U. S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES AND EXCHANGE ACT OF 1934

                 For the quarterly period ended: March 31, 2003

          [ ] QUARTERLY REPORT PURSUANT TO SECTION 13 0R 15(d) OF THE
                      SECURITIES AND EXCHANGE ACT OF 1934

        For the transition period from ______________ to _______________

                        Commission File Number: 000-30061



                       ELEPHANT TALK COMMUNICATIONS, INC.
                       ----------------------------------
                     (formerly known as Staruni Corporation)
        (Exact name of small business issuer as specified in its charter)


                                   California
         (State or other jurisdiction of incorporation or organization)

                                   95-4557538
                        (IRS Employer Identification No.)

          438 East Katella Avenue, Suite 217, Orange, California 92867
                    (Address of principal executive offices)

                                 (714) 288-1570
                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days: Yes [ X ] No [ ].

As of March 31, 2003, Elephant Talk  Communications,  Inc. had 24,215,979 shares
of Common Stock Outstanding.

Transitional Small Business Disclosure Format (check one):

                                 Yes [  ]        No [ X ]










                                        1
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (Formerly known as Staruni Corporation)
                                TABLE OF CONTENTS

                              Report on Form 10-QSB
                                For quarter ended
                                 March 31, 2003
                                                                         Page

PART 1  FINANCIAL INFORMATION

Item 1. Financial Statements

        Consolidated Balance Sheets at March 31, 2003                      3

        Consolidated Statements of Operations for the Three Months
        ended March 31, 2003 and 2002 (Unaudited)                          5

        Consolidated Statements of Cash Flows for the Three Months
        ended March 31, 2003 and 2002 (Unaudited)                          6

        Notes to the Consolidated Financial Statements                     8

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                               14


PART II  OTHER INFORMATION

Item 1. Legal Proceedings                                                 18

Item 2. Changes in Securities                                             18

Item 3. Defaults upon Senior Securities                                   18

Item 4. Submission of Matters to Vote of Security Holders                 18

Item 5. Other Information                                                 18

Item 6. Exhibits and Reports on Form 8-K                                  18

Signatures and Certifications                                             19

Exhibit 99.1 Certification pursuant to Section 906 of the
 Sarbanes-Oxley Act of 2002                                               24












                                        2
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1 - Financial Statements

               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)


                                                               March 31, 2003
                                                              ----------------
                                      ASSETS
                                      ------
Current assets
   Cash and cash equivalents                                   $        5,537
   Accounts receivable, net                                           394,158
   Prepaid expenses and other current assets                          359,148
                                                               --------------
      Total Current Assets                                            758,843
                                                               --------------
PROPERTY AND EQUIPMENT - NET                                          596,615
                                                               --------------
OTHER ASSETS
   Due from related parties                                           919,659
   Investment in ETNS Singapore Pte, Ltd.                             215,130
   Investments, net                                                    10,835
                                                               --------------
      Total Other Assets                                            1,145,624
                                                               --------------
TOTAL ASSETS                                                   $    2,501,082
------------                                                   ==============


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

CURRENT LIABILITIES
   Cash overdraft                                              $      169,122
   Accounts payable and customer deposits                           1,563,273
   Deferred revenue                                                   105,747
   Accrued expenses and other payables                                815,725
   Factor payable                                                     198,205
   Capital lease liability, current portion                            26,015
   Due to related parties                                             685,582
                                                               --------------
      Total Current Liabilities                                     3,563,669

LONG-TERM LIABILITIES
   Note payable                                                       282,051
                                                               --------------
TOTAL LIABILITIES                                                   3,845,720
                                                               --------------





                 See accompanying notes to financial statements
                                        3
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)

STOCKHOLDERS' DEFICIENCY
   Preferred Stock Class B, no par value, 5,000,000
      shares authorized, 0 shares issued and outstanding                    -
   Common stock, no par value, 250,000,000 shares authorized,
      42,111,558 shares issued and outstanding, respectively        6,034,163
   Treasury Stock, 17,895,580 shares of common stock               (1,288,482)
   Accumulated other comprehensive loss, net                         (553,138)
   Accumulated deficit                                             (5,537,181)
                                                               --------------
      Total Stockholders' Deficiency                               (1,344,638)
                                                               --------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                 $    2,501,082
----------------------------------------------                 ==============






































                 See accompanying notes to financial statements
                                        4
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       AND COMPREHENSIVE LOSS (UNAUDITED)

                                                       Three Months Ended
                                                 March 31, 2003  March 31, 2002
                                                 --------------  --------------

REVENUES                                         $     376,150   $   2,947,878

COST OF REVENUES                                       366,814       2,846,010
                                                 -------------   -------------
GROSS PROFIT                                             9,336         101,868
                                                 -------------   -------------
OPERATING EXPENSES
 Depreciation                                           63,094         148,807
 Selling, general and administrative                   247,927         272,573
                                                 -------------   -------------
      Total operating expenses                         311,021         421,380
                                                 -------------   -------------
LOSS FROM OPERATIONS                                  (301,685)       (319,512)
                                                 -------------   -------------
OTHER INCOME (EXPENSE)
 Interest income                                             -          25,000
 Loss on settlement                                   (270,613)              -
 Interest expense                                      (15,958)        (10,050)
 Equity in income (loss) of unconsolidated affiliate   (18,226)          7,039
                                                 -------------   -------------
      Total other income (expense)                    (304,797)         21,989
                                                 -------------   -------------
NET LOSS BEFORE INCOME TAX                            (606,482)       (297,523)

Provision for income tax                                   800             800
                                                 -------------   -------------
NET LOSS                                              (607,282)       (298,323)
--------
Other comprehensive gain (loss)
 Unrealized gain (loss) on
  available-for-sale securities                             49        (180,000)
                                                 -------------   -------------
                                                            49        (180,000)
                                                 -------------   -------------
COMPREHENSIVE LOSS                               $    (607,233)  $    (478,323)
------------------                               =============   =============
Net loss per common share and equivalents -
  basic and diluted                              $       (0.02)  $       (0.01)
                                                 =============   =============
Weighted average shares outstanding during
  the period - basic and diluted                    24,544,311      34,626,899
                                                 =============   =============





                 See accompanying notes to financial statements
                                        5
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                         Three Months Ended
                                                   March 31, 2003 March 31, 2002
                                                   -------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                          $    (607,282) $    (298,323)
 Adjustments to reconcile net loss to net cash
  (used in) operating activities:
 Depreciation                                             63,094        148,807
 Issuance of stock for services                           50,000
 Write down of property and equipment                          -         96,941
 Loss on settlement                                      270,613              -
 Equity in income of unconsolidated affiliate             18,226         (7,039)
 Changes in operating assets and liabilities:
   (Increase) Decrease in:
    Accounts receivable                                   89,504         49,864
    Prepaid expenses and Carrier deposits                109,606         11,023
   Increase (Decrease) in:
    Cash overdraft                                         1,071         62,578
    Accounts payable and accrued expenses                (44,630)      (192,473)
    Deferred revenue                                      26,810        (44,000)
    Other payables and customer deposits                       -           (875)
                                                   -------------  -------------
       Net cash used in operating activities             (22,988)      (173,497)
                                                   -------------  -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of property and equipment                      (7,928)             -
 Purchase of investments                                       -        (10,835)
                                                   -------------  -------------
       Net cash used in investing activities              (7,879)       (10,835)
                                                   -------------  -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Payments on capital lease payable                       (18,437)       (16,477)
 Proceeds from related parties, net                       49,357        196,722
                                                   -------------  -------------
       Net cash provided by financing activities          30,920        180,245
                                                   -------------  -------------
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS             4         (4,087)

CASH & CASH EQUIVALENTS, BEGINNING OF THE PERIOD           5,533         18,574
                                                   -------------  -------------
CASH & CASH EQUIVALENTS, END OF THE PERIOD         $       5,537  $      14,487
------------------------------------------         =============  =============










                 See accompanying notes to financial statements
                                        6
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


                                                         Three Months Ended
                                                   March 31, 2003 March 31, 2002
                                                   -------------- --------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
-------------------------------------------------
Interest paid                                      $      15,958  $      10,050

Income tax paid                                    $           -  $           -

SUPPLEMENTAL DISCLOSURE OF NON - CASH INVESTING
-----------------------------------------------
AND FINANCING ACTIVITIES:
-------------------------
Write down in value of investments                 $           -  $     180,000

The cash flow statement does not include effects
of  the settlement with Hartcourt.  The  Company
returned the shares of Hartcourt  it was holding
as  investment  and  received its shares held by
Hartcourt,  and  settlement of notes payable and
receivable with Hartcourt (Note 5).





























                 See accompanying notes to financial statements
                                        7
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2003


NOTE 1:  Organization and Nature of Operations
         -------------------------------------
     Elephant Talk  Communications,  Inc. (herein referred to as "ElephantTalk",
     "ETCI" or "Company" formerly known as Staruni Corporation), incorporated on
     February  5,  1962  under  the laws of the  state of  California  as Altius
     Corporation, was involved in manufacturing of freeway signs. In March 1997,
     Altius  acquired  Starnet  Universe  Internet,  Inc., a web  developer  and
     Internet   Service   Provider   (ISP)  and  changed  its  name  to  Staruni
     Corporation.  On January 4,  2002,  the  Staruni  Corporation  merged  with
     Elephant Talk Limited,  a limited  company  incorporated  in Hong Kong, and
     filed a Certificate of Amendment of Articles of  Incorporation to amend the
     corporate name to Elephant Talk  Communications,  Inc. This name change was
     done in  conjunction  with the merger,  and to emphasize that the Company's
     new focus will be the business of Elephant Talk Limited.

     On January 4, 2002, the Company  exchanged 90% of its common stock for 100%
     of the common stock of Elephant Talk Limited by issuing  31,164,210  shares
     of common stock to the shareholders of Elephant Talk Limited. Elephant Talk
     Limited is a limited  liability  company  incorporated  in Hong Kong (ETHK)
     engaged in long distance telephone business. Per the agreement, the Company
     sold its  Internet  Service  Provider  (ISP)  business to a related  party,
     Vision  Aerospace,  Inc.  (Vision) for 1,000,000 shares of Vision valued at
     $10,835.  Vision is owned by the former CEO and  President  of the Company.
     The  value of the  shares  was  recorded  at the book  value of the  assets
     exchanged  to acquire  the shares of Vision.  Pursuant  to the terms of the
     share exchange  agreement,  control of the combined companies passed to the
     former  shareholders of Elephant Talk Limited.  This type of share exchange
     has been treated as a capital  transaction  accompanied by recapitalization
     of Elephant Talk Limited in substance,  rather than a business combination,
     and is deemed a "reverse  merger" for accounting  purposes since the former
     owners of Elephant  Talk  Limited  controlled  majority of the total common
     shares  outstanding  immediately  following  the  merger.  Recapitalization
     accounting resulted in consolidated financial statements being issued under
     the name of Elephant  Talk  Communications,  Inc.,  but were  considered  a
     continuation of Elephant Talk Limited.  No pro forma  financial  statements
     are being  presented  as ETCI has no assets  other  than the  shares of the
     related third party discussed above.

NOTE 2:  Basis of Presentation
         ---------------------
     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared in accordance with generally  accepted  accounting  principles for
     interim  financial  information  and with the  instructions to Form 10-QSB.
     Accordingly,  they do not  include  all of the  information  and  footnotes
     required by generally accepted accounting principles for complete financial
     statements and related notes included in the Company's 2002 Form 10-KSB.





                                        8
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2003

     The audited  consolidated  financial statements of the Company for the year
     ended  December  31, 2002 were filed on April 15, 2003 with the  Securities
     and  Exchange  Commission  and are  hereby  referenced.  In the  opinion of
     management,  the accompanying  unaudited  consolidated financial statements
     contain all adjustments  (which include only normal recurring  adjustments)
     considered necessary for fair presentation has been included.

     The results of operations for the three months ended March 31, 2003 are not
     necessarily  indicative  of the results to be expected for the entire year.
     Certain 2002 amounts have been  reclassified  to conform to current  period
     presentation. These reclassifications have no effect on previously reported
     net income (loss).

NOTE 3:  Principles of Consolidation
         ---------------------------
     The  accompanying  consolidated  financial  statements for the three months
     ended  March 31,  2003 and 2002  include  the  accounts  of  Elephant  Talk
     Communications,  Inc.,  its  100%  wholly-owned  subsidiary  Elephant  Talk
     Limited and its 39% equity  investment  in ETNS  Singapore  Pte,  Ltd.  All
     significant inter-company accounts and transactions have been eliminated in
     consolidation. The merger with Elephant Talk Limited has been accounted for
     as a  purchase  and  treated  as a reverse  acquisition  since  the  former
     shareholders   of  Elephant  Talk  Limited  control  the  majority  of  the
     outstanding shares of common stock of the Company immediately following the
     acquisition on January 4, 2002.

NOTE 4:  Recent Pronouncements
         ---------------------
     SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of  Long-Lived
     Assets,"  was issued in August 2001.  SFAS No. 144 is effective  for fiscal
     years beginning after December 15, 2001, and addresses financial accounting
     and reporting for the  impairment  or disposal of long-lived  assets.  This
     statement  supersedes  SFAS  No.  121  "Accounting  for the  Impairment  of
     Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed  Of," and the
     accounting and reporting  provisions of APB Opinion No. 30,  "Reporting the
     Results of Operations - Reporting the Effects of Disposal of a Segment of a
     Business, and Extraordinary,  Unusual and Infrequently Occurring Events and
     Transactions," for the disposal of a segment of a business. The adoption of
     SFAS 145 does not have a  material  effect  on the  Company's  earnings  or
     financial position.

     In May 2002, the Board issued SFAS No. 145,  Rescission of FASB  Statements
     No. 4, 44, and 64,  Amendment  of FASB  Statement  No.  13,  and  Technical
     Corrections  ("SFAS  145").  SFAS 145 rescinds the  automatic  treatment of
     gains or losses from  extinguishments of debt as extraordinary  unless they
     meet the  criteria for  extraordinary  items as outlined in APB Opinion No.
     30, Reporting the Results of Operations,  Reporting the Effects of Disposal
     of a Segment of a Business,  and  Extraordinary,  Unusual and  Infrequently
     Occurring Events and



                                        9
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2003

     Transactions.  SFAS 145 also requires sale-leaseback accounting for certain
     lease  modifications  that  have  economic  effects  that  are  similar  to
     sale-leaseback  transactions  and makes various  technical  corrections  to
     existing  pronouncements.  The  provisions  of  SFAS  145  related  to  the
     rescission of FASB  Statement 4 are  effective  for fiscal years  beginning
     after May 15, 2002, with early adoption encouraged. All other provisions of
     SFAS 145 are effective for transactions  occurring after May 15, 2002, with
     early  adoption  encouraged.  The  adoption  of SFAS  145  does  not have a
     material effect on the Company's earnings or financial position.

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
     Associated  with Exit or Disposal  Activities."  This  statement  addresses
     financial  accounting  and  reporting  for  costs  associated  with exit or
     disposal activities and nullifies Emerging Issues Task Force ("EITF") Issue
     No. 94-3, "Liability  Recognition for Certain Employee Termination Benefits
     and Other Costs to Exit an Activity  (including Certain Costs Incurred in a
     Restructuring)."  This  statement  requires  that  a  liability  for a cost
     associated  with  an exit or  disposal  activity  be  recognized  when  the
     liability is incurred. Under EITF Issue 94-3, a liability for an exit cost,
     as defined, was recognized at the date of an entity's commitment to an exit
     plan.  The  provisions of this statement are effective for exit or disposal
     activities  that  are  initiated  after  December  31,  2002  with  earlier
     application  encouraged.  The adoption of SFAS 145 does not have a material
     effect on the Company's earnings or financial position.

     In October  2002,  the FASB issued SFAS No. 147,  "Acquisitions  of Certain
     Financial  Institutions."  SFAS No. 147 removes the requirement in SFAS No.
     72 and  Interpretation  9 thereto,  to recognize and amortize any excess of
     the fair value of  liabilities  assumed over the fair value of tangible and
     identifiable  intangible  assets acquired as an  unidentifiable  intangible
     asset. This statement  requires that those transactions be accounted for in
     accordance with SFAS No. 141,  "Business  Combinations,"  and SFAS No. 142,
     "Goodwill and Other Intangible Assets." In addition,  this statement amends
     SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of  Long-Lived
     Assets,"  to  include  certain  financial  institution-related   intangible
     assets.  The  adoption  of SFAS 145 does not have a material  effect on the
     Company's earnings or financial position.

     In November 2002, the FASB issued FASB  Interpretation No. 45, "Guarantor's
     Accounting and Disclosure  Requirements for Guarantees,  Including Indirect
     Guarantees of  Indebtedness  of Others" (FIN 45). FIN 45 requires that upon
     issuance of a guarantee,  a guarantor  must  recognize a liability  for the
     fair value of an obligation assumed under a guarantee. FIN 45 also requires
     additional  disclosures by a guarantor in its interim and annual  financial
     statements  about the obligations  associated with guarantees  issued.  The
     recognition provisions of FIN 45 are effective for any guarantees issued or
     modified after December 31, 2002. The disclosure requirements are effective
     for  financial  statements  of  interim  or  annual  periods  ending  after
     December 15, 2002. The adoption of SFAS 145 does not have a material effect
     on the Company's earnings or financial position.


                                       10
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2003

     In December 2002, the FASB issued SFAS No. 148  "Accounting for Stock Based
     Compensation-Transition and Disclosure".  SFAS No. 148 amends SFAS No. 123,
     "Accounting for Stock Based  Compensation",  to provide alternative methods
     of  transition  for a voluntary  change to the fair value  based  method of
     accounting  for  stock-based  employee  compensation.   In  addition,  this
     Statement  amends the disclosure  requirements  of Statement 123 to require
     prominent disclosures in both annual and interim financial statements about
     the method of accounting  for  stock-based  employee  compensation  and the
     effect of the method used, on reported results.  The Statement is effective
     for the Companies'  interim  reporting  period ending January 31, 2003. The
     adoption  of SFAS  145 does not have a  material  effect  on the  Company's
     earnings or financial position.

     On  April 30, 2003, the FASB  issued  FASB  Statement  No.  149 (FAS  149),
     Amendment  of  Statement   133  on  Derivative   Instruments   and  Hedging
     Activities.  FAS 149 amends and  clarifies the  accounting  guidance on (1)
     derivative  instruments  (including certain derivative instruments embedded
     in other  contracts) and (2) hedging  activities that fall within the scope
     of FASB Statement No. 133 (FAS 133), Accounting for Derivative  Instruments
     and  Hedging  Activities.  FAS  149  also  amends  certain  other  existing
     pronouncements, which will result in more consistent reporting of contracts
     that are derivatives in their entirety or that contain embedded derivatives
     that warrant  separate  accounting.  FAS 149 is effective (1) for contracts
     entered into or modified after June 30, 2003, with certain exceptions,  and
     (2) for hedging relationships  designated after June 30, 2003. The guidance
     is to be applied prospectively. The Company does not expect the adoption of
     SFAS No. 149 to have a material impact on its financial position or results
     of operations or cash flows.

NOTE 5:  Stockholders' Equity
         --------------------
     Stock Split: As a condition  precedent to the merger,  Staruni  Corporation
     authorized a reverse stock split of their common  shares  pursuant to which
     for every ten (10) shares of the issued and  outstanding  common shares one
     (1) common share was exchanged.  On January 22, 2002 the Company effected a
     one (1) for ten (10) reverse stock split of its  outstanding  common stock.
     This reduced the number of shares  outstanding  from  34,626,899  shares to
     3,464,000 shares after having 1,311 partial shares redeemed.  The basic and
     diluted net loss per share per these financial statements has been restated
     to retroactively effect the reverse stock split.

     Issuance of common stock:  On March 31, 2003,  the Company  issued  341,270
     common shares valued at $25,000 as  compensation to directors for attending
     Board  meetings.  The common shares were valued at the closing market price
     of the  common  shares on the first day of each month  starting  January 1,
     2003. The Company further issued 332,078 common shares valued at $25,000 to
     certain key employees as performance  bonus.  The common shares were valued
     at the average market price on the date of issuance.




                                       11
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2003

     As part of the merger  agreement  that  completed  on January 4, 2002,  the
     Company  issued  31,164,210  common  shares to the former  shareholders  of
     Elephant Talk Limited. In addition,  pursuant to a letter of understanding,
     on January 2, 2002,  the Company  sold the business  operations  of Staruni
     Corporation  to  Vision  Aerospace,  Inc.,  owned  principally  by a former
     officer  of Staruni  for  1,000,000  shares of the  common  stock of Vision
     Aerospace, Inc.

     The Company has chosen to value the investment in Vision Aerospace, Inc. at
     $10,835  being the net value of assets  and  liabilities  in  exchange  for
     1,000,000 shares.

     Pursuant  to the  terms  of  the  Spin-Off  Agreement  with  Hartcourt,  on
     September 25, 2002, the Company issued 5,000,000  restricted  common shares
     to  Hartcourt  valued at $320,000  based on the market value on the date of
     issue. On January 4, 2003, the Company  received from Hartcourt  17,895,579
     of its common shares held by Hartcourt  pursuant to the finalization of the
     terms of the Spin-Off  Agreement.  Upon  consummation of the transaction on
     January 4, 2003,  the Company  recorded  its  17,895,579  common  shares as
     treasury  shares valued at  $1,288,482.  As a part of the  settlement,  the
     Company settled a note receivable  including accrued interest  thereon,  of
     $1,387,500  and a note  payable of  $349,000.  The  Company  also  returned
     1,000,000  shares of common stock of  Hartcourt  it was holding,  valued at
     $60,0000 to Hartcourt and assumed a loan of 140,595 from a third party.  As
     a result of the  completion of the spin-off  agreement  with Hartcourt that
     completed  on January 4, 2003,  the Company  recorded a loss of $270,613 as
     loss on settlement.

NOTE 6:  Supplemental Disclosure of Cash Flows
         -------------------------------------
     The Company prepares its statements of cash flows using the indirect method
     as defined  under the Financial  Accounting  Standard No. 95. The cash flow
     statements  do not include the following  non-cash  investing and financing
     activities:

     On March 31, 2003,  the Company  issued  341,270  common  shares  valued at
     $25,000 to Directors as compensation for attending the Board meetings.  The
     Company also issued  332,078 common shares valued at $25,000 to certain key
     employees as performance bonus.

     On January 4, 2002,  the Company  merged  with  Elephant  Talk  Limited and
     issued  31,164,210  common  shares  of no par  value in  exchange  for 100%
     ownership of Elephant Talk Limited.  Since the acquisition has been treated
     as a capital  transaction in substance rather than a business  combination,
     and is deemed a "reverse  merger" for  accounting  purposes,  the cash flow
     statements  do  not  include   acquisition  of  the  following  assets  and
     liabilities of Elephant Talk Limited:

                     Current Assets                              $    62,134
                     Current Liabilities                         $    51,299


                                       12
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2003

NOTE 7:  Basic and Diluted Net Loss Per Share

     Basic and  diluted  net loss per share for the three  month  periods  ended
     March  31,  2003 and 2002  were  determined  by  dividing  net loss for the
     periods  by the  weighted  average  number of basic and  diluted  shares of
     common stock outstanding. Weighted average number of shares used to compute
     basic and  diluted  loss per share is the same since the effect of dilutive
     securities is anti-dilutive.

NOTE 8:  Going Concern

     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principle,  which contemplate continuation of
     the  Company as a going  concern.  However,  the  Company  has  accumulated
     deficit of $5,537,181  including net loss of $607,282 for the  three-months
     period ended March 31, 2003. The total  shareholders'  deficit  amounted to
     $1,344,638  on March 31,  2002.  In view of the  matters  described  below,
     recoverability  of a major  portion of the recorded  asset amounts shown in
     the  accompanying  balance sheet is dependent upon continued  operations of
     the Company, which in turn is dependent upon the Company's ability to raise
     additional  capital,   obtain  financing  and  to  succeed  in  its  future
     operations.

     The  financial  statements do not include any  adjustments  relating to the
     recoverability  and classification of recorded asset amounts or amounts and
     classification of liabilities that might be necessary should the Company be
     unable to continue as a going concern.

     Management  has  taken the  following  steps to revise  its  operating  and
     financial  requirements,  which it believes are  sufficient  to provide the
     Company with the ability to continue as a going concern. Management devoted
     considerable  effort  during the period  ended March 31,  2003  towards (i)
     obtaining  additional  equity  financing  (ii)  controlling of salaries and
     general  and  administrative  expenses  and (iii)  management  of  accounts
     payable.

















                                       13
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
                                 MARCH 31, 2003
PART 1

ITEM 2   Management Discussion and Analysis or Plan of Operation

     Elephant Talk  Communications,  Inc. is a facility based international long
     distance carrier offering highly reliable and competitively priced services
     on the wholesale market.  The Company provides services to first-tier local
     and international  telecommunications carriers, enabling those carriers and
     other  service   providers  to  offer  voice  and  fax  services  to  their
     end-customers.  The operations include  international long distance on both
     sides of the Pacific, serving over 20 foreign countries through an advanced
     and flexible  network.  The Company has been expanding its foothold in Asia
     with more profitable  routes and the  development of value-added  services,
     such as  PC-to-Phone  service.  The Company is actively  pursuing new sales
     channels for the higher-margin prepaid calling card market,  expanding from
     the U.S. to several countries in South East Asia.

     Pursuant to an agreement and plan of  reorganization,  effective August 27,
     2001, and through the subsequent  acquisition  that completed on January 4,
     2002, Staruni Corporation,  a California corporation acquired Elephant Talk
     Limited,  a limited  company  incorporated in Hong Kong. This type of share
     exchange  has  been  treated  as  a  capital  transaction   accompanied  by
     recapitalization  of  Elephant  Talk  Limited in  substance,  rather than a
     business combination,  and is deemed a "reverse acquisition" for accounting
     purposes  since the  former  owners of  Elephant  Talk  Limited  controlled
     majority of the total common shares outstanding  immediately  following the
     acquisition.  The acquisition  caused no change in any of the shares of the
     Company's  common stock  outstanding on the acquisition  date, and no other
     securities were converted as a result of the acquisition.

     Background of Elephant Talk Limited:

     Established in late 1994,  Elephant Talk Limited is located and operated in
     Hong Kong, and owned switching  facilities in China,  Hong Kong, the United
     States, Taiwan and Singapore,  which now are own by the Company as a result
     of the merger. ETCI utilizes both IP and circuit switched technologies over
     a common platform,  and provides  international  long distance  services in
     wholesale  market  principally  to  carriers;  prepaid  and post paid phone
     cards; and other value added services

     Elephant  Talk  Limited's  customers  include some of the largest first and
     second tier telecommunications carriers in the U.S. and several carriers in
     South East Asia,  including two of the four fixed network operators in Hong
     Kong. Since its  establishment,  Elephant Talk Limited expanded its network
     by installing more switches and hubs internationally.

     Because of this,  Elephant  Talk  Limited has secured  termination  options
     outside  Asia by entering  into  international  operating  agreements  with
     foreign-based  telecommunications  carriers,  including AT&T Corp.,  Global
     Crossing, Frontier Telecom Ltd. and MCI WorldCom Inc.



                                       14
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
                                 MARCH 31, 2003

     Capitalizing on a unique position to gain market share in Asia, the Company
     has leveraged  Elephant Talk  Limited's  early entrant  status by forging a
     stronger  position in the People's  Republic of China ("PRC") by forging an
     increasing  number of strategic  relationships.  In 1996, only one-third of
     Elephant  Talk  Limited's  traffic  terminated  in  the  PRC.  The  traffic
     increased to  approximately  70% in 1998, and to over 80% in 1999-2000.  In
     keeping with the extremely  difficult  economic and market  conditions  for
     telecommunications   industry   in  Hong   Kong,   the   Company   reported
     disappointing first quarter results. The management  discussions  contained
     herein refer to only the operations of Elephant Talk  Communications,  Inc.
     and its subsidiaries.

     Results of Operations:

     The results of operations of ETCI for the quarters ended March 31, 2003 and
     March 31, 2002  consisted of primarily the  operations of ETCI,  100% owned
     subsidiary  Elephant  Talk  Limited,  and a 39% equity  investment  in ETNS
     Singapore Pte, Ltd.

     Revenues and Cost of revenues:  The Company  reported  revenues of $376,150
     and  $2,947,878  during  the  quarters  ended  March  31,  2003  and  2002,
     respectively.  Revenues  consisted of  telecommunications  services such as
     voice and data  transmission  like IDD,  pre-paid calling cards,  eTalk and
     facsimile  services  provided to a wide range of customers  including major
     telecommunication  companies to retail customers in the US, Europe,  China,
     Indonesia,  New  Zealand  and Hong Kong.  The most major  component  of the
     decline in the  current  quarter  comes from the  temporary  exit in retail
     prepaid  telephone  card market in US due to severe price  competition  and
     price   compression  for  long  distance   business  voice  services.   Our
     international  business continues to experience  significant price pressure
     on its  products.  The  wholesale  market  continued to be extremely  price
     competitive,  and this, in addition to  bankruptcies  in some customers and
     industry players, a reduction in circuits connected to customers related to
     their    internal    network    consolidation,     contributed    to    the
     quarter-over-quarter  decrease.  Wholesale  revenues  during 2003 were also
     impacted by continuous  proactive revenue  initiatives,  which were made to
     improve the quality of the wholesale  revenue  stream as we shift our focus
     from  revenue  growth to cash  generation.  Alternative  channels and small
     business  includes  sales  agents  and  affiliates,  wholesale  alternative
     channels, small business, prepaid calling card.

     Finally,  part  of our  revenue  reduction  in 2003  is  attributable  to a
     strategic decision on our part to de-emphasize certain services with longer
     settlement  terms  (such as certain  wholesale  customers  and most  retail
     post-paid  customers).  Partially  offsetting the items contributing to the
     decrease  in total  revenue was the  introduction  of eTalk - a PC to phone
     service offered in China through pre-paid call arrangements since the third
     quarter of 2002,  which saw revenue  ramping up to 15% of total  revenue in
     the quarter and is expected to be more significant in future quarters.



                                       15
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
                                 MARCH 31, 2003

     Cost of revenue were $366,814 and  $2,846,010  for the quarters ended March
     31, 2003 and 2002,  respectively.  Cost of revenues  included  the costs in
     providing resale arrangements with long distance service providers, cost of
     leasing transmission facilities,  international gateway switches for voice,
     data  transmission  and  facsimile  services.  Gross margin for the quarter
     ended March 31, 2003 reduced to 2.5% compared to 3.5% for the quarter ended
     March  31,  2002.  It was  due to the  change  in the  revenue  mix for the
     services  provided  to the  customers  as well as the direct  result of the
     pricing  pressure in the telecom markets  without  adequate volume offsets.
     The unexpired  fixed  facility  contracts  has adversely  impacted our cost
     since we need to account for facility  lines not used through our re-focus,
     the impact would be on a short term basis as most of such contracts will be
     expired  within Q2, 2003.  Although  our mix  improved  towards a preferred
     blend of pre-paid mode versus  post-paid mode, our  international  business
     continues to experience  significant  price pressure on its products.  Both
     the  local  voice  revenue  and   long-distance   revenue   decreases  were
     significantly  impacted by  continued  weakness  in the  telecommunications
     industry  and  ongoing  economic  and  competitive   pressures  from  other
     telecommunications services providers in our Hong Kong and the world.

     Selling,  general and administrative  expenses (S,G&A): S,G&A expenses were
     $247,927  and  $272,573  for the  quarters  ended  March 31,  2003 and 2002
     respectively. S,G&A expenses as a percentage of revenues increased to 65.9%
     during the quarter March 31, 2003  compared to 9.2% in 2002,  primarily due
     to the Company's  revenue base reduction by 87%.  Depreciation  expense was
     $63,094  and  $148,807  in the  quarters  ended  March  31,  2003 and 2002,
     respectively.

     Other  Income and  Expenses:  Interest  income was nil and  $25,000 for the
     three months ended March 31, 2003 and 2002,  respectively.  Interest income
     was  earned  primarily  on a  promissory  note to a  shareholder.  Owing to
     completion of spin-off with the said  shareholder  on January 4, 2003,  the
     Company returned the promissory note to the shareholder and recorded a loss
     of  $270,613  in the  quarter  ending  March 31,  2003 as part of the final
     settlement upon separation from the shareholder.  The Company also recorded
     a loss of  $18,226  for the  quarter  ended  March 31,  2003 on its  equity
     investment in ETNS  Singapore  Pte, Ltd. compared to earnings of $7,039 for
     the same period in 2002.

     Comprehensive  loss:  In  2002,  The  Company's  investments  comprised  of
     marketable securities,  all classified as available-for-sale,  were carried
     at their fair  value  based  upon the  quoted  market  prices of the stock.
     Accordingly,  unrealized  gains and losses are  included  in  stockholders'
     equity as other  comprehensive  income or (loss).  There are no  marketable
     securities as of March 31, 2003 since all the securities have been returned
     to the shareholder on January 4, 2003,  while in the first quarter of 2002,
     they were recorded as part of the current assets.  The company  recorded an
     unrealized  loss of nil during the quarter ended March 31, 2003 compared to
     $180,000 in 2002.



                                       16
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
                                 MARCH 31, 2003

     Liquidity  and  Capital   Resources:   The  Company's   principal   capital
     requirements   during  the  quarter  in  2003  are  to  fund  the  internal
     operations.  The Company plans to raise  necessary funds by selling its own
     common shares to selected investors and bringing in business partners whose
     contributions include necessary cash.

     Operating  activities:  The loss from  operations  during the quarter ended
     March 31,  2003 was  $607,282  primarily  due to the  expense  of  $270,613
     recorded  in  settlement  with a  shareholder  as a result of  spin-off  on
     January  4, 2003 and a loss of $18,226  recorded  on the  company's  equity
     investment in an  unconsolidated  affiliate.  Additionally,  ElephantTalk's
     current liabilities  exceeded its current assets by $2,804,827 at March 31,
     2003.  These  factors  and  ElephantTalk's   inability  to  meet  its  debt
     obligations from current operations, and the need to raise additional funds
     to  accomplish   its   objectives,   create  a   substantial   doubt  about
     ElephantTalk's ability to continue as a going concern

     Investing  activities.  Net cash used in  investing  activities  during the
     quarter ended March 31, 2003,  was $7,879  compared to $10,835 for the same
     period in 2002.

     Financing activities.  Net cash provided by financing activities during the
     three  months  periods  ended  March  31,  2003 and 2002  was  $30,920  and
     $180,245,  respectively. Net cash was provided due to net proceeds received
     from related parties amounting to $49,357 and $196,722 in the quarter ended
     March 31, 2003 and 2002, respectively.

     As a result of the above activities, the Company experienced a net increase
     in cash of $4 for  the  quarter  ended  March  31,  2003.  The  ability  of
     ElephantTalk  to  continue  as a going  concern is still  dependent  on its
     success in obtaining additional financing from the institutional  investors
     or by selling its common shares and fulfilling its plan of restructuring as
     outlined above.



















                                       17
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                          OTHER INFORMATION (UNAUDITED)
                                 MARCH 31, 2003

PART II

ITEM 1   Legal Proceedings

     None

ITEM 2   Changes in Securities

     On March 31, 2003,  the Company  issued  341,270  common  shares  valued at
     $25,000 to Directors as compensation for attending the Board meetings,  and
     332,078  common  shares  valued at  $25,000  to certain  key  employees  as
     performance bonus.

ITEM 3   Defaults Upon Senior Securities

     Not applicable

ITEM 4   Submission of Matters to Vote of Securities Holders

     None

ITEM 5   Other Information

     None

ITEM 6   Exhibits and Reports on Form 8-K

     a) Exhibits

     None

     b) Reports on Form 8-K

     None


















                                       18
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                          OTHER INFORMATION (UNAUDITED)
                                 MARCH 31, 2003


                                   SIGNATURES

In accordance  with the  requirements  of the Exchange Act, the  registrant  has
caused  this  report  signed on its behalf by the  undersigned,  thereunto  duly
authorized.



                                       Elephant Talk Communications, Inc.

Date:  May 14, 2003                    By: /s/ Russelle Choi
                                       ---------------------------------------
                                           Russelle Choi
                                           President & Chief Executive Officer





































                                       19
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                                 CERTIFICATIONS
                                 MARCH 31, 2003

CERTIFICATION
-------------
I, Russelle Choi, certify that:

1.  I  have  reviewed  this  quarterly  report  on  Form  10-Q  of Elephant Talk
Communications, Inc.;

2.  Based on my knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Securities Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         (a) designed  such  disclosure  controls and  procedures to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         (b) evaluated the effectiveness of the registrant's disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and

         (c) presented  in  this  quarterly  report  our  conclusions  about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.  The registrant's  other certifying  officers and I have disclosed,  based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board of  directors  (or  persons  performing  the  equivalent
function):

         (a) all significant deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and








                                       20
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                                 CERTIFICATIONS
                                 MARCH 31, 2003

         (b) any fraud,  whether  or  not material,  that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls; and

6.  The registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  May 14, 2003

                                /s/ Russelle Choi
                                ------------------------------------
                                Russelle Choi
                                President & Chief Executive Officer



































                                       21
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                                 CERTIFICATIONS
                                 MARCH 31, 2003

CERTIFICATION
-------------
I, Manu Ohri, certify that:

1.  I  have  reviewed  this  quarterly  report  on  Form  10-Q  of Elephant Talk
Communications, Inc.;

2.  Based on my knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Securities Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         (a) designed  such  disclosure  controls and  procedures to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to me by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         (b) evaluated the effectiveness of the registrant's disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and

         (c) presented  in  this  quarterly  report  our  conclusions  about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.  The registrant's  other certifying  officers and I have disclosed,  based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board of  directors  (or  persons  performing  the  equivalent
function):

         (a) all significant deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and








                                       22
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                                 CERTIFICATIONS
                                 MARCH 31, 2003

         (b) any fraud,  whether or not material,  that involves  management  or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls; and

6.  The registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  May 14, 2003

                                        /s/ Manu Ohri
                                        ------------------------------------
                                        Manu Ohri
                                        Chief Financial Officer



































                                       23