Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 9, 2012, Mr. Jacques Kerrest resigned from the Board of Directors (the "Board") of Elephant Talk Communications Corp. (the "Company") to focus on other business activities. At the time of his resignation, Mr. Kerrest was the Chairman of the Audit and Finance Committee (the "Audit Committee"), a member of the Nominating and the Corporate Governance Committee (the "Nominating Committee") and a member of Compensation Committee (the "Compensation Committee", together with the Audit Committee and the Nominating Committee, the "Committees") of the Company. Mr. Kerrest did not resign as a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

On July 11, 2012, the Board unanimously appointed Mr. Phil Hickman, a member of the Board and each of the Committees, to serve as the Chairman of the Audit Committee.