FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * RAMIUS LLC 2. Date of Event Requiring Statement (MM/DD/YYYY)
2/12/2009 

3. Issuer Name and Ticker or Trading Symbol DigitalFX International Inc [DGFX.OB]
(Last)        (First)        (Middle)
599 LEXINGTON AVENUE, 20TH FLOOR
4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)
(Street)
NEW YORK CITY, NY 10022       
(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.001   (1) 4319039   I   By Portside Growth and Opportunity Fund   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Amended and Restated Warrants   (3)   (4) 11/30/2012   Common Stock, par value $0.001   471060   $0.2400   (4) I   By Portside Growth and Opportunity Fund   (5)
Second Amended & Restated Sr. Secured Conv. Notes   (3)   (4) 11/30/2010   Common Stock, par value $0.001   1804503   $0.2400   (4) I   By Portside Growth and Opportunity Fund   (6)

Explanation of Responses:
( 1)  Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
( 2)  Consists of Shares owned directly by Portside Growth and Opportunity Fund (Portside). As the investment advisor of Portside, Ramius LLC (Ramius) may be deemed to beneficially own the Shares owned by Portside. As the managing member of Ramius, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the Shares owned by Portside. As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the Shares owned by Portside. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius and C4S disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
( 3)  Pursuant to Amendment and Exchange Agreements by and between the Issuer and Portside, Portside received Second Amended and Restated Senior Secured Convertible Notes (the "Notes") in the principal amount of $433,080.68, initially convertible into 2,526,305 Shares, and Amended and Restated Warrants to purchase Shares (the "Warrants"), initially exercisable into 659,484 Shares.
( 4)  Neither the Warrants nor the Notes may be exercised or converted if, after such exercise or conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 4.99% of the number of Shares then issued and outstanding (the "4.99% Blocker"). Pursuant to the 4.99% Blocker, as of the date of this filing, neither the Warrants nor the Notes may be exercised or converted.
( 5)  Warrants owned directly by Portside. As the investment advisor of Portside, Ramius may be deemed to beneficially own the Shares underlying the Warrants owned by Portside. As the managing member of Ramius, C4S may be deemed to beneficially own the Shares underlying the Warrants owned by Portside. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the Shares underlying the Warrants owned by Portside. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius and C4S disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein. Pursuant to the 4.99% Blocker, as of the date of this filing, the Warrants may not be exercised.
( 6)  Notes owned directly by Portside. As the investment advisor of Portside, Ramius may be deemed to beneficially own the Shares underlying the Notes owned by Portside. As the managing member of Ramius, C4S may be deemed to beneficially own the Shares underlying the Notes owned by Portside. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the Shares underlying the Notes owned by Portside. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius and C4S disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein. Pursuant to the 4.99% Blocker, as of the date of this filing, the Notes may not be converted.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RAMIUS LLC
599 LEXINGTON AVENUE
20TH FLOOR
NEW YORK CITY, NY 10022

X

Portside Growth & Opportunity Fund
C/O RAMIUS LLC
599 LEXINGTON AVENUE, 20TH FLOOR
NEW YORK, NY 10022

X

C4S & CO LLC
599 LEXINGTON AVENUE
20TH FLOOR
NEW YORK, NY 10022

X

COHEN PETER A
599 LEXINGTON AVENUE
20TH FLOOR
NEW YORK, NY 10022

X

STARK MORGAN B
599 LEXINGTON AVENUE
20TH FLOOR
NEW YORK, NY 10022

X

STRAUSS THOMAS W
599 LEXINGTON AVENUE
20TH FLOOR
NEW YORK, NY 10022

X

SOLOMON JEFFREY M
599 LEXINGTON AVENUE
20TH FLOOR
NEW YORK, NY 10022

X


Signatures
By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory 2/24/2009
** Signature of Reporting Person Date
By: Portside Growth and Opportunity Fund; By: /s/ Owen S. Littman, Authroized Signatory 2/24/2009
** Signature of Reporting Person Date
By: C4S & Co., L.L.C., By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member 2/24/2009
** Signature of Reporting Person Date
By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen 2/24/2009
** Signature of Reporting Person Date
By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark 2/24/2009
** Signature of Reporting Person Date
By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss 2/24/2009
** Signature of Reporting Person Date
By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon 2/24/2009
** 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 5(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.
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