SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

DEJONGHE ERIC EDGARD ARSENE

(Last)

(First)

(Middle)

438 E. KATELLA AVE.

SUITE 217

(Street)

ORANGE

92867

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/24/2006

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

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

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

5. 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 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	100,000,000	I	Through Rising Water Capital. See Footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertible Promissory Note	⁽²⁾	⁽²⁾	Common Stock	100,000,000⁽³⁾	$0.035	I	Through Rising Water Capital. See footnote⁽⁴⁾
Convertible Promissory Note	⁽⁵⁾	⁽⁵⁾	Common Stock	42,857,143⁽³⁾	$0.07	I	Through Rising Water Capital. See footnote⁽⁴⁾
Purchase Right pursuant to Agreement dated June 30, 2005	⁽⁶⁾	⁽⁶⁾	Common Stock	95,947,395⁽⁶⁾	⁽⁶⁾	I	Through Rising Water Capital. See footnote⁽⁷⁾

Explanation of Responses:

1. These shares are held by Rising Water Capital ("RWC"), a company registered in Zug, Switzerland, which is the 54% shareholder of the Issuer. The Reporting Person may be deemed to share beneficial ownership of the shares held by RWC by virture of his status as a shareholder of QAT Investments SA ("QAT"), which is the 51% shareholder of RWC. The reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

2. Promissory note has a term of 30 months from December 15, 2005 and is convertible during the term, in whole or in part, into common stock subject to the sufficient authorized common stock to issue to the Note holder when a demand for conversion is made.

3. Represent amount of shares issuable upon conversion of the principal amount of the note, assuming full conversion of notes. Accrued interest may be converted into common stock as well.

4. The notes are owned by RWC, which is the 54% shareholder of the Issuer. The Reporting Person may be deemed to share beneficial ownership of the shares held by RWC upon conversion of the notes by virture of his status as a shareholder of QAT, which is the 51% shareholder of RWC. The Reporting Person disclaimed beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

5. Promissory note has a term of 30 months from May 26, 2006 and is convertible during the term, in whole or in part, into common stock subject to the sufficient authorized common stock to issue to the Note holder when a demand for conversion is made.

6. Reflects shares of Common Stock to be issued pursuant to Stock Purchase Agreement ("Agreement") dated June 30, 2005 upon filing of proxy statement and amendment to Issuer's Article of Incorporation. Pursuant to the Agreement, the Issuer agreed to sell to RWC 195,947,395 shares of the Issuer's common stock for an aggregate purchase price of $7,837,896. The purchase price has been paid in full but only 100,000,000 shares of the Issuer's common stock have been issued to date.

7. Owned directly by RWC, which is the 54% shareholder of the Issuer. The Reporting Person may be deemed to share beneficial ownership of the shares held by RWC by virture of his status as a shareholder of QAT, which is the 51% shareholder of RWC. The reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

	/s/ Eric Edgard Arsene Dejonghe	10/27/2006
	** 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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