SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0362
Estimated average burden
hours per response:			1.0

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.

1. Name and Address of Reporting Person^*

VAN SANTE YVES ROGER

(Last)

(First)

(Middle)

SCHIPHOL BOULEVARD 249

(Street)

1118 BH SCHIPHOL

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ELEPHANT TALK COMMUNICATIONS INC [ ETLK ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, no par value	12/28/2006		P4	8,733,333⁽¹⁾⁽⁷⁾	A	$0.0375	8,733,333	I	See Footnote⁽¹⁾
Common Stock, no par value	10/30/2006		A4	258,546,313⁽²⁾	A	⁽³⁾	454,493,708⁽⁴⁾	I	See Footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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 Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Promissory Note	$0.035						⁽⁵⁾	⁽⁵⁾	Common Stock	100,000,000		1	I	See Footnote⁽⁸⁾
Convertible Promissory Note	$0.07						⁽⁶⁾	⁽⁶⁾	Common Stock	38,005,871		1	I	See Footnote⁽⁸⁾

Explanation of Responses:

1. These securities were purchased by Amelia & Associates SA, a company registered in Luxenbourg. The Reporting Person may be deemed to share beneficial ownership of the shares held by Amelia & associates SA by virtue of his status as the holder of one third of the outstanding capital stock of this entity.

2. These securities were awarded to Rising Water Capital A.G. ("RWC"), a company registered in Zug, Switzerland, pursuant to a Settlement Agreement dated October 30, 2006 between RWC and the Registrant. The Reporting Person may be deemed to share beneficial ownership of the shares held by RWC by virtue of his status as a holder of 6.2% of the outstanding capital stock of QAT Investments SA ("QAT"), which owns 51% of the outstanding capital stock of RWC. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.

3. The Securities were awarded to RWC as part of Settlement Agreement and for no additional consideration.

4. Due to the Registrant's lack of authorized shares of common stock, of the 454,493,708 shares of common stock beneficially owned by RWC, only 100,000,000 have been issued as of the date of this report.

5. This $3,500,000 principal amount (excluding accrued interest) Convertible Promissory Note has a term of 30 months from December 15, 2005, and is convertible during the term at the demand of RWC, in whole or in part, into common stock subject to the availability of authorized shares of common stock. The Reporting Person may be deemed to share beneficial ownership of the shares held by RWC by virtue of his status as a holder of 6.2% of the outstanding capital stock of QAT which owns 51% of the outstanding capital stock of RWC. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.

6. This $2,660,410.90 principal amount (excluding accrued interest) Convertible Promissory Note has a term of 30 months from May 26, 2006, and is convertible during the term at the demand of RWC, in whole or in part, into common stock subject to the availability of authorized shares of common stock. The Reporting Person may be deemed to share beneficial ownership of the shares held by RWC by virtue of his status as a holder of 6.2% of the outstanding capital stock of QAT which owns 51% of the outstanding capital stock of RWC. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.

7. Due to the Registrant's lack of authorized shares of common stock, these securities have not yet been issued to the Reporting Person.

8. The Reporting Person may be deemed to share beneficial ownership of the shares held by RWC by virtue of his status as a holder of 6.2% of the outstanding capital stock of QAT which owns 51% of the outstanding capital stock of RWC. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.

	/s/ Yves van Sante	02/19/2008
	** 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 Number.