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Filing Details

Accession Number:: 0001181431-10-007190
Form Type:: 5
Zero Holdings:: No
Publication Time:: 2010-02-08 12:00:00
Reporting Period:: 2009-12-31

Filing Date:: 2010-02-08
Accepted Time:: 2010-02-08 11:08:49
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1352819	Elandia International Inc.	ELAN.OB	Telephone Communications (No Radiotelephone) (4813)	710861848

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1428078	R Pedro Pizarro	8200 Nw 52 Terrace Suite 102 Miami FL 33166	President	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2008-08-26	1,500	$2.84	19,500	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	750,000	Indirect	By: Pedro R. Pizarro Trustee of Pedro R. Pizarro Revocable Trust Dated June 18, 1996
Common Stock	18,000	Direct
Common Stock	12,364,377	Indirect	By: Pete R. Pizarro, Trustee under the Voting Trust Agreement, dated February 6, 2009
Series B Convertible Preferred Stock	4,118,263	Indirect	By: Pete R. Pizarro, Trustee under the voting Trust Agreement, dated February 6, 2009
Common Stock	8,853	Indirect	By: Pizarro Investment Holdings, LP

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Option to Purchase Common Stock	$0.45	2008-03-10	2018-02-15	3,122,000	3,122,000	Direct
Common Stock	Option to Purchase common Stock	$0.45	2008-08-21	2018-07-21	78,000	78,000	Direct
Common Stock	Option to Purchase Common Stock	$0.45	2010-06-04	2019-06-04	1,000,000	1,000,000	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2018-02-15	3,122,000	3,122,000	Direct
2018-07-21	78,000	78,000	Direct
2019-06-04	1,000,000	1,000,000	Direct

Footnotes

Pursuant to a Voting Trust Agreement between Mr. Pizarro, as Trustee, Stanford International Bank Ltd. ("SIBL") and the Issuer, dated February 6, 2009, (the "Voting Trust") SIBL agreed to deposit with "Pete R. Pizarro, Trustee, or his successor in trust" under the Voting Trust an aggregate of 12,364,377 shares of the Issuer's common stock, par value $.00001 per share, and Mr. Pizarro, as Trustee, has the full power and authority to vote the deposited shares in his judgment as may be in the best interest of the Issuer, subject only to certain restrictions set forth in the Voting Trust Agreement.
Pursuant to a Voting Trust Agreement between Mr. Pizarro, as Trustee, SIBL and the Issuer, dated February 6, 2009, SIBL agreed to deposit with "Pete R. Pizarro, Trustee, or his successor in trust" under the Voting Trust an aggregate of 4,118,263 shares of the Issuer's Series B $6.75 Convertible Preferred Stock, and Mr. Pizarro, as Trustee, has the full power and authority to vote the deposited shares in his judgment as may be in the best interest of the Issuer, subject only to certain restrictions set forth in the Voting Trust Agreement. Every eight shares of the Series B Convertible Preferred Stock is initially convertible into seven shares of the Issuer's common stock.
So long as the reporting person is continuously employed by the Issuer, the Options vest in 48 equal monthly installments of 65,042 each, commencing March 10, 2008.
So long as the reporting person is continuously employed by the Issuer, the Options vest in 48 equal monthly installments of 1,625 each, commencing August 21, 2008.
On June 4, 2009, amendments to the Issuer's 2008 Executvie Inventive Plan and 2007 Stock Option and Incentive Plan were approved to permit the repricing of the stock options granted thereunder. Eligible stock options held by the reporting person have been repriced such that the exercise price of each option is the mean average of the high and low trading price of the Issuer's common stock on the OTC Bulletin Board on June 4, 2009, or $.45 per share.
These Options were granted pursuant to a Non-Qualified Stock Option Agreement under the Issuer's 2008 Executive Incentive Plan; the options vest over a period of four years, 25% (250,000 shares) on June 4, 2010, and then 1/36 of the remaining grant (20,833 shares) on the first day of each month thereafter.