SEC FORM 4

SEC Form 4

FORM 4

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

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STANFORD INTERNATIONAL BANK LTD

(Last)

(First)

(Middle)

NO. 11 PAVILION DRIVE

(Street)

ST. JOHN'S

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ELANDIA INTERNATIONAL INC. [ ELAN.OB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2009

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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								28,512,990	D⁽¹⁾
SERIES B CONVERTIBLE PREFERRED STOCK	02/06/2009	02/06/2009	P		1,777,778	A	$0.00⁽⁵⁾	4,118,263⁽²⁾	D
COMMON STOCK	02/06/2009	02/06/2009	J		16,148,612	D	$0.0⁽⁶⁾	12,364,378	D
COMMON STOCK	02/06/2009	02/06/2009	J		12,364,378	D	$0.0⁽³⁾	12,364,378	I	By: Pete R. Pizarro, Trustee inder Voting Trust Agreement, dtd 2/6/09
SERIES B CONVERTIBLE PREFERRED STOCK	02/06/2009	02/06/2009	J		4,118,263	D	$0.0⁽⁴⁾	4,118,263	I	By: Pete R. Pizarro under Voting Trust Agreement dtd 2/6/09

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)	Code	V	(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)

Explanation of Responses:

1. R. Allen Stanford is the beneficial shareholder of Stanford International Bank, Ltd. ("SIBL"). As a result of such ownership, Mr. Stanford could be deemed to have indirect beneficial ownership of 28,512,990 shares of common stock of the Issuer.

2. Pursuant to a Fourth Amendment to Preferred Stock Purchase Agreement, dated September 17, 2008, SIBL purchased an aggregate of 2,340,485 shares of Series B Convertible Preferred Stock of the Issuer. Each share of the Series B Convertible Preferred Stock is initially convertible into one share of the Issuer's common stock. Every eight shares of the Series B Convertible Preferred Stock is currently convertible into seven shares of the Issuer's common stock.

3. Pursuant to a Voting Trust Agreement between SIBL, Pete R. Pizarro, as Trustee, and the Issuer, dated February 6, 2009 (the "Voting Trust Agreement"), SIBL agreed to deposit with "Pete R. Pizarro, Trustee, or his successor in trust" under the Voting Trust Agreement an aggregate of 12,364,378 shares of the Issuer's common stock, par value $.00001 per share, and Mr. Pizarro, as Trustee, has the full power and authority to vote the deposited shares in his judgment as may be in the best interest of the Issuer, subject only to certain restrictions set forth in the Voting Trust Agreement.

4. Pursuant to the Voting Trust Agreement, SIBL agreed to deposit with "Pete R. Pizarro, Trustee, or his successor in trust" under the Voting Trust an aggregate of 4,118,263 shares of the Issuer's Series B $6.75 Convertible Preferred Stock, and Mr. Pizarro, as Trustee, has the full power and authority to vote the deposited shares in his judgment as may be in the best interest of the Issuer, subject only to certain restrictions set forth in the voting Trust Agreement. Every eight shares of the Series B Convertible Preferred Stock is currently convertible into seven shares of the Issuer's common stock.

5. Pursuant to a Modification Agreement between SIBL and the Issuer, dated February 6, 2009, SIBL agreed to convert and exchange $12 million in debt of the Issuer owed to SIBL into 1,777,778 shares of Series B Convertible Preferred Stock of the Issuer, and to cancel any accrued unpaid interest outstanding on such principal amount.

6. Pursuant to the Modification Agreement, SIBL agreed to surrender for cancellation by the Issuer, 16,148,612 shares of the Issuer's common stock.

	JAMES M. DAVIS, CHIEF FINANCIAL OFFICER	02/10/2009
	** 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 Number.