Elephant Talk Communications Corp.

Elephant Talk Communications Corp.

We are investigating possible violations of federal securities laws by officers and directors of Elephant Talk Communications Corp. (ETAK) (NYSE: ETAK).

On May 23, 2013, ETAK announced that it had received a delisting notice from the New York Stock Exchange (NYSE) indicating that ETAK does not satisfy the continued listing standards of the NYSE insofar as the Company’s sustained losses and financial condition have led the NYSE to question whether the Company can continue operations and/or meet its obligations as they mature.

In order to maintain its NYSE listing, the Company was directed to submit a specific plan of compliance (Plan) by May 31, 2013, addressing how it intends to regain compliance by June 30, 2013. As of the close of trading on June 5, 2013, the Company has not yet announced the filing of a Plan with the NYSE.

On June 3, 2013, the Company announced that it had received $10.5 million from investors pursuant to a Securities Purchase Agreement, including a $3 million investment by CEO Steven van der Velden. Under the terms of the Securities Purchase Agreements, the investors will receive 14,000,000 shares of ETAK common stock at a price of $0.75 per share, and warrants to acquire 6,300,000 shares of ETAK common stock, with a per share exercise price of $0.975.

On the above news, ETAK shares have declined over 32% from a close of $1.08/share on May 23, 2013, to $0.73/share as of the close on June 5, 2013.

Our investigation concerns whether the officers and directors of ETAK violated federal securities laws by, among other things, continually reassuring investors that the business was progressing even as the Company's financials deteriorated.

Persons with relevant information, and ETAK shareholders with questions about this investigation, are invited to contact the attorney below, or our Firm by calling 866.582.8140.


J. Elazar Fruchter