8-K

UNITED STATES

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 (Date of Earliest Event Report): April 4, 2008

ELANDIA INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51805	71-0861848
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1500 Cordova Road

Suite 312

Fort Lauderdale, FL 33316

(Address of principal executive offices) (Zip Code)

(954) 728-9090

(Registrant’s telephone number, including area code)

Not Applicable

(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:

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

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

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

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

Unless otherwise indicated in this Current Report or the context otherwise requires, all references in this Current Report to “eLandia,” the “Company,” “us,” “our” or “we” are to eLandia International Inc.

Item 1.01 Entry of a Material Definitive Agreement.

On April 4, 2008, Desca Holding, LLC, our majority-owned subsidiary (“Desca”), entered into a binding summary of proposed terms (the “Term Sheet”) relating to Desca’s acquisition of 100% of the outstanding equity interests of Transistemas S.A. (“Transistemas”). Transistemas operates in Argentina as a network solution provider and system integrator.

Pursuant to the Term Sheet, Desca will acquire all of the issued and outstanding common stock of Transistemas for an aggregate purchase price of $7,600,000 of which $1,000,000 was deposited with the sellers upon the execution of the Term Sheet. A portion of the purchase price ($1,000,000) will be held in escrow for a period of one year following the closing in order to satisfy certain of the indemnification obligations of the sellers.

The closing of the acquisition of Transistemas is subject to, among other things (i) negotiation of definitive purchase documentation containing customary representations, warranties, covenants, indemnities and other terms and conditions, (ii) completion of our due diligence of Transistemas and its subsidiaries, including a legal and financial review, (iii) receipt of satisfactory evidence of Transistemas’ compliance with the Foreign Corrupt Practices Act, (iv) the absence of any materially adverse changes to the business, assets, condition (financial or otherwise), operating results, operations or business prospects of Transistemas and its subsidiaries, (v) the satisfaction by Transistemas of certain financial thresholds including minimum revenues, net asset value and EBITDA for the period ending March 31, 2008, provided that the parties have agreed to waive this requirement if financial statements for such period are not delivered by the closing date, (vi) the delivery by Transistemas of financial statements for the period ending March 31, 2008, which are compliant with U.S. generally accepted accounting principles, provided that the parties have agreed to waive this requirement if such statements are not delivered by the closing date, (vii) the absence of any contingencies or other liabilities in excess of an agreed amount and not disclosed in Transistemas’ financial statements (whether audited or unaudited) for the period ending March 31, 2008, (viii) evidence that certain key customer relationships of Transistemas have been maintained, and (ix) obtaining various governmental and third party consents to the transactions contemplated by the Term Sheet.

The foregoing is merely a summary of the terms and conditions of the Transistemas transaction described above and does not purport to be a complete discussion of the Term Sheet.

Item 8.01 Other Events.

On April 8, 2008, Desca issued a press release announcing the execution of the Term Sheet. The press release is attached hereto as Exhibit 99.1 to this Current Report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Desca Holding, LLC Press Release dated April 8, 2008.

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SIGNATURE

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

	ELANDIA INTERNATIONAL INC.
Dated: April 10, 2008	By:	/s/ Harley L. Rollins
		Harley L. Rollins
		Chief Financial Officer

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Exhibit Index

Exhibit No.	Description
99.1	Desca Holding, LLC Press Release dated April 8, 2008.

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EX-99.1

Exhibit 99.1

DESCA agrees to acquire Transistemas; Resulting organization to reach from the Rio Grande to La Patagonia, leveraging skills and expertise of both companies

MIAMI, Fla.- April 8, 2008 - DESCA, a leading Latin American provider of network solutions and system integration services, today announced that it has entered into a binding letter of intent to purchase 100 percent of Transistemas, an Argentine network solution provider and system integrator, subject to completion of documents and satisfaction of closing conditions. The acquisition will extend DESCA’s direct presence in Latin America from Mexico to Argentina, and enables the company to deliver consistent, leading-edge services across regions for its multi-national customers. For Transistemas, the move will help assure service continuity for existing customers and provide employees with new opportunities for continued growth.

“We are delighted that DESCA will operate Transistemas.” said Jimmy Wray, chairman of Transistemas. “DESCA’s extensive regional customer base, its ability to leverage high sales volumes, and its demonstrated technology expertise will enable us to continue meeting our customers’ high expectations. At the same time, we can assure our team of highly talented professionals that they will continue to work with Transistemas customers while enjoying expanded opportunities for professional growth.”

The acquisition will make DESCA the largest networking solutions provider in Latin America and the Caribbean, with more than 700 employees and direct presence in more than 11 countries. Currently DESCA serves customers from locations in Colombia, Costa Rica, Ecuador, El Salvador, Guatemala, Honduras, Mexico, Panama, Trinidad & Tobago, and Venezuela. DESCA’s employees are among the most skilled and experienced resources in Latin America, with extensive certifications in data and application networking, voice, security, and other technologies, and they support numerous mission-critical customer solutions. The company takes a holistic approach to delivering standards-based business solutions, helping customers prepare, plan, design, implement, operate, and optimize their technology investments to implement best practices and maximize business benefits.

“We are pleased to add the Transistemas team to our organization,” said Jorge Alvarado, president and chief executive officer of DESCA. “This is an important milestone for DESCA as we continue to build the most professional network and system integration services organization in Latin America and the Caribbean Region. With major presence in Argentina, we plan to expand operations to Bolivia, Chile, Paraguay, Peru, and Uruguay over the next 18 months.”

Transistemas has over 25 years of experience in delivering expert professional services and world-class business solutions to its customers in Argentina. With more than 100 professionals certified by leading technology vendors, including Cisco, Oracle, Sun Microsystems, and VM Ware, Transistemas has built a nationwide base of loyal customers across almost every industry.

About DESCA

DESCA is the leading provider of network infrastructure and system integration products and services in Latin America and the Caribbean. The company delivers world-class business information and telecommunications solutions to customers in Colombia, Costa Rica, Ecuador, El Salvador, Guatemala, Honduras, Mexico, Panama, Trinidad & Tobago, Venezuela, and Argentina. The company is majority-owned by eLandia International companies and headquartered in Miami, Florida. For more information, please visit www.desca.com.

CONTACT:

Javier Rodriguez, eLandia International

Tel: +1 305 987 4613

e-mail: jrodriguez@desca.com

Vivian Pineda, DESCA

Tel: +1 305 415 8869

e-mail: vpineda@desca.com

WWW: http://www.desca.com