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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to ____________________ Commission file number 000-30061 Elephant Talk Communications, Inc. (Exact name of registrant as specified in its charter) California 95 -4557538 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Schiphol Boulevard 249 1118 BH Schiphol The Netherlands N/A (Address of principal executive offices) (Zip Code) Issuer’s telephone number: 31 0 20 653 5916 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non -accelerated filer Smaller reporting company (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes No x The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2009 was approximately $12,786,514 based on the closing sale price of the Company’s common stock on such date of U.S. $0.95 per share, as reported by the OTC BB. State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of March 30, 2010 there were 64,260,437 shares of common stock outstanding. Elephant Talk Communications Inc. Form 10-K For the fiscal year ended December 31, 2009 TABLE OF CONTENTS Note on Forward -Looking Statement 1 PART I Item 1. Description of Business. 2 Item 2. Description of Property. 26 Item 3. Legal Proceedings. 27 PART II Item 4. Reserved 28 Item 5. Market for Common Equity and Related Stockholder Matters. 28 Item 6. Selected Financial Data. 31 Item 7. Management ’s Discussion and Analysis of Financial Condition and Results of Operations. 32 Item 8. Financial Statements. 39 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure. 67 Item 9A(T). Controls and Procedures. 67 PART III Item 10. Directors, Executive Officers and Corporate Governance. 69 Item 11. Executive Compensation. 74 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. 74 Item 13. Certain Relationships and Related Transactions, and Director Independence. 76 Item 14. Principal Accountant Fees and Services. 78 PART IV Item 15. Exhibits, Financial Statement Schedules. 79 NOTE ON FORWARD LOOKING STATEMENTS This Report, including the documents incorporated by reference in this Report, includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Our actual results may differ materially from those discussed herein, or implied by, these forward-looking statements. Forward-looking statements are generally identified by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “project” and other similar expressions. In addition, any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements. Forward-looking statements included in this Report or our other filings with the SEC include, but are not necessarily limited to, those relating to: • risks and uncertainties associated with the integration of the assets and operations we have acquired and may acquire in the future; • our possible inability to raise or generate additional funds that will be necessary to continue and expand our operations; • our potential lack of revenue growth; • our potential inability to add new products and services that will be necessary to generate increased sales; • our potential lack of cash flows; • our potential loss of key personnel; • the availability of qualified personnel; • international, national regional and local economic political changes; • general economic and market conditions; • increases in operating expenses associated with the growth of our operations; • the possibility of telecommunications rate changes and technological changes; • the potential for increased competition; and • other unanticipated factors. The foregoing does not represent an exhaustive list of risks. Please see “Risk Factors” for additional risks which could adversely impact our business and financial performance. Moreover, new risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. All forward-looking statements included in this Report are based on information available to us on the date of this Report. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this Report. 1 ITEM 1. DESCRIPTION OF BUSINESS We provide Internet, telephony, and data communications software services to both mobile phone companies and businesses Elephant Talk Communications, Inc. also referred to as “we”, “us”, “Elephant Talk” and “the Company” is an international provider of business software and services to the telecommunications and financial services industry. Elephant Talk installs its operating software at the network operating centers of mobile carrier and receives a fee per month per cell phone subscriber on the network. Currently the subscribers are wholesale customers of Vizzavi (a subsidiary of the Vodafone group) in Spain and T-Mobile in the Netherlands. Elephant Talk typically signs a five- year exclusive with one carrier per country. Negotiations with mobile carriers are currently under way in a number of other countries. We also operate landline telephony services in nine European countries and Bahrain. Our network components, hardware, software systems, telecom switches and interconnections with other telecom operators are located in secured data-centers in eight countries. Our ET Boss software enables mobile carriers to outsource their entire back office to Elephant Talk. By outsourcing operations the mobile carriers can reduce the number of vendor software, employees, and consultants. ET Boss reduces the number of software modules / vendors form over twenty to one. Additionally, ET Boss enables mobile virtual network operators (MVNO’s) to control their pricing and product offerings with the touch of a keypad from a windows interface. This compares with the current situation often experienced by virtual operators whereby it can take up to six month to effect a change in their product offerings. Due to the large capital outlays required for the construction of new towers, switches, and infrastructure, mobile network operations such as Sprint (outsourced to Ericson) have been outsourcing elements of their networks in an effort to reduce costs. Our software platform offers operators the potential to realize significant savings; we are currently providing these services to Vodafone’s subsidiary in Spain and T-Mobile in the Netherlands. We simply take three pipes from the mobile network operator (MNO) – voice, data, and signaling (see above) – and plug them into our ET Boss platform (see below). 2 We are developing and acquiring application software to enable our virtual clients to offer various dynamic products that include remote health care monitoring on a watch or pendant credit card fraud prevention, mobile internet ID security, multi-country discounted phone services, loyalty management services, and a whole range of other emerging customized mobile services. In line with our strategy to develop and market customized mobile solutions, we acquired ValidSoft,

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