8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report: August 22, 2008

ELEPHANT TALK COMMUNICATIONS INC.

(Exact name of registrant as specified in Charter)

California	000-30061	95-4557538
(State of other Jurisdiction of incorporation)	(Commission file no.)	(IRS employer identification no.)

Schiphol Boulevard 249, 1118 BH Schiphol, The Netherlands

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code (31 0 20 653 5916)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

During the period beginning July 21, 2008, and ending August 18, 2008, Elephant Talk Communications, Inc. (the “Company”) consummated closings (the “Closings”) of its private placement offering (the “Offering”) of Units comprised of shares of common stock (the “Shares”) and warrants to purchase shares of common stock (the “Warrants”, together with the Shares, the “Securities”) to accredited investors (“Investors”). The Securities were offered and sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Company sold an aggregate of 2,847,018 Shares at a purchase price of $1.05 per Share and delivered Warrants to purchase an aggregate of 2,847,018 shares of the Company's common stock at an exercise price of $1.26 per share and Warrants to purchase an aggregate of 1,423,509 shares of the Company's common stock at an exercise price of $1.47 per share. The Company intends to use the net proceeds from the Offering primarily for working capital. Certain members of our board of directors are affiliates of one of the investors.

The Warrants entitle the holders to purchase shares of the Company's common stock reserved for issuance thereunder (the “Warrant Shares”) for a period of five years from the date of issuance. The Warrants contain certain anti-dilution rights on terms specified in the Warrants.

The investors of this Offering are not entitled to any registration rights with respect to the Securities.

The Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and are being offered and sold only in the United States to “accredited investors” (as defined in Rule 501(a) of the Securities Act) pursuant to an exemption from registration under Section 4(2) of the Securities Act. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission or regulatory body has approved or disapproved the securities. Any representation to the contrary is a criminal offense.

Item 3.02. Unregistered Sales of Equity Securities

See Item 1.01 of this Current Report on Form 8-K, which Item is incorporated herein by this reference, for a description of the terms of the financing transaction that included the issuance of the Securities.

The Company received net proceeds of $2,630,644.68 from the placement, after payment of commissions of approximately $358,724.27. The Company retained a placement agent in Europe for the Offering. Certain members of the board of directors are affiliated with the European placement agents. In addition, the placement agents are entitled to receive five-year warrants to acquire an aggregate of 284,702 shares of the Company’s common stock at an exercise price of $1.05 per share.

Item 7.01 Regulation FD Disclosure

On August 22, 2008, the Company issued a press release pertaining to the equity financing described in Items 1.01 and 3.02 hereof. A copy of the press release is attached as Exhibit 99.1 to this Current Report.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release, dated August 22, 2008, relating to the Company’s raise of approximately $3,000,000 in equity financing.

This Current Report on Form 8-K may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements with respect to the Company’s plans, objectives, expectations and intentions; and (ii) other statements identified by words such as “may”, “could”, “would”, “should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

ELEPHANT TALK COMMUNICATIONS INC.

/s/ Willem Ackermans

Willem Ackermans

Chief Financial Officer

Dated: August 22, 2008

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EX-99.1

Elephant Talk's management and insiders add another $6.3M to Company's capital account, with an additional $1M subscribed for

ORANGE, Calif., Aug. 22, 2008 - (PR NEWSWIRE) - Elephant Talk Communications, Inc. (OTCBB: ETAK), an international telecom and multimedia content distributor, announced today that the company has received equity funding of $3 million. The funding is part of the equity financing announced by the company on July 8^th, bringing total placement to date to $6.3 million. The latest round of financing brings management’s and insiders’ capital investment to over $30 million and represents their commitment to the success of the company. The company intends to use the capital for continued expansion of its proprietary global telecom network and infrastructure.

CEO of Elephant Talk, Steven van der Velden said: “Our commitment to our shareholders and to our operational objectives remains steadfast. We continue to pursue an acquisitions program that will expand our global footprint and position ET as the preferred telecom services provider and systems integrator for mobile virtual network operators.”

About Elephant Talk Communications

Elephant Talk Communications is positioning itself as an international telecom operator and enabler/systems integrator to the multimedia industry by facilitating the distribution of all forms of content, as well as mobile and fixed-telecom services, to global telecommunications consumers. The company provides traditional telecom services, media streaming, and distribution services primarily to the business-to-business (B2B) community within the telecommunications market. Elephant Talk is also a systems integrator and developer for mobile telecom and content distribution solutions; and, as a Mobile Virtual Network Enabler (MVNE), the company has positioned itself as the premier outsourcing partner for both Mobile Network Operators (MNO's) as well as for Mobile Virtual Network Operators (MVNO's). Elephant Talk is positioning itself as the preferred MVNE partner of the larger, global Mobile Operators and currently operates sophisticated networks in over a dozen markets in Europe, Asia Pacific, and the Middle East.

Forward-Looking Statements

Certain statements contained herein constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates and projections about the Company's industry, management's beliefs and certain assumptions made by management. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Because such statements involve risks and uncertainties, the actual results and performance of the Company may differ materially from the results expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Unless otherwise required by law, the Company also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made here; however, readers should review carefully reports or documents the Company files periodically with the Securities and Exchange Commission.

Contact:

At the Company:

Steven van der Velden

+ 31 20 653 59 16

info@elephanttalk.com

http://www.elephanttalk.com

Investor Relations:

RedChip Companies Inc.

Jon Cunningham

1-800-REDCHIP (733-2447), Ext. 107

info@redchip.com

http://www.redchip.com

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