UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form
10-K/A

Amendment
no. 2



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



For the fiscal year ended December
31, 2011



| |  ̈ | 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 Corp.










(Exact name of registrant as specified in
its charter)



|Delaware                                                       |  | 95-4557538                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer 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



Common Stock, par value $0.00001 per
share








(Title of class)



Securities registered pursuant to Section
12(g) of the Act:



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 x   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. x



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes x   No
 ̈



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 x        
|--------------------------------------------- |  | ---------------------------
|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 x   No
 ̈



The aggregate market value of the voting
and non-voting common equity held by non-affiliates as of June 30, 2011, the last business day of the registrant’s most
recently completed second fiscal quarter, was approximately $188 million based on the closing sale price of the Company’s
common stock on such date of U.S. $3.21 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 9, 2012 there were 113,807,071
shares of common stock outstanding.











EXPLANATORY NOTE



Elephant Talk Communications Corp.
(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. 2 (the “Amendment No. 2”) to
its Annual Report on Form 10-K for the fiscal year ended December 31, 2011 which was originally filed on March 30,
2011 (the “Original Filing”), as amended by Amendment No. 1 filed on April 30, 2012, to include Item 9B and the Grant
of Plan-based Awards table in Item 11 as required by Item 402 of Regulation S-K. This Amendment No. 2 amends Part II, Item 9B “Other
Information”and Part III, Item 11 “Executive Compensation,” of the Original Filing.



This Amendment
No. 2 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 No.2, this Amendment No. 2 continues to speak as of the date of the Original Filing, and we have not updated
the disclosure contained in the Amendment No. 2 to reflect events that have occurred since the filing of the Original Filing. 
Accordingly, this Amendment No. 2 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







PART II



ITEM 9B. OTHER INFORMATION



General



On March 30, 2012, we
consummated a private placement of certain senior secured convertible notes (the “Convertible Notes” or “Notes”)
in the principal amount of $8,800,000 to five accredited investors (the “Holders”) pursuant to a Securities
Purchase Agreement on the terms set forth below. We received gross proceeds of $8,000,000, after the $800,000 original issue discount.
In connection with the Private Placement, we entered into the following transaction agreements: a Security Purchase Agreement (the
“SPA”), the Convertible Notes, the Escrow Agreements, the Security Agreement, the Subsidiary Guaranty Agreement,
the Voting Agreement and the Registration Rights Agreement.



The Convertible Notes
bear an annual interest rate of 8% of the principal amount and mature on May 1, 2014. The monthly installment payments (constituting
interest and amortization) in the aggregate amount of $ 2,273,718 for the first year were reserved to ensure payment of the monthly
installments. We can elect, on a monthly basis, to pay the full installment amount or parts thereof in our common stock at an amount
equal to 90% of the average of the five lowest volume weighted average prices (“VWAP|”) of the common stock
during the twenty (20) trading days immediately prior to such installment on the trading day payment date. The remaining amount
of $5,726,282 was made available to us immediately at closing of the transaction. In the first year, if we elect to pay a monthly
installment in common stock, the equivalent cash installment amount will be released from the escrow to us.



The Convertible Notes
are convertible at the option of the Holders into our common stock at a fixed conversion price of $2.61 (the “Fixed Conversion
Price”), which equals to 115% of the trailing 30 day closing price prior to closing of the transaction. Twelve months
after the issuance date, the Notes are automatically convertible at the Fixed Conversion Price, if the price of our common stock,
for any consecutive 30 days, close at or above 150% of the Fixed Conversion Price.



Negative Covenant



According to the terms
of the Securities Purchase Agreement we are subject to the following negative covenants: (i) not to create any pledge, mortgage
or other grant of security interest on any of its assets without the Holders’ prior written consent; (ii) not to create or
assume any indebtedness that is senior to the Notes without the Holders’ prior written consent; (iii) not to guarantee any
indebtedness of any of our subsidiaries or any other person with certain exceptions; (iv) not to declare or make any restricted
payments, which include, among other things, dividend or distribution on any class of our capital stock.



Events of Default



According to the terms of the Convertible
Notes, the following events, among other things, may be deemed as or result in an event of default:



| | · | Suspension of trading for a period of 5 days or for more than an aggregate of 10 days in any 365-day
period;
| | - | ------------------------------------------------------------------------------------------------------------

| | · | Failure to deliver the required number of shares of common stock within 3 days after an applicable
conversion date;
| | - | -------------------------------------------------------------------------------------------------------------------

| | · | Failure to pay any amount of principal, interest, and/or late charges when and as due under the
Convertible Notes, including failure to pay any redemption payments;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The Company or any of its subsidiaries which is a party to the Security Agreement and Subsidiary
Guaranty Agreement defaults on any indebtedness as defined in the SPA;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Failure to hold a special shareholders meeting to approve the issuance in full of all conversion
shares and stock payment shares in according to the NYSE Amex rules within the required period;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



3







If an event of default occurs, the Holder
may declare all of the then outstanding principal of the affected Note and all other Notes held by the Holder, including any interest
and unpaid late charges, to be due and payable immediately with certain exceptions. In the event of such acceleration, the amount
due and owing to the Holder shall be 110% of the outstanding principal held by the Holder. In addition, such acceleration triggers
default under the Security Agreement, as a result of which, the Holder may foreclose on our subsidiaries’ assets.



In the event we (in
partnership with Adeptra), within 60 days from the closing date of the Private Placement, fail to announce that we have entered
into a contract with one of the ten largest international financial institutions to provide SIM swapping fraud detection and prevention
services to such financial institution in which the Company will receive certain requisite amount of net compensation (the “Launch
Failure”), the Holders may declare all of the then outstanding principal amount of the Note to be due and payable immediately.
In addition, in the event of a Launch Failure, the Holders may convert the Notes into our common stock at the lowest of (a) the
Fixed Conversion Price in effect prior to such failure, (b) 90% of the average of the 5 lowest VWAPs for the 20 days prior to that
day (c) 90% of the lowest reported trade price for the common stock as reported by Bloomberg on such date. Upon occurrence of a
Launch Failure, the Company has the option to redeem a portion or the entire outstanding amount of the Convertible Notes at a redemption
price of 100% thereof.



Reserved Shares and Other Limitations



We are required to initially
reserve a number of common stock equal to 225% of the entire principal amount of the Notes at the Fixed Conversion Price (the “Reserved
Shares”). The Notes include certain beneficial ownership limitations applicable to the conversion of the Notes. At no
time will a holder be entitled to convert any portion of the Notes if, after such conversion the Holder would beneficially own
more than 4.9% of the then issued and outstanding shares of common stock. The Holder may increase or decrease this limitation percentage
not in excess of 9.9% upon a 61 day prior written notice to us.



In addition, the Holders
are not entitled to convert any portion of the Note if, after such conversion, the issuance of the conversion shares would be in
excess of 20% of the then issued and outstanding shares and thus require stockholder approval pursuant to NYSE Amex rules, unless
such stockholder approval is obtained or a legal opinion is obtained stating no stockholder approval is required.



Stockholder Approval and Voting Agreement



Notwithstanding the
fact that the issuance of the shares of common stock in connection with the Private Placement does not require stockholder approval
pursuant to NYSE Amex rules, we agreed to hold a stockholders meeting for the purpose of approving the issuance in full of all
conversion shares and stock payment shares within 120 days from the closing date. We expect to have such a stock holder meeting
in July 2012. Further, following a Launch Failure, we will use reasonable best efforts, within 45 days of the date of such Launch
Failure (or 60 days after the date of Launch Failure if the proxy statement is reviewed by the SEC), to hold a special stockholders
meeting for the purpose of amending our certificate of incorporation to increase the authorized number of shares of common stock
from 250,000,000 shares k to 350,000,000 shares.



Under the Voting Agreement,
shareholders representing beneficial ownership of more than 36% of the issued and outstanding shares as of March 9, 2012 agreed
to vote in favor of the proposal to approve the Securities Purchase Agreement.



Security Interests



Our payment obligations
under the Convertible Notes are secured by a first priority security interest over substantially all the assets of the Company
and our subsidiaries pursuant to the Security Agreement and guaranteed by our subsidiaries pursuant to the Subsidiary Guaranty
Agreement.



The Company and its
subsidiaries have agreed to grant a continuing security interest in and to all of their assets to secure the prompt and complete
payment, observance and performance of the Company’s obligation under the transactional agreements.



4







Registration Requirements



Pursuant to the Registration
Rights Agreement, we are obligated to register the shares of common stock in connection with the Convertible Notes pursuant to
certain mandatory registration rights granted to the Holders. Within 30 days of the closing, we are required to file a registration
statement on Form S-3 covering the resale of all the shares issuable under the Notes and any additional shares issuable with respect
to the Notes as a result of any stock split, stock dividend, recapitalization, exchange, anti-dilution adjustment to the Notes
or similar event or otherwise, without regard to any limitation on the issuance of shares under the Notes. We agreed to cause such
initial registration statement to be effective within 120 days of closing of the Private Placement.



We will be required
to pay liquidated damages of 1% of each Holder’s initial investment (the amount after the original issuance discount) on
each of the following dates: (i) 30th day of closing if such initial registration statement is not file (“Filing
Failure”), (ii) 30th day of closing if such initial registration statement is not declared effective (“Effectiveness
Failure”), (iii) the initial day of a maintenance failure as defined in the Registration Rights Agreement; (iv) on the thirtieth
day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days)
until such Filing Failure is cured; (v) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day
thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on the thirtieth
day after the date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty
days) until such Maintenance Failure is cured.



Exemption



The Convertible Notes
were issued pursuant to the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended and
Regulation D thereunder.



Copies of the SPA, the
Convertible Notes, the Escrow Agreements, the Security Agreement, the Subsidiary Guaranty Agreement, the Voting Agreement and the
Registration Rights Agreement were attached as Exhibit 10.28, Exhibit 10.29, Exhibit 10.30, Exhibit 10.31, Exhibit 10.32 and Exhibit
10.33, respectively, to our annual report on Form 10-F filed on March 30, 2012, and are incorporated herein by reference. The foregoing
summaries do not purport to be complete and are qualified in their entirety by reference to such documents.



PART III



ITEM 11. EXECUTIVE COMPENSATION



General



This discussion and
analysis of compensation arrangements with our named executive officers is intended to provide context for the decisions underlying
the compensation paid to our named executive officers in 2011 and should be read together with the compensation tables and related
disclosures set forth below.



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 directors, 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 and
recommends to the Board.



The primary goals
of our Compensation Committee with respect to executive compensation are to attract and retain the most talented and dedicated
executives possible, to assure that our executives are compensated effectively in a manner consistent with our strategy and competitive
practice and to align executives’ incentives with shareholder value creation. To achieve these goals, our Compensation Committee,
with management’s input, recommends executive compensation packages to our Board of Directors. Although our Compensation
Committee has not adopted any formal guidelines for allocating total compensation between equity compensation and cash compensation,
we believe it is important for these executives to have equity ownership in our company to provide them with long-term incentives
to build value for our shareholders.



5







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:

| | • | 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.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



Our Compensation Objectives



We strive to establish
compensation practices and provide compensation opportunities that attract, retain and reward our executives and strengthen the
mutuality of interests between our executives and our stockholders in order to motivate them to maximize stockholder value.



The primary goals of our executive compensation
program are:

| | · | Our executive compensation program primarily consists of a base salary, cash incentive payments
upon the achievement of corporate objectives and long-term equity-based incentive awards, which historically are in the form of
stock.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The equity component of our compensation program is designed to align a portion of our executive
officer's compensation with the interests of our stockholders to create long term value.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In 2011, the Compensation
Committee gathered information from independent sources to determine a list of appropriate peer companies, compensation ranges
for the executive officers and recommendations. The Compensation Committee reviewed the recommendations and approved the 2011 compensations
to our names executive officers with no changes.



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.



6







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.



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.



7







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.



Compensation of Executive Officers Summary
Table



The following table
sets forth all annualized compensation paid to our named executive officers at the end of the fiscal years ended December 31, 2011
and 2010. Individuals we refer to as our "named executive officers" include our Chief Executive Officer, Chief Technology
Officer, Chief Financial Officer, Chief Commercial Officer, Chief Executive Officer of ValidSoft and General Counsel.



SUMMARY COMPENSATION TABLE



|Name and principle position |  | Year(f) |      |  | Salary ($) |   |         | Bonus Stock Awards ($) (1) |  |   | Stock Awards ($)(1) |  |  | Total ($) |        
|--------------------------- |  | ------- | ---- |  | ---------- | - | ------- | -------------------------- |  | - | ------------------- |  |  | --------- | -------
|Steven van der Velden       |  |         | 2010 |  |            | $ | 0       |                            |  | $ |                     |  |  | $         | 955,661
|(President and CEO)         |  |         | 2011 |  |            | $ | 0       |                            |  | $ | 46.412              |  |  | $         | 377,722
|Martin Zuurbier             |  |         | 2010 |  |            | $ | 206,655 | (a)                        |  | $ |                     |  |  | $         | 301,788
|(COO,CTO)                   |  |         | 2011 |  |            | $ | 218,400 | (a)                        |  | $ | 37,974              |  |  | $         | 40,436 
|Mark Nije                   |  |         | 2010 |  |            | $ | 182,811 | (b)                        |  | $ |                     |  |  | $         | 301,788
|(Chief Financial Officer)   |  |         | 2011 |  |            | $ | 193,200 | (b)                        |  | $ | 31,090              |  |  | $         | 71,438 
|Patrick Carroll             |  |         | 2010 |  |            | $ | 182,811 | (c)                        |  | $ |                     |  |  | $         | 301,788
|(CEO ValidSoft)             |  |         | 2011 |  |            | $ | 193,200 | (c)                        |  | $ | 31,090              |  |  | $         | 102,028
|Willem van den Brink        |  |         | 2010 |  |            | $ | 59,612  | (d)                        |  | $ |                     |  |  | $         | 21,343 
|(Chief Commercial Officer)  |  |         | 2011 |  |            | $ | 252,000 | (d)                        |  | $ |                     |  |  | $         | 89,291 
|Alex Vermeulen              |  |         | 2010 |  |            | $ | 143,069 | (e)                        |  | $ |                     |  |  | $         | 150,894
|(General Counsel)           |  |         | 2011 |  |            | $ | 151,200 | (e)                        |  | $ | 18,654              |  |  | $         | 14,521 



(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
in lieu of salary and bonus, valued in accordance with ASC 718 for the fiscal years ended December 31, 2010 and December 31, 2011.
Pursuant to SEC rules, the amounts in these columns exclude the impact of estimated forfeitures related to service-based vesting
conditions. The share prices used for 2011 calculations in this table are the share prices of the last trading day of each preceding
quarter of grant. The calculations do include exchange differences as the basic salary and subsequent bonus in 2011 has been agreed
upon in euro. Payment can be elected either in cash or in shares in lieu of salary and bonus. When officers opt for payment in
shares there is a 25% discount on the 'purchase' price. The amounts however are shown at fair market value by using the share price
of the preceding month closing price. In principle officers might earn approximately 33% more than the 'agreed' cash salary when
they have chosen for 100% compensation in shares.

(2) Comprised of 546,096 shares in 2010
and 157,147 shares in 2011 of restricted stock granted as salary and bonus

(3) Comprised of 172,450 shares in 2010
and 30,564 shares in 2011 of restricted stock granted as salary and bonus

(4) Comprised of 172,450 shares in 2010
and 38,078 shares in 2011 of restricted stock granted as salary and bonus

(5) Comprised of 172,450 shares in 2010
and 49,625 in 2011 shares of restricted stock granted as salary and bonus

(6) Comprised of 9,304 shares in 2010 and
33,084 shares in 2011 of restricted stock granted as salary.



8







(7) Comprised of 86,225 shares in 2010
and 13,404 shares in 2011 of restricted stock granted as salary and bonus

(a) These amounts have been agreed and
paid in euro. Amount for 2010 is EUR 156,000 and for 2011 EUR 186,000.

(b) These amounts have been agreed and
paid in euro. Amount for 2010 is EUR 138,000 and for 2011 EUR 156,000.

(c) These amounts have been agreed and
paid in euro. Amount for 2010 is EUR 138,000 and for 2011 EUR 138,000.

(d) These amounts have been agreed and
paid in euro. Amount for 2010 is EUR 45,000 (only 3 months) and for 2011 EUR 180,000.

(e) These amounts have been agreed and
paid in euro. Amount for 2010 is EUR 108,000 and 2011 is EUR 126,000.

(f) In regards to the 2012 bonus; The Compensation
Committee is yet to determine the level of achievement of the 2011 performance targets. Depending on the level of achievement,
the following executive officers may be eligible to receive certain cash bonus up to certain percentage of their base salary as
follows:



|  |  |                       |  |  |    |   | Threshold |   |   | On Target |  |   | Maximum | 
|- |  | --------------------- |  |  | -- | - | --------- | - | - | --------- |  | - | ------- | 
|• |  | Steven van der Velden |  |  | 60 | % |           | $ | 0 |           |  | $ | 190,289 | 
|• |  | Martin Zuurbier       |  |  | 50 | % |           | $ | 0 |           |  | $ | 158,574 | 
|• |  | Pat Carroll           |  |  | 50 | % |           | $ | 0 |           |  | $ | 146,055 | 
|• |  | Mark Nije             |  |  | 40 | % |           | $ | 0 |           |  | $ | 116,844 | 
|• |  | Alex Vermeulen        |  |  | 35 | % |           | $ | 0 |           |  | $ | 70106   | 



The bonus may be paid in cash, common stock
or combination as determined by the Compensation Committee. For further detail; see discussion under ‘Incentive Bonus Executive
Officers’ in this Item.



Narrative Disclosure to Summary Compensation
Table.



Consultancy and Employment Agreements



We currently have the following agreements
with our executive directors and officers:



Steven van der Velden, President and
Chief Executive Officer -We have a consultancy agreement with QAT Investments SA and QAT II Investments SA (the “QAT
Companies”) for the provision of the services of Mr. van der Velden as President and Chief Executive Officer.. The QAT companies
are paid for the services of Mr. Van der Velden as base compensation € 228,000 per year, of which 100% is paid in the form
of restricted common stock, which is consistent with prior years.  Mr. Van der Velden receives no fees (cash or stock)
for serving on our board of directors.



Martin Zuurbier, Operations/Chief Technical
Officer -We intend to enter into a consultancy agreement with Interact W.L.L., a fully owned entity by Mr. Zuurbier, which
will provide for the continued services of Mr. Zuurbier as Chief Technical Officer.  Interact is paid € 228,000
per year for the services of Mr. Zuurbier. 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 a consultancy agreement with LMI Europe B.V, a wholly owned entity by Mr. Nije, which will provide
for the continued services of Mr. Nije as Chief Financial Officer.. LMI Europe B.V. is paid € 210,000 per year for the services
of Mr. Nije.



Patrick Carroll, Chief Executive Officer
of ValidSoft, a 100% subsidiary of the Company,- We have a consultancy agreement with Mr. Carroll which provides for his services
in his services as Chief Executive Officer. Mr. Carroll is paid € 210,000 per annum, of which 34% is paid in the form of restricted
common stock, which is consistent with prior years.



Alex Vermeulen, Chief General Counsel,-
We intend to enter into a consultancy agreement with Scere Company Italy SRL, a fully owned entity by Mr. Vermeulen, which will
provide for the continued services of Mr. Vermeulen as Chief General Counsel. Scere Company Italy SRL is paid € 144,000 per
annum for the services of Mr. Vermeulen.



None of the existing
agreements include any provisions to any severance benefit, neither when the Executive Officer’s employment is terminated
by him with or without good reason, nor if the Executive Officer is terminated by the Company with or without cause. The company
is investigating any such future policies, in particular with respect to any termination or change-in-control.



9







Also included is
the Executive Officer’s assumption of liabilities that arise out of these consultancy agreements on the impact of accounting
and tax treatments.



Incentive Bonus Executive Officers



It is the Compensation
Committee's objective to have a substantial portion of each executive officer's compensation contingent upon the achievement of
corporate objectives. At the beginning of each year, our Chief Executive Officer discusses corporate objectives with the Compensation
Committee to be used in the bonus plan. The Compensation Committee reviews the objectives with the Chief Executive Officer and
then approves the objectives. In 2011, the Compensation Committee approved the corporate objectives with modifications from the
suggested objectives. In 2011, each of our named executive officers was eligible to receive a cash bonus up to a percentage of
their base salary as follows:



|• | Steven van der Velden | 60%
|- | --------------------- | ---
|• | Martin Zuurbier       | 50%
|• | Pat Carroll           | 50%
|• | Willem van den Brink  | 50%
|• | Mark Nije             | 40%
|• | Alex Vermeulen        | 35%



The target bonus
amounts are established by the Compensation Committee at the beginning of each year and are based primarily on the Compensation
Committee's understanding of the compensation arrangements for similar positions in the industry.

The bonus amounts may be paid in cash,
common stock or combination thereof as determined by the Compensation Committee.



At the end of the
year, our Chief Executive Officer evaluates the achievement of the corporate objectives and then recommends an incentive payment
for each of the executive officers to the Compensation Committee, which advises the board to decide within its full discretion.
In 2011, the corporate objectives on which our executive compensation was based, and their achievement, were as follows:



|• | Cash flow    | 33.3%
|- | ------------ | -----
|• | Revenue      | 33.3%
|• | Deal closure | 33.3%



Cash Flow and Revenue
targets will only count if the target is met in full. If the Revenue target is exceeded, the bonus for this category will be raised
pro rata with a cap of 100%.



By the structure
of the corporate objectives, including and attaching these to the overall company performance, the bonus incentives build value
for our shareholders.



Any bonus allocation
on performance levels of any Executive Officer is only done in retrospect, based on achieved targets and executed performance in
the previous fiscal year and no pre-funding in the existing fiscal year is included, as a policy to avoid possible adjustment or
recovery of awards or payments, would performance upon which they are based be restated or otherwise adjusted in a manner that
would reduce the size of an award or payment.



Grant of plan-based awards table



The following table sets forth awards made
to the executive officers in 2011 under all the existing plans:



10







Grant
of plan-based awards



|Name and principle position |  | Grant Date |  | Other Stock
Awards: Number
of Shares (#) |  | Grant Date Fair
Value of Stock and
Options Awards |       
|--------------------------- |  | ---------- |  | ---------------------------------------- |  | ------------------------------------------------- | ------
|Steven van der Velden       |  | 03-01-2012 |  | 36,567                                   |  | $                                                 | 99,462
|(President and CEO)         |  |            |  |                                          |  | $                                                 |       
|Patrick Carroll             |  | 03-01-2012 |  | 11,547                                   |  | $                                                 | 31,409
|(CEO ValidSoft)             |  |            |  |                                          |  | $                                                 |       
|Willem van den Brink        |  | 03-01-2012 |  | 7,698                                    |  | $                                                 | 20,939
|(Chief Commercial Officer)  |  |            |  |                                          |  | $                                                 |       



The Company elected to issue the compensation
shares to the above executive officers from the shares authorized under its Amended and Restated 2008 Long-Term Incentive Compensation
Plan (“2008 Plan”)



The amounts included in these columns are
the aggregate fair values of the awards granted by the Company to the executives in the fourth quarter of 2011 in lieu of salary,
valued in accordance with ASC 718 for the fiscal years ended December 31, 2011, where payment was done in shares in lieu of salary.
When officers opt for payment in shares there is a 25% discount on the 'purchase' price. The amounts in these columns exclude the
impact of estimated forfeitures related to service-based vesting conditions. The share prices used for calculations in this table
are the share prices of the last trading day of each preceding quarter of grant. The calculations take into consideration exchange
differences as the agreed basic salaries for 2011 were denominated in euro. In principle, an executive officer may earn approximately
33% more than the agreed cash salary if the executive officer chooses to be compensated in stock only..

Compensation of Non- Executive Directors
Summary Table



The following table represents compensation
paid in 2011 to our non-executive directors.



|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     |  | $                               | 0      |  |                 | $ | 109,352 |                   |  | $ | 0                                          |  |  | $                                                | 0 |  |                            | $ | 0 |           | 
|Yves van Sante    |  | $                               | 0      |  |                 | $ | 109,352 |                   |  | $ | 0                                          |  |  | $                                                | 0 |  |                            | $ | 0 |           | 
|Roderick de Greef |  | $                               | 48,125 |  |                 | $ | 54,262  |                   |  | $ | 0                                          |  |  | $                                                | 0 |  |                            | $ | 0 |           | 
|Phil Hickman      |  | $                               | 11,204 |  |                 | $ | 186,642 |                   |  | $ | 0                                          |  |  | $                                                | 0 |  |                            | $ | 0 |           | 
|Jacques Kerrest   |  | $                               | 21,250 |  |                 | $ | 28,333  |                   |  | $ | 0                                          |  |  | $                                                | 0 |  |                            | $ | 0 |           | 
|Charles E. Levine |  | $                               | 8,333  |  |                 | $ | 11,111  |                   |  | $ | 0                                          |  |  | $                                                | 0 |  |                            | $ | 0 |           | 
|Rijkman Groenink  |  | $                               | 0      |  |                 | $ | 105,000 |                   |  | $ | 0                                          |  |  | $                                                | 0 |  |                            | $ | 0 |           | 



In 2011 the compensation
to our non-executive directors was paid for a minimum of 50% in shares. Compensation was paid per quarter in arrear, whereby the
conversion of cash in shares was done at the average ETAK closings of the 10 days prior to the start of the quarter discounted
for 25%. This is in line with our policy to stimulate as much as possible conversion in shares to improve our cash position. The
shares for Johan Dejager and Yves van Sante were issued to QAT Investments and QAT II Investments, with which the Company has an
agreement for the provision of the services of the gentlemen. Yves van Sante resigned as Board member per August 1, 2011 and became
per the same date Observer. The compensation due to QAT for his services remained at the same level as before.



Rijkman Groening
was appointed to the Board on April 1, 2011, Jacques Kerrest was appointed on Aug 1, 2011 and Charles Levine was appointed on October
27, 2011.



11







Part IV



ITEM 15. Exhibits, Financial Statement
Schedules



The following exhibits
are filed with this Amendment.



|Number     |  | Description                                                                                                                                                                                                                                   
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1       |  | Securities Purchase Agreement by and among the Company and certain purchasers dated March 29, 2012;incorporated herein by reference Exhibit 10.28 to our annual report on Form 10-F filed on March 30, 2012                                   
|           |  |                                                                                                                                                                                                                                               
|10.2       |  | Form of Secured Convertible Note issued to certain purchasers dated March 29, 2012. incorporated
herein by reference Exhibit 10.29 to our annual report on Form 10-F filed on March 30, 2012                                                  
|           |  |                                                                                                                                                                                                                                               
|10.3       |  | Security Agreement by and among the Company and its subsidiaries and certain purchasers dated March 29,
2012. incorporated herein by reference Exhibit 10.30 to our annual report
on Form 10-F filed on March 30, 2012                        
|           |  |                                                                                                                                                                                                                                               
|10.4       |  | Form of Escrow Agreement by and among the Company, certain purchasers and Wells Fargo Bank, National Association
dated March 29, 2012;incorporated herein by reference Exhibit 10.31 to
our annual report on Form 10-F filed on March 30, 2012
|           |  |                                                                                                                                                                                                                                               
|10.5       |  | Subsidiary Guaranty by and among the company and its subsidiaries and certain purchasers dated March 29,
2012; incorporated herein by reference Exhibit 10.32 to our annual report
on Form 10-F filed on March 30, 2012                       
|           |  |                                                                                                                                                                                                                                               
|10.6       |  | Registration Rights Agreement by and among the Company and certain purchasers dated March 29, 2012; incorporated
herein by reference Exhibit 10.33 to our annual report on Form 10-F filed on March 30, 2012                                  
|           |  |                                                                                                                                                                                                                                               
|31.1       |  | 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 (*)(**)                                                                       
|           |  |                                                                                                                                                                                                                                               
|32.1       |  | Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)(**)                                                                       
|           |  |                                                                                                                                                                                                                                               
|32.2       |  | Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)(**)                                                                       
|           |  |                                                                                                                                                                                                                                               
|101.INS*** |  | XBRL Instance Document                                                                                                                                                                                                                        
|           |  |                                                                                                                                                                                                                                               
|101.SCH*** |  | XBRL Taxonomy Schema                                                                                                                                                                                                                          
|           |  |                                                                                                                                                                                                                                               
|101.CAL*** |  | XBRL Taxonomy Calculation Linkbase                                                                                                                                                                                                            
|           |  |                                                                                                                                                                                                                                               
|101.DEF*** |  | XBRL Taxonomy Definition Linkbase                                                                                                                                                                                                             
|           |  |                                                                                                                                                                                                                                               
|101.LAB*** |  | XBRL Taxonomy Label Linkbase                                                                                                                                                                                                                  
|           |  |                                                                                                                                                                                                                                               
|101.PRE*** |  | XBRL Taxonomy Presentation Linkbase                                                                                                                                                                                                           



| | * | 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.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | *** | Incorporation by reference to the exhibits 101 to the Annual Report on Form 10-K for the fiscal
year ended December 31, 2011 filed on March 30, 2012.  XBRL (Extensible Business Reporting Language) information is furnished
and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act
of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and
otherwise is not subject to liability under these sections.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



12







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 CORP.
|----------------- | ----------------------------------
|                  |                                   
|Date: May 4, 2012 | By:                               
|                  | Name:                             
|                  | Title:                            



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 (Principal Executive Officer) |  | May 4, 2012
|Steven van der Velden     |  |                                                                  |  |            
|                          |  |                                                                  |  |            
|/s/ Mark Nije             |  | Chief Financial Officer
        (Principal Financial Officer)    |  | May 4, 2012
|Mark Nije                 |  |                                                                  |  |            
|                          |  |                                                                  |  |            
|/s/ Johan Dejager         |  | Director                                                         |  | May 4, 2012
|Johan Dejager             |  |                                                                  |  |            
|                          |  |                                                                  |  |            
|/s/ Rijkman Groenink      |  | Director                                                         |  | May 4, 2012
|Rijkman Groenink          |  |                                                                  |  |            
|                          |  |                                                                  |  |            
|/s/ Phil Hickman          |  | Director                                                         |  | May 4, 2012
|Phil Hickman              |  |                                                                  |  |            
|                          |  |                                                                  |  |            
|/s/ Jacques Kerrest       |  | Director                                                         |  | May 4, 2012
|Jacques Kerrest           |  |                                                                  |  |            
|                          |  |                                                                  |  |            
|/s/ Charles Levine        |  | Director                                                         |  | May 4, 2012
|Charles Levine            |  |                                                                  |  |            
|                          |  |                                                                  |  |            
|/s/ Martin Zuurbier       |  | Operations, Chief Technical Officer, Director.                   |  | May 4, 2012
|Martin Zuurbier           |  |                                                                  |  |            





13