UNITED ~~STATES SECURITIES~~STATESSECURITIES AND EXCHANGE ~~COMMISSION Washington~~COMMISSIONWashington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March 30,~~April ~~2005~~ 20, 2007

ELEPHANT & CASTLE GROUP INC. (Exact name of registrant as specified in its charter)

British Columbia, Canada	001-12134	None
(State or other jurisdiction	(Commission File	(IRS Employer
of	Number)	Identification No.)
of incorporation)	Number)	Identification No.)
incorporation)

1190 Hornby ~~Street~~ ~~Vancouver~~StreetVancouver, British ~~Columbia~~ColumbiaCanada ~~Canada~~ V6Z ~~2K5~~ 2K5(Address of principal executive offices,) ~~including~~ (Zip Code)

Registrant’s telephone number, including area code: (604) 684-6451

N/A
(Former name or former address, if changes since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] ¨ Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425).

[ ] ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12).

[ ] ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)).

[ ] ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)).

Item 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

As previously ~~Attached~~reported ason Elephant & Castle Group Inc.’s (the “Company”) Form 8-K filed on January 24, 2007, the Company entered into an ~~exhibit~~arrangement agreement todated ~~this~~January ~~report~~22, is2007 with Repechage Investments Limited, a corporation incorporated under the ~~Management~~laws ~~Information~~of Newfoundland and Labrador, Canada (“Repechage ~~Circular~~Investments”), ~~for~~and Repechage Restaurant Group Ltd., a wholly-owned subsidiary of Repechage Investments and a corporation incorporated under the ~~annual~~laws ~~general~~of ~~meeting~~Canada (“Repechage”), which contemplated the acquisition by Repechage of all ~~shareholders~~of the outstanding securities of ~~Elephant~~the &Company ~~Castle~~by way of a plan of arrangement ~~Group~~(the ~~Inc.~~“Arrangement”) pursuant to beSection ~~held~~288 onof ~~May~~the ~~12,~~Business ~~2005~~Corporations Act (British Columbia). The Arrangement closed and became effective on April 20, 2007.

Item 98.01. ~~Financial~~Other ~~Statements and Exhibits~~Events.

Exhibit
Number	Description
99.1	Management Information Circular dated March 30, 2005

Attached as Exhibit 99.1 to the Form 8-K is a press release dated April 23, 2007 announcing the closing of the Arrangement. Such exhibit is being furnished pursuant to this Item 8.01 and shall not be deemed filed under the Securities Exchange Act of 1934, as amended.

Item ~~SIGNATURES~~9.01. Financial Statements and Exhibits.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

(d)	Exhibits

Exhibit 99.1		Press Release dated April 23, 2007

	ELEPHANT & CASTLE GROUP INC.
Date: April 19, 2005
	By:	/s/ Richard Bryant
		Richard Bryant, Chief Executive Officer and
		President

SIGNATURES

Pursuant ~~EXHIBIT~~to ~~INDEX~~the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT NO.	DESCRIPTION
	ELEPHANT & CASTLE GROUP INC.
99.1	Management Information Circular dated March 30, 2005
	By:	/s/ Roger Sexton
Date: April 23, 2007
		Roger Sexton, Chief Financial Officer

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