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

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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^*

PIZARRO PEDRO R

(Last)

(First)

(Middle)

8200 NW 52 TERRACE

SUITE 102

(Street)

MIAMI

33166

(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)

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2009

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 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							750,000	I	By: Pedro R. Pizarro Trustee of Pedro R. Pizarro Revocable Trust Dated June 18, 1996
Common Stock							18,000	D
Common Stock							12,364,377	I⁽¹⁾	By: Pete R. Pizarro, Trustee under the Voting Trust Agreement, dated February 6, 2009
Series B Convertible Preferred Stock							4,118,263	I⁽²⁾	By: Pete R. Pizarro, Trustee under the voting Trust Agreement, dated February 6, 2009
Common Stock							8,853	I	By: Pizarro Investment Holdings, LP
Common Stock	08/26/2008	08/26/2008	P4	1,500	A	$2.84	19,500	D

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)
Option to Purchase Common Stock	$0.45⁽⁵⁾			⁽⁵⁾			03/10/2008⁽³⁾	02/15/2018	Common Stock	3,122,000⁽³⁾		3,122,000	D
Option to Purchase common Stock	$0.45⁽⁵⁾			⁽⁵⁾			08/21/2008⁽⁴⁾	07/21/2018	Common Stock	78,000⁽⁴⁾		78,000	D
Option to Purchase Common Stock	$0.45						06/04/2010⁽⁶⁾	06/04/2019	Common Stock	1,000,000		1,000,000	D

Explanation of Responses:

1. Pursuant to a Voting Trust Agreement between Mr. Pizarro, as Trustee, Stanford International Bank Ltd. ("SIBL") and the Issuer, dated February 6, 2009, (the "Voting Trust") SIBL agreed to deposit with "Pete R. Pizarro, Trustee, or his successor in trust" under the Voting Trust an aggregate of 12,364,377 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.

2. Pursuant to a Voting Trust Agreement between Mr. Pizarro, as Trustee, SIBL and the Issuer, dated February 6, 2009, 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 initially convertible into seven shares of the Issuer's common stock.

3. So long as the reporting person is continuously employed by the Issuer, the Options vest in 48 equal monthly installments of 65,042 each, commencing March 10, 2008.

4. So long as the reporting person is continuously employed by the Issuer, the Options vest in 48 equal monthly installments of 1,625 each, commencing August 21, 2008.

5. On June 4, 2009, amendments to the Issuer's 2008 Executvie Inventive Plan and 2007 Stock Option and Incentive Plan were approved to permit the repricing of the stock options granted thereunder. Eligible stock options held by the reporting person have been repriced such that the exercise price of each option is the mean average of the high and low trading price of the Issuer's common stock on the OTC Bulletin Board on June 4, 2009, or $.45 per share.

6. These Options were granted pursuant to a Non-Qualified Stock Option Agreement under the Issuer's 2008 Executive Incentive Plan; the options vest over a period of four years, 25% (250,000 shares) on June 4, 2010, and then 1/36 of the remaining grant (20,833 shares) on the first day of each month thereafter.

	PEDRO R. PIZARRO	02/08/2010
	** 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).
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