Sec Form 3 Filing - DEJONGHE ERIC EDGARD ARSENE @ ELEPHANT TALK COMMUNICATIONS INC - 2006-10-24

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person DEJONGHE ERIC EDGARD ARSENE 2. Issuer Name and Ticker or Trading Symbol ELEPHANT TALK COMMUNICATIONS INC [ ETLK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 438 E. KATELLA AVE., SUITE 217 3. Date of Earliest Transaction (MM/DD/YY) 10/24/2006 (Street) ORANGE, CA92867 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 100,000,000 I Through Rising Water Capital. See Footnote ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Convertible Promissory Note $ 0.035 ( 2 ) ( 2 ) Common Stock 100,000,000 ( 3 ) I Through Rising Water Capital. See footnote ( 4 ) Convertible Promissory Note $ 0.07 ( 5 ) ( 5 ) Common Stock 42,857,143 ( 3 ) I Through Rising Water Capital. See footnote ( 4 ) Purchase Right pursuant to Agreement dated June 30, 2005 ( 6 ) ( 6 ) ( 6 ) Common Stock 95,947,395 ( 6 ) I Through Rising Water Capital. See footnote ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DEJONGHE ERIC EDGARD ARSENE 438 E. KATELLA AVE. SUITE 217 ORANGE, CA92867 X Signatures /s/ Eric Edgard Arsene Dejonghe 10/27/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are held by Rising Water Capital ("RWC"), a company registered in Zug, Switzerland, which is the 54% shareholder of the Issuer. The Reporting Person may be deemed to share beneficial ownership of the shares held by RWC by virture of his status as a shareholder of QAT Investments SA ("QAT"), which is the 51% shareholder of RWC. The reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. ( 2 )Promissory note has a term of 30 months from December 15, 2005 and is convertible during the term, in whole or in part, into common stock subject to the sufficient authorized common stock to issue to the Note holder when a demand for conversion is made. ( 3 )Represent amount of shares issuable upon conversion of the principal amount of the note, assuming full conversion of notes. Accrued interest may be converted into common stock as well. ( 4 )The notes are owned by RWC, which is the 54% shareholder of the Issuer. The Reporting Person may be deemed to share beneficial ownership of the shares held by RWC upon conversion of the notes by virture of his status as a shareholder of QAT, which is the 51% shareholder of RWC. The Reporting Person disclaimed beneficial ownership of such shares, except to the extent of his pecuniary interest therein. ( 5 )Promissory note has a term of 30 months from May 26, 2006 and is convertible during the term, in whole or in part, into common stock subject to the sufficient authorized common stock to issue to the Note holder when a demand for conversion is made. ( 6 )Reflects shares of Common Stock to be issued pursuant to Stock Purchase Agreement ("Agreement") dated June 30, 2005 upon filing of proxy statement and amendment to Issuer's Article of Incorporation. Pursuant to the Agreement, the Issuer agreed to sell to RWC 195,947,395 shares of the Issuer's common stock for an aggregate purchase price of $7,837,896. The purchase price has been paid in full but only 100,000,000 shares of the Issuer's common stock have been issued to date. ( 7 )Owned directly by RWC, which is the 54% shareholder of the Issuer. The Reporting Person may be deemed to share beneficial ownership of the shares held by RWC by virture of his status as a shareholder of QAT, which is the 51% shareholder of RWC. The reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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