UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A





x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
fiscal year ended December 31, 2009





o
            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
                                  incorporation
      or organization)
                                
                                (I.R.S.
      Employer
                                  Identification
      No.)





Schiphol
      Boulevard 2491118
      BH Schiphol
                                      
                                      N/AThe
      Netherlands(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.  o





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  o




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 xNo o





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.  x




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 o
                
                Accelerated
      filer oNon-accelerated
      filer o
                
                Smaller
      reporting company x(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 o 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.







EXPLANATORY
NOTE




Elephant
Talk Communications, Inc. (unless the context otherwise requires, includes
its direct and indirect subsidiaries and is referred to as “Company,” “we,” “us”
or “our”) is filing this Amendment No. 1 (the “Amendment”) to its Annual Report
on Form 10-K for the fiscal year ended December 31, 2009, which was
originally filed on March 31, 2010 (the “Original Filling”)because a definitive proxy
statement containing the information required by Part III, Item 11, will not be
filed within 120 days after the end of the fiscal year covered by the Original
Filing. This Form 10-K/A amends Part III, Item 11 “Executive Compensation,” of
the Original Filing and deletes the incorporation by reference of our definitive
proxy statement.




This
Amendment amends and restates in its entirety Item 11 “Executive Compensation”
and the management certifications filed as exhibits in Item 15 to the Original
Filing, which have been re-executed and re-filed as of the date of this
Amendment.  This Amendment does not affect any other parts of, or exhibits
to, the Original Filing.




Except as
expressly stated in this Amendment, this Amendment continues to speak as of the
date of the Original Filing, and we have not updated the disclosure contained in
the Amendment to reflect events that have occurred since the filing of the
Original Filing.  Accordingly, this Amendment must be read in conjunction
with our other filings, if any, made with the Securities and Exchange Commission
(“SEC”) subsequent to the filing of the Original Filing, including amendments to
those filings, if any.




2




ELEPHANT
TALK COMMUNICATIONS, INC.


2009
ANNUAL REPORT ON FORM 10-K/A


TABLE
OF CONTENTS




PagePart IIIItem
      11.
                      Executive
      Compensation
                      
                      4




SIGNATURES




This
Amendment is for the year-ended December 31, 2009. This Amendment, along
with our annual report for the year ended December 31, 2009 (“Annual
Report”), modifies and supersedes documents filed prior to the Annual Report, as
amended. The SEC allows us to “incorporate by reference” information that we
file with the SEC, which means that we can disclose important information to you
by referring you directly to those documents. Information incorporated by
reference is considered to be part of our Annual Report.  However, we have
chosen to file Part III, Item 11 “Executive Compensation” of the Annual
Report through Form 10-K/A.  In addition, information that we file
with the SEC in the future will automatically update and supersede information
contained in this Annual Report.




3


PART
III





ITEM
11.  EXECUTIVE
COMPENSATION




The
following table sets forth all annualized compensation paid to our named
executive officers at the end of the fiscal years ended December 31, 2009 and
2008. Individuals we refer to as our "named executive officers" include our
Chief Executive Officer, Chief Technology/Chief Operating Officer and Chief
Financial Officer.





SUMMARY
COMPENSATION TABLE




Name and
                                    principal
                                    position
                                  
                                  Year
                                  
                                  Salary ($)
                                  
                                  Bonus ($)
                                  
                                  Stock Awards
                                    ($)(1)
                                  
                                  
                                  Total ($)Steven
      van der Velden
                                  
                                  2008
                                  
                                  —
                                  
                                  —
                                  
                                  —
                                  
                                  
                                  —President
      and CEO
                                  
                                  2009
                                  
                                  —
                                  
                                  —
                                  
                                  $
                                  193,380
                                  (2)
                                  
                                  $
                                  193,380Martin
      Zuurbier
                                  
                                  2008
                                  
                                  $
                                  193,149
                                  
                                  —
                                  
                                  —
                                  
                                  
                                  $
                                  193,149COO,
      CTO
                                  
                                  2009
                                  
                                  $
                                  216,920
                                  
                                  —
                                  
                                  $
                                  118,500
                                  (3)
                                  
                                  $
                                  335,420Mark
      Nije
                                  
                                  2008
                                  
                                  $
                                  182,175
                                  
                                  —
                                  
                                  —
                                  
                                  
                                  $
                                  182,175CFO
                                  
                                  2009
                                  
                                  $
                                  191,891
                                  
                                  —
                                  
                                  $
                                  79,000
                                  (4)
                                  
                                  $
                                  270,891





(1)
            The
      amounts included in these columns are the aggregate fair values of the
      awards granted by the Company to the executives in the fiscal year, valued
      in accordance with ASC 718 for the fiscal years ended December 31, 2008
      and December 31, 2009. Pursuant to SEC rules, the amounts in this column
      exclude the impact of estimated forfeitures related to service-based
      vesting conditions. For information on the valuation assumptions used in
      calculating these dollar amounts, see Note 1 to our audited financial
      statements included in our Annual Reports on Form 10-K for the fiscal
      years ended December 31, 2008 and December 31, 2009, each as filed with
      the SEC. During the fiscal year ended December 31, 2009, there were no
      award forfeitures related to service-based vesting conditions. Changes in
      compensation in the above table may arise as a result of exchange rate
      differences. Any changes in compensation in real terms can be found in the
      notes below.


(2)
            Comprised
      of 124,800 shares of restricted stock paid as salary and 150,000 shares of
      restricted stock as bonus in stock


(3)
            Comprised
      of 150,000 shares of restricted stock paid as bonus in
    stock.


(4)
            Comprised
      of 100,000 shares of restricted stock paid as bonus in
    stock.




Narrative Disclosure to Summary
Compensation Table.




Employment
Agreements




Except as
set forth below, we currently have no written or unwritten employment agreements
with any of our executive management or directors.




4




Steven van der Velden, President and
Chief Executive Officer -We intend to enter into an employment agreement
with Mr. van der Velden which will provide for his continued employment in his
present capacity as President and Chief Executive Officer prior to the end of
2010. Mr. van der Velden is paid € 228,000 per annum, of which 100% is paid in
the form of restricted common stock, which is consistent with prior
years.  Additionally, our 2009 management incentive bonus plan
provided that upon (i) execution of a definitive agreement with Vodafone and
(ii) the achievement of positive EBITDA in our fourth quarter of 2009,
management would receive shares of restricted common stock.  Mr. van
der Velden received 150,000 shares of restricted common stock pursuant to our
satisfying the first target.  Mr. van der Velden receives no fees
(cash or stock) for serving on our board of directors.




Martin Zuurbier, Chief Operating
Officer, Chief Technical Officer -We intend to enter into an
employment agreement with Mr. Zuurbier which will provide for his continued
employment in his present capacity as Chief Operating Officer and Chief
Technical Officer.  Mr. Zuurbier is paid € 228,000 per annum, of which
31% is paid in the form of restricted common stock, which is consistent with
prior years.  Additionally, our 2009 management incentive bonus plan
provided that upon (i) execution of a definitive agreement with Vodafone and
(ii) the achievement of positive EBITDA in our fourth quarter of 2009,
management would receive shares of restricted common stock.  Mr.
Zuurbier received 150,000 shares of restricted common stock pursuant to our
satisfying the first target.  Mr. Zuurbier receives no fees (cash or
stock) for serving on our board of directors.





Mark Nije, Chief Financial Officer,
-We intend to enter into an employment agreement with Mr. Nije which
will provide for his continued employment in his present capacity as Chief
Financial Officer. Mr. Nije is paid € 210,000 per annum, of which 34% is paid in
the form of restricted common stock, which is consistent with prior
years.  Additionally, our 2009 management incentive bonus plan
provided that upon (i) execution of a definitive agreement with Vodafone and
(ii) the achievement of positive EBITDA in our fourth quarter of 2009,
management would receive shares of restricted common stock.  Mr. Nije
received 100,000 shares of restricted common stock pursuant to our satisfying
the first target.




Administration





Our board
of directors has established a compensation committee that, among other duties,
will administer the Incentive Plan. The compensation committee will be composed
of two members of the Board (although partly through 2009 it composed only 1
member), a majority of whom will be “non-employee directors” within the meaning
of Rule 16b-3(b)(3) of the Securities Exchange Act of 1934, as amended. Members
of our compensation committee will serve at the pleasure of our Board. In
connection with the administration of our Incentive Plan, the compensation
committee, with respect to awards to be made to any person who is not one of our
directors will:





·
            determine
      which employees and other persons will be granted awards under our
      Incentive Plan;·
            grant
      the awards to those selected to participate;·
            determine
      the exercise price for options; and·
            prescribe
      any limitations, restrictions and conditions upon any awards, including
      the vesting conditions of awards.





With
respect to stock options or restricted stock awards to be made to any of our
directors, the Compensation Committee will make recommendations to our Board of
Directors as to:





·
            which
      of such persons should be granted stock options, restricted stock awards,
      performance units or stock appreciation rights;·
            the
      terms of proposed grants of awards to those selected by our Board of
      Directors to participate;·
            the
      exercise price for options; and·
            any
      limitations, restrictions and conditions upon any
  awards.





Any grant
of awards to any of directors under our Incentive Plan must be approved by our
Board of Directors.





In
addition, the compensation committee will:


5




·
            interpret
      our Incentive Plan; and·
            make
      all other determinations and take all other action that may be necessary
      or advisable to implement and administer our Incentive
    Plan.





Types
of Awards





Our
Incentive Plan permits the Compensation Committee to grant the following types
of awards.





Stock Options. Stock options
are contractual rights entitling an optionee who has been granted a stock option
to purchase a stated number of shares of our common stock at an exercise price
per share determined at the date of the grant. Options are evidenced by stock
option agreements with the respective optionees. The exercise price for each
stock option granted under our Incentive Plan will be determined by our Board of
Directors or a committee of the Board at the time of the grant, but will not be
less than fair market value on the date of the grant. Our Board of Directors or
a committee of the Board will also determine the duration of each option;
however, no option may be exercisable more than ten years after the date the
option is granted. Within the foregoing limitations, the Board of Directors or
committee of the Board may, in its discretion, impose limitations on exercise of
all or some options granted under our Incentive Plan, such as specifying minimum
periods of time after grant during which options may not be exercised. Options
granted under our Incentive Plan will vest at rates specified in the option
agreement at the time of grant; however, all options granted under our Incentive
Plan will vest upon the occurrence of a change of control, as defined in the
Incentive Plan. Our Incentive Plan also contains provisions for our Board of
Directors or a committee of the Board to provide in the participants’ option
award agreements for accelerating the right of an individual employee to
exercise his or her stock option or restricted stock award in the event of
retirement or other termination of employment. No cash consideration is payable
to us in exchange for the grant of options.





Our
Incentive Plan provides that the stock options may either be Incentive Stock
Options within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended, or Non-Qualified Options, which are stock options other than
Incentive Stock Options within the meaning of Sections 422 of the Code.
Incentive Stock Options may be granted only to our employees or employees of our
subsidiaries, and must be granted at a per share option price not less than the
fair market value of our common stock on the date the Incentive Stock Option is
granted. In the case of an Incentive Stock Option granted to a shareholder who
owns shares of our outstanding stock of all classes representing more than 10%
of the total combined voting power of all of our outstanding stock of all
classes entitled to vote in the election of directors, the per share option
price must be not less than 110% of the fair market value of one share of our
common stock on the date the Incentive Stock Option is granted and the term of
such option may not exceed five years. As required by the Code, the aggregate
fair market value, determined at the time an Incentive Stock Option is granted,
of our common stock with respect to which Incentive Stock Options may be
exercised by an optionee for the first time during any calendar year under all
of our incentive stock option plans may not exceed $100,000.





The
exercise price for Non-Qualified Options may not be less than the fair market
value of our common stock on the date the Non-Qualified Option is granted.
Non-Qualified Options are not subject to any of the restrictions described above
with respect to Incentive Stock Options. The exercise price of stock options may
be paid in cash, in whole shares of our common stock, in a combination of cash
and our common stock, or in such other form of consideration as our Board of
Directors or the committee of the Board may determine, equal in value to the
exercise price. However, only shares of our common stock which the option holder
has held for at least six months on the date of the exercise may be surrendered
in payment of the exercise price for the options. In no event may a stock option
be exercised after the expiration of its stated term.





Stock Appreciation Rights. A
stock appreciation right permits the grantee to receive an amount (in cash,
common stock, or a combination thereof) equal to the number of stock
appreciation rights exercised by the grantee multiplied by the excess of the
fair market value of our common stock on the exercise date over the stock
appreciation rights’ exercise price. Stock appreciation rights may or may not be
granted in connection with the grant of an option. The exercise price of stock
appreciation rights granted under the Incentive Plan will be determined by the
Board of Directors or a committee of the Board; provided, however, that such
exercise price cannot be less than the fair market value of a share of common
stock on a date the stock appreciation right is granted (subject to
adjustments). A stock appreciation right may be exercised in whole or in such
installments and at such times as determined by the Board of Directors or a
committee of the Board.


6




Restricted Stock. Restricted
shares of our common stock may be granted under our Incentive Plan subject to
such terms and conditions, including forfeiture and vesting provisions, and
restrictions against sale, transfer or other disposition as the Board of
Directors or a committee of the Board may determine to be appropriate at the
time of making the award. In addition, the Board of Directors or a committee of
the Board may direct that share certificates representing restricted stock be
inscribed with a legend as to the restrictions on sale, transfer or other
disposition, and may direct that the certificates, along with a stock power
signed in blank by the grantee, be delivered to and held by us until such
restrictions lapse. The Board of Directors or a committee of the Board, in its
discretion, may provide in the award agreement for a modification or
acceleration of shares of restricted stock in the event of permanent disability,
retirement or other termination of employment or business relationship with the
grantee.





Performance Units. The
Incentive Plan permits grants of performance units, which are rights to receive
cash payments equal to the difference (if any) between the fair market value of
our common stock on the date of grant and its fair market value on the date of
exercise of the award, except to the extent otherwise provided by the Board of
Directors or a committee of the Board or required by law. Such awards are
subject to the fulfillment of conditions that may be established by the Board of
Directors or a committee of the Board including, without limitation, the
achievement of performance targets based upon the factors described above
relating to restricted stock awards.




Performance Bonus. The
Incentive Plan permits grants of performance bonuses, which may be paid in cash,
common stock or combination thereof as determined by the Board of Directors or a
committee of the Board. The maximum value of performance bonus awards granted
under the Incentive Plan shall be established by the compensation committee at
the time of the grant. An employee’s receipt of such amount will be contingent
upon achievement of performance targets during the performance period
established by the compensation committee. The performance targets will be
determined by the Board of Directors or a committee of the Board based upon the
factors described above relating to restricted stock awards. Following the end
of the performance period, the Board of Directors or a committee of the Board
will determine the achievement of the performance targets for such performance
period. Payment may be made within 60 days of such determination. Any payment
made in shares of common stock will be based upon the fair market value of the
common stock on the payment date.





DIRECTOR
COMPENSATION




Compensation
of Directors Summary Table





The
following table represents compensation paid in 2009 to our directors who are
not “named executive officers.”




Name
                
                Fees
                  Earned or
                  Paid in
                  Cash ($)
                
                
                Stock
                  Award ($)
                
                
                Option
                  Awards
                  ($)
                
                
                Non-Equity
                  Incentive Plan
                  Compensation
                  ($)
                
                
                Non-Qualified
                  Deferred
                  Compensation
                  Earnings ($)
                
                
                All Other
                  Compensation
                  ($)
                
                
                Total
                  ($)Johan
      DeJager (1)(2)
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0Yves
      van Sante (1)(2)
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0Roderick
      de Greef (1)(3)
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0Bruce
      Barren (1)(4)
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0




7





(1)
            In
      2009 no compensation was paid to the above directors.  Each of
      the above-named directors was granted shares of restricted common stock in
      2008, which vested immediately, for their continued service on our Board
      of Directors through December 31, 2009 or December 31,
    2010.


(2)
            We
      granted to QAT Investments SA on behalf of each of Messrs. Dejager
      and van Sante, on  November 17, 2008, respectively, 500,000
      shares of our common stock for their continued service on our Board of
      Directors through December 31, 2010.  These shares had values of
      $110,000 and $110,000, respectively, on their dates of issuance and vested
      immediately.


(3)
            On
      November 17, 2008, we granted 408,333 shares of our common stock to Mr. de
      Greef for his continued service on our Board of Directors through December
      31, 2009.  These shares had a value of $89,833 on their date of
      issuance and vested immediately.


(4)
            On
      November 17, 2008, we granted  1,012,500 shares of our common
      stock to Mr. Barren for his continued service on our Board of Directors
      through December 31, 2010. These shares had a value of $222,750 on
      their date of issuance and vested immediately.  Effective May
      28, 2009, Mr. Barren resigned as a director of the Company and returned
      536,625 of the shares of restricted common stock granted to him for his
      continued service as a director of the Company.  Mr. Barren did
      not resign from the Company’s Board of Directors as a result of any
      disagreement with the Company on any matter relating to the Company’s
      operations, policies or practices.






8


Part IV




ITEM
15. Exhibits, Financial Statement Schedules




The
following exhibits are filed with this Amendment.




Number
            
            Description31.1
            
            Certification
      of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
      (*)(**)31.2
            
            Certification
      of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
      (*)(**)





*
            Filed
      Herewith


**
            A
      signed original of this written statement has been provided to the Company
      and will be retained by the Company and furnished to the Securities and
      Exchange Commission or its staff upon
request.




9


SIGNATURES





In accordance with the Exchange Act,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.





ELEPHANT
      TALK COMMUNICATIONS, INC.Date:
      April 30, 2010
                      By:
                      /s/
      Steven van der VeldenName:
                      Steven
      van der VeldenTitle:
                      President
      and Chief Executive
Officer




In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.




Person
                                  
                                  Capacity
                                  
                                  Date/s/
      Steven van der Velden
                                  
                                  Chairman
      of the Board and Director
                                  
                                  April
      30, 2010Steven
      van der Velden
                                  
                                  (Principal
      Executive Officer)/s/
      Mark Nije
                                  
                                  Chief Financial
      Officer
                                  
                                  April
      30, 2010Mark
      Nije/s/
      Martin Zuurbier
                                  
                                  Chief Operating
      Officer, Chief
                                  
                                  April
      30, 2010Martin
      Zuurbier
                                  
                                  Technical
      Officer, Director./s/
      Yves R. van Sante
                                  
                                  Director
                                  
                                  April
      30, 2010Yves
      R. van Sante/s/
      Johan Dejager
                                  
                                  Director
                                  
                                  April
      30, 2010Johan
      Dejager/s/
      Roderick de Greef
                                  
                                  Director
                                  
                                  April
      30, 2010Roderick
      de Greef/s/
      Phil Hickman
                                  
                                  Director
                                  
                                  April
      30, 2010Phil
      Hickman




10