduction LAS VEGAS - March 31, 2008 - DigitalFX International, Inc. (AMEX:DXN), a streaming video and digital communications compa

SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS

SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS This Separation Agreement and Release of All Claims (this “Agreement”) is made and entered into by and between Lorne Walker (hereinafter sometimes referred to as “Executive”), and DigitalFX International, Inc.

EX-10.23

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB x Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2007 o Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-33667 DIGITALFX INTERNATIONAL, INC. (Name of Small Business Issuer in Its Chart

AMENDMENT AND EXCHANGE AGREEMENT

AMENDMENT AND EXCHANGE AGREEMENT AMENDMENT AND EXCHANGE AGREEMENT (this "Agreement"), dated as of March 24, 2008, by and among DigitalFX International, Inc.

DIGITALFX INTERNATIONAL ANNOUNCES THE RESTRUCTURING OF PREVIOUSLY ANNOUNCED FINANCING AGREEMENT

DIGITALFX INTERNATIONAL ANNOUNCES THE RESTRUCTURING OF PREVIOUSLY ANNOUNCED FINANCING AGREEMENT LAS VEGAS - March 25, 2008- DigitalFX International, Inc.

[FORM OF AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE]

[FORM OF AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE] NEITHER THE ISSUANCE AND SALE OF THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) March 24, 2008 DIGITALFX INTERNAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) March 24, 2008 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 001-33667 (Commi

[FORM OF AMENDED AND RESTATED WARRANT]

[FORM OF AMENDED AND RESTATED WARRANT] NEITHER THE ISSUANCE AND SALE OF THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) February 1, 2008 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 001-33667 65-0

As filed with the Securities and Exchange Commission on January 16, 2008 Registration No. 333-148033 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Amendment N

As filed with the Securities and Exchange Commission on January 16, 2008 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) January 3, 2008 DIGITALFX INTERNA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) January 3, 2008 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 1-33667 (Commis

DigitalFX International, Inc. Receives Approval of Additional Listing Application

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As filed with the Securities and Exchange Commission on December 12, 2007 Registration No._______________

As filed with the Securities and Exchange Commission on December 12, 2007 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) December 3, 2007 DIGITALFX INTERN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) December 3, 2007 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 1-33667 (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) November 30, 2007 DIGITALFX INTER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) November 30, 2007 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 001-33667 (Co

PLEDGE AGREEMENT

PLEDGE AGREEMENT PLEDGE AGREEMENT (this "Agreement"), dated as of November 30, 2007, made by each entity listed as a pledgor on the signature pages hereto (each a "Pledgor" and collectively, the "Pledgors"), in favor of PORTSIDE GROWTH AND OPPORTUNITY FUND a company organized under the laws of the Cayman Islands, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Securities Purchase Agreement, dated as of November 29, 2007 (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) November 29, 2007 DIGITALFX INTER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) November 29, 2007 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 001-33667 (Co

[FORM OF SENIOR SECURED CONVERTIBLE NOTE]

[FORM OF SENIOR SECURED CONVERTIBLE NOTE] NEITHER THE ISSUANCE AND SALE OF THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of November 29, 2007, by and among DigitalFX International, Inc.

[FORM OF WARRANT]

[FORM OF WARRANT] NEITHER THE ISSUANCE AND SALE OF THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 30, 2007, by and among DigitalFX International, Inc.

DIGITALFX INTERNATIONAL, INC. TO CONCLUDE $7.0 MILLION PRIVATE PLACEMENT

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WITNESSETH :

GUARANTY GUARANTY, dated as of November 30, 2007 made by each of the undersigned (each a "Guarantor", and collectively, the "Guarantors"), in favor of PORTSIDE GROWTH AND OPPORTUNITY FUND, a company organized under the laws of the Cayman Islands, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Securities Purchase Agreement, dated as of November 29, 2007 (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").

SECURITY AGREEMENT

SECURITY AGREEMENT SECURITY AGREEMENT, dated as of November 30, 2007 (this "Agreement") made by DIGITALFX INTERNATIONAL, INC.

DIGITALFX INTERNATIONAL, INC.

DIGITALFX INTERNATIONAL, INC. Filed Pursuant to Rule 424(b)(3) Registration No. 333-136855 PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus dated June 5, 2007) This is a prospectus supplement to our prospectus dated June 5, 2007 relating to the resale from time to time by selling shareholders of up to 21,152,595 shares of our Common Stock. On November 14, 2007, we filed with the Securities and Exchange

DIGITALFX INTERNATIONAL, INC.

DIGITALFX INTERNATIONAL, INC. Filed Pursuant to Rule 424(b)(3) Registration No. 333-140047 PROSPECTUS SUPPLEMENT NO. 3 (To Prospectus dated May 11, 2007) This is a prospectus supplement to our prospectus dated May 11, 2007 relating to the resale from time to time by selling shareholders of up to 1,000,000 shares of our Common Stock. On November 14, 2007, we filed with the Securities and Exchange C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) November 9, 2007 DIGITALFX INTERN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) November 9, 2007 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 0-27551 65-035

DigitalFX International, Inc. Announces Third Quarter 2007 Financial Results

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2007 Commission File Number: 000-27551

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2007 Commission File Number: 000-27551 DIGITALFX INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) Florida 65-0358792 (State or other jurisdiction of (I

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) November 6, 2007 DIGITALFX INTERN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) November 6, 2007 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 0-27551 (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) November 5, 2007 DIGITALFX INTERN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) November 5, 2007 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 0-27551 (Commi

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT This Agreement is made effective as of the 24th day of August, 2007 (the “Effective Date”), by and between DigitalFX International, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) August 24, 2007 DIGITALFX INTERNA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) August 24, 2007 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 0-27551 (Commis

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 DigitalFX International, Inc. (Exact name of registrant as specified in its charter) Florida 65-0358792 (State of incorporation or organization) (IRS Employer Identification No.) 3035 East Patrick

DIGITALFX INTERNATIONAL, INC.

DIGITALFX INTERNATIONAL, INC. Filed Pursuant to Rule 424(b)(3) Registration No. 333-140047 PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus dated May 11, 2007) This is a prospectus supplement to our prospectus dated May 11, 2007 relating to the resale from time to time by selling shareholders of up to 1,000,000 shares of our Common Stock. On August 14, 2007, we filed with the Securities and Exchange Com

DIGITALFX INTERNATIONAL, INC.

DIGITALFX INTERNATIONAL, INC. Filed Pursuant to Rule 424(b)(3) Registration No. 333-136855 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated June 5, 2007) This is a prospectus supplement to our prospectus dated June 5, 2007 relating to the resale from time to time by selling shareholders of up to 21,152,595 shares of our Common Stock. On August 14, 2007, we filed with the Securities and Exchange Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) August 14, 2007 DIGITALFX INTERNA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) August 14, 2007 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 0-27551 (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2007 Commission File Number: 000-27551 DIGI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2007 Commission File Number: 000-27551 DIGITALFX INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) Florida 65-0358792 (State or other jurisdiction of incorpo

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PRIVATE LABEL PURCHASE AGREEMENT

PRIVATE LABEL PURCHASE AGREEMENT This Private Label Purchase Agreement is made and entered into as of this 23rd day of May, 2007 (“Effective Date”), by and between Fusion Telecommunications International, Inc.

FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. SUBSCRIPTION AND RIGHTS AGREEMENT December 20, 2006 OFFERING INFORMATION, LEGENDS, AND NOTICES

No.: Name: Number of Units Subscribed for: FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. SUBSCRIPTION AND RIGHTS AGREEMENT December 20, 2006 OFFERING INFORMATION, LEGENDS, AND NOTICES THE SECURITIES OFFERED HEREBY, HAVE NOT BEEN FILED OR REGISTERED WITH OR APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”), NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER

SUBSCRIPTION, LOAN AND RIGHTS AGREEMENT SAYSWAP, INC.

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TRANSPARENSEE SYSTEMS, INC. CONVERTIBLE PROMISSORY NOTE

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

DIGITALFX INTERNATIONAL, INC. ANNOUNCES SECOND QUARTER 2007 FINANCIAL RESULTS

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RESELLER AGREEMENT

RESELLER AGREEMENT This Reseller Agreement (this “Agreement”) is made and entered into this 8th day of June, 2007 (the “Effective Date”) by and between Transparensee Systems, Inc.

SOFTWARE LICENSE AND SERVICES AGREEMENT

SOFTWARE LICENSE AND SERVICES AGREEMENT THIS SOFTWARE LICENSE AND SERVICES AGREEMENT (this "Agreement") is made and entered into this 8th day of June, 2007 (the "Effective Date") by and between TRANSPARENSEE SYSTEMS, INC.

SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).

Press Release Source: DigitalFX International, Inc.

Exhibit 99.1 Press Release Source: DigitalFX International, Inc. DigitalFX and Fusion Agree to Integrate Fusion’s Digital Phone Services into DigitalFX’s Advanced Web 2.0 Video, Storage and Convergence Offerings Wednesday May 23, 8:48 am ET NEW YORK and LAS VEGAS, May 23 /PRNewswire-FirstCall/ - Global communications provider Fusion (Amex: FSN - News) and its new strategic partner DigitalFX (OTC B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) May 23, 2007 DIGITALFX INTERNATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) May 23, 2007 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 0-27551 (Commissio

DIGITALFX INTERNATIONAL, INC.

DIGITALFX INTERNATIONAL, INC. Filed Pursuant to Rule 424(b)(3) Registration No. 333-140047 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated May 11, 2007) This is a prospectus supplement to our prospectus dated May 11, 2007 relating to the resale from time to time by selling shareholders of up to 1,000,000 shares of our Common Stock. On May 15, 2007, we filed with the Securities and Exchange Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DIGITALFX INTERNATIONAL, INC. (Name of Small Business Issuer in its Charter)

As filed with the Securities and Exchange Commission on May 22, 2007 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 DIGITALFX INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DIGITALFX INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation or Organization) 65-0358792 (I.R.S. Employer Identification No.) 3035 East Patrick Lane, Suite 9 Las Vegas, Nevada (Address

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2007 Commission File Number: 000-27551 DIG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2007 Commission File Number: 000-27551 DIGITALFX INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) Florida 65-0358792 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) May 15, 2007 DIGITALFX INTERNATIO

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DIGITALFX INTERNATIONAL, INC. 3035 East Patrick Lane, Suite 9 Las Vegas, Nevada 89120 May 11, 2007

DIGITALFX INTERNATIONAL, INC. 3035 East Patrick Lane, Suite 9 Las Vegas, Nevada 89120 May 11, 2007 VIA EDGAR AND FACSIMILE United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Maryse Mills-Apenteng Fax No. 202-772-9210 Re: DigitalFX International, Inc. Registration Statement on Form SB-2 (File No. 333-140047), as amended on March 27, 2007, May 1, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Amendment No. 3) DIGITALFX INTERNATIONAL, INC. (Name of Small Business Issuer in its Charter)

As filed with the Securities and Exchange Commission on May 11, 2007 Registration No.

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May 11, 2007 VIA EDGAR AND FACSIMILE Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

Qorus.com, Inc.

Exhibit 99.2 The pro-forma unaudited financial statements reflect the closing of the exchange transaction as of March 31, 2006, for Balance Sheet purposes, and for the quarter ending March 31, 2006 and the year ending December 31, 2005, for Statements of Operations purposes, as if the closing had occurred as of such dates. The unaudited pro-forma financial data and the notes thereto should be read

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) June 15, 2006 D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) June 15, 2006 DIGITALFX INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization)

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May 1, 2007 VIA EDGAR AND FACSIMILE Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Amendment No. 2) DIGITALFX INTERNATIONAL, INC. (Name of Small Business Issuer in its Charter)

As filed with the Securities and Exchange Commission on May 1, 2007 Registration No.

Qorus.com, Inc. 3035 East Patrick Lane, Suite #9 Las Vegas, NV 89120

Qorus.com, Inc. 3035 East Patrick Lane, Suite #9 Las Vegas, NV 89120 July 18, 2006 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Qorus.com, Inc. Registration Statement on Form S-8 File No: 333-43132 Ladies and Gentlemen: Qorus.com, Inc., a Florida corporation (the “Company”), hereby respectfully requests that the Compan

EX-10

EXHIBIT 10.2 LEASE AGREEMENT (Net) THIS LEASE AGREEMENT ("LEASE") is made between Patrick Airport Business Center, LLC, a Delaware limited liability company ("LANDLORD"), and VM Direct, LLC, a Nevada limited liability company ("TENANT"), as of September 15, 2005 (the "DATE OF THIS LEASE"). BASIC LEASE INFORMATION DESCRIPTION OF PREMISES: 3035 Patrick Lane, Suite 10-B, Las Vegas, Nevada 89120, (the

EX-2.3

EXCHANGE AGREEMENT BY AND AMONG QORUS.COM, INC., KEATING REVERSE MERGER FUND, LLC, SHIMING (CAYMAN) CO., LTD. AND EACH STOCKHOLDER OF SHIMING (CAYMAN) CO., LTD DATED AS OF FEBRUARY 23, 2006 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the "Agreement") is made and entered into as of February 23, 2006, by and among Qorus.com, Inc., a Florida corporation ("Qorus"), Keating Reverse Merger Fund, LLC, a

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) February 23, 2006 QORUS.COM, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 0-27551 (Commission File Nu

EX-2.4

GUARANTEE AND ASSUMPTION AGREEMENT THIS GUARANTEE AND ASSUMPTION AGREEMENT ("Agreement") made as of February 23, 2006, by and among Qorus.

SCHEDULE 13D JOINT FILING AGREEMENT

Joint Filing Agreement EXHIBIT 1 SCHEDULE 13D JOINT FILING AGREEMENT This Agreement is dated as of June 23, 2004, by and between Thurston Interests, LLC, a Delaware limited liability company (“Thurston”), Waveland, L.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under The Securities Exchange Act of 1934 (Amendment No. 3)* Qorus.com, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) (CUSIP Num

Schedule 13D Amendment #3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) June 22, 2004 QORUS.COM, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 0-27551 65-0358792 (Commission

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) June 10, 2004 QORUS.COM, INC. (Exact name of registrant as specified in charter) Florida (State or other Jurisdiction of Incorporation or Organization) 0-27551 65-0358792 (Commission

SECURITIES PURCHASE AGREEMENT BY AND AMONG KEATING REVERSE MERGER FUND, LLC (“BUYER”), QORUS.COM, INC. (“COMPANY”), THURSTON INTERESTS, LLC (“SELLER”), CERTAIN OTHER STOCKHOLDERS OF QORUS.COM, INC. DATED AS OF JUNE 10, 2004 SECURITIES PURCHASE AGREEM

SECURITIES PURCHASE AGREEMENT EXHIBIT 99 SECURITIES PURCHASE AGREEMENT BY AND AMONG KEATING REVERSE MERGER FUND, LLC (“BUYER”), QORUS.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14f-1 Information Statement Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 Promulgated Thereunder QORUS.COM, INC. (Exact Name of Registr

Schedule 14f-1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14f-1 Information Statement Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 Promulgated Thereunder QORUS.COM, INC. (Exact Name of Registrant as Specified in Its Charter) 0-27551 (Commission File Number) Florida (State of Incorporation) 65-0358792 (I.R.S. Employer Identifi

SCHEDULE 13D JOINT FILING AGREEMENT

Joint Filing Agreement EXHIBIT 1 SCHEDULE 13D JOINT FILING AGREEMENT This Agreement is dated as of May 13, 2004, by and between Thurston Interests, LLC, a Delaware limited liability company (“Thurston”), Waveland, L.

OMB APPROVAL

Amendment No. 2 to Schedule 13D OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response . . . 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under The Securities Exchange Act of 1934 (Amendment No. 2)* Qorus.com, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 747280105 (CU

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2003 QORUS.COM, INC. (Exact Name of Re

FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2003 QORUS.COM, INC. (Exact Name of Registrant as Specified in Charter) Florida 0-27551 65-0358792 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Nu

March 6, 2003

LETTER REGARDING CHANGE IN CERTIFYING ACCOUNTANT Exhibit 16.1 March 6, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Gentlemen: We have read Item 4 of Form 8-K dated March 1, 2003 of Qorus.com, Inc., related to the resignation of King Griffin & Adamson P.C. to allow its successor entity KBA Group LLP to be engaged as Qorus.com, Inc.’s independent accountants a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Qorus.com, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) (CUSIP Number) Patrick J. Hay

Schedule 13D Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Qorus.com, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 747280105 (CUSIP Number) Patrick J. Haynes, III, 190 South LaSalle Street, Suite 1710 Chicago, Illinois 60603 (312) 419-0077 (Name, Address and Teleph

SCHEDULE 13D JOINT FILING AGREEMENT

Joint Filing Agreement EXHIBIT 1 SCHEDULE 13D JOINT FILING AGREEMENT This Agreement is dated as of February 14, 2003, by and between Thurston Interests, LLC, a Delaware limited liability company (“Thurston”), Waveland, L.

SCHEDULE 13D JOINT FILING AGREEMENT

Joint Filing Agreement EXHIBIT 1 SCHEDULE 13D JOINT FILING AGREEMENT This Agreement is dated as of February 14, 2003, by and between Thurston Interests, LLC, a Delaware limited liability company (“Thurston”), Waveland, L.

SCHEDULE 13D JOINT FILING AGREEMENT

Joint Filing Agreement EXHIBIT 1 SCHEDULE 13D JOINT FILING AGREEMENT This Agreement is dated as of February 14, 2003, by and between Thurston Interests, LLC, a Delaware limited liability company (“Thurston”), Waveland, L.

SCHEDULE 13D JOINT FILING AGREEMENT

EXHIBIT 1 SCHEDULE 13D JOINT FILING AGREEMENT This Agreement is dated as of February 14, 2003, by and between Thurston Interests, LLC, a Delaware limited liability company (“Thurston”), Waveland, L.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Qorus.com, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) (CUSIP Number) Patrick J. Hay

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Qorus.com, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 747280105 (CUSIP Number) Patrick J. Haynes, III, 190 South LaSalle Street, Suite 1710 Chicago, Illinois 60603 (312) 419-0077 (Name, Address and Telephone Number of Pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Qorus.com, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) (CUSIP Number) Patrick J. Hay

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Qorus.com, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 747280105 (CUSIP Number) Patrick J. Haynes, III, 190 South LaSalle Street, Suite 1710 Chicago, Illinois 60603 (312) 419-0077 (Name, Address and Telephone Number of Pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Qorus.com, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) (CUSIP Number) Patrick J. Hay

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Qorus.com, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 747280105 (CUSIP Number) Patrick J. Haynes, III, 190 South LaSalle Street, Suite 1710 Chicago, Illinois 60603 (312) 419-0077 (Name, Address and Telephone Number of Pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Qorus.com, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) (CUSIP Number) Patrick J. Hay

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Qorus.com, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 747280105 (CUSIP Number) Patrick J. Haynes, III, 190 South LaSalle Street, Suite 1710 Chicago, Illinois 60603 (312) 419-0077 (Name, Address and Telephone Number of Pe

SCHEDULE 13D JOINT FILING AGREEMENT

Joint Filing Agreement EXHIBIT 1 SCHEDULE 13D JOINT FILING AGREEMENT This Agreement is dated as of February 14, 2003, by and between Thurston Interests, LLC, a Delaware limited liability company (“Thurston”), Waveland, L.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2003 QORUS.COM, I

FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2003 QORUS.COM, INC. (Exact Name of Registrant as Specified in Charter) Florida 0-27551 65-0358792 (State or Other Jurisdiction of Incorporation) (Commissio

February 13, 2003

LETTER REGARDING CHANGE IN CERTIFYING ACCOUNTANT Exhibit 16.1 February 13, 2003 U.S. Securities and Exchange Commission SEC Chief Accountant 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sir/Madame: We are addressing this letter in connection with the filing of a Form 8-K to reflect our dismissal as principal accountants for Qorus.com, Inc. in compliance with Item 304(a)(3) of Regulation S-B.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2003 QORUS.COM, INC. (Exact Name of

FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2003 QORUS.COM, INC. (Exact Name of Registrant as Specified in Charter) Florida 0-27551 65-0358792 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS