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, 2002

     [ ]  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: 001-12671




                       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)

                                   95-2210753
                        (IRS Employer Identification No.)

           19222 Pioneer Blvd., Suite 100, Cerritos, California 90703
                    (Address of principal executive offices)

                                 (562) 653-0400
                           (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, 2002, Elephant Talk Communications, Inc. had 34,626,899 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, 2002
                                                                           Page

PART 1   FINANCIAL INFORMATION

Item 1.    Financial Statements

           Consolidated Balance Sheets at March 31, 2002 (Unaudited)
           and December 31, 2001                                             3

           Consolidated Statements of Operations for the Three Months
           ended March 31, 2002 and 2001 (Unaudited)                         4

           Consolidated Statements of Cash Flows for the Three Months
           ended March 31, 2002 and 2001 (Unaudited)                         5

           Notes to the Consolidated Financial Statements                    6

Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations                              10


PART II  OTHER INFORMATION

Item 1.    Legal Proceedings                                                14

Item 2.    Changes in Securities                                            14

Item 3.    Defaults upon Senior Securities                                  14

Item 4.    Submission of Matters to Vote of Security Holders                14

Item 5.    Other Information                                                14

Item 6.    Exhibits and Reports on Form 8-K                                 14

Signatures                                                                  15











                                       2
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                           CONSOLIDATED BALANCE SHEETS
PART l
ITEM 1                               ASSETS
                                                  March 31, 2002    December 31,
                                                    (Unaudited)         2001
Current assets                                      -----------     -----------
  Cash                                              $    14,487     $    18,574
  Accounts receivable, net                            1,041,700       1,091,564
  Prepaid expenses and other current assets             642,918         653,941
                                                    -----------     -----------
     Total Current Assets                             1,699,105       1,764,079
                                                    -----------     -----------
PROPERTY AND EQUIPMENT - NET                          1,118,102       1,363,850
                                                    -----------     -----------
OTHER ASSETS
   Due from related parties                           1,406,255       1,557,230
   Investment in ETNS Singapore Pte., Ltd.              216,529         209,490
   Investments, net                                     190,835         360,000
                                                    -----------     -----------
     Total Other Assets                               1,813,619       2,126,720
                                                    -----------     -----------
TOTAL ASSETS                                        $ 4,630,826     $ 5,254,649
                                                    ===========     ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Cash overdraft                                   $    95,743     $    33,165
   Accounts payable and accrued expenses              2,629,245       2,821,718
   Deferred revenue                                     150,000         194,000
   Other payables and customer deposits                 106,040         106,915
   Factor payable                                       198,205         198,205
   Capital lease liability, current portion              77,618          84,642
  Due to related parties                                924,793         802,381
                                                    -----------     -----------
     Total Current Liabilities                        4,181,644       4,241,026

LONG-TERM LIABILITIES
  Capital lease liability                                19,143          28,596
  Note payable                                          282,051         282,051
                                                    -----------     -----------
TOTAL LIABILITIES                                     4,482,838       4,551,673
                                                    -----------     -----------
STOCKHOLDERS' EQUITY
   Common stock, no par value, 250,000,000
    shares authorized, 34,626,899 shares
    issued and outstanding, respectively              5,084,963       5,074,128
   Accumulated deficit                               (3,163,419)     (2,865,096)
   Accumulated other comprehensive loss, net           (436,056)       (256,056)
   Less: note receivable - stock issuance            (1,337,500)     (1,250,000)
                                                    -----------     -----------
     Total Stockholders' Equity                         147,988         702,976
                                                    -----------     -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $ 4,630,826     $ 5,254,649
                                                    ===========     ===========
                 See accompanying notes to financial statements
                                       3
<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, 2002  March 31, 2001
                                                   ------------    ------------

REVENUES, NET                                      $  2,947,878    $  2,493,188

COST OF REVENUES                                      2,846,010       2,432,689
                                                   ------------    ------------

GROSS PROFIT                                            101,868          60,499
                                                   ------------    ------------

OPERATING EXPENSES
 Depreciation                                           148,807         156,247
 Selling, general and administrative                    273,373         270,069
                                                   ------------    ------------
      Total operating expenses                          422,180         426,316
                                                   ------------    ------------

LOSS FROM OPERATIONS                                   (320,312)       (365,817)
                                                   ------------    ------------

OTHER INCOME (EXPENSE)
 Interest income                                         25,000            --
 Interest expense                                       (10,050)        (13,096)
 Equity in income (loss) of unconsolidated
  affiliate                                               7,039          14,994
                                                   ------------    ------------
      Total other income (expense)                       21,989           1,898
                                                   ------------    ------------

NET LOSS                                           $   (298,323)   $   (363,919)
                                                   ------------    ------------

OTHER COMPREHENSIVE INCOME (LOSS)
 Unrealized loss on available-for-sale securities      (180,000)           --
                                                   ------------    ------------
                                                       (180,000)           --
                                                   ------------    ------------

COMPREHENSIVE LOSS                                 $   (478,323)   $   (363,919)
                                                   ============    ============
Net loss per common share and equivalents
 - basic and diluted                               $      (0.01)   $      (0.01)
                                                   ============    ============
Weighted average shares outstanding
 during the period - basic and diluted               34,626,899      31,164,209
                                                   ============    ============

                 See accompanying notes to financial statements

                                       4
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                         Three Months Ended
                                                  March 31, 2001  March 31, 2001
                                                   ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                            $  (478,323)   $  (363,918)
 Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
 Depreciation                                            148,807        156,247
 Write down of property and equipment                     96,941           --
 Write down in value of investments                      180,000           --
 Equity in income of unconsolidated affiliate             (7,039)       (43,369)
 Changes in operating assets and liabilities:
   (Increase) Decrease in:
    Accounts receivable                                   49,864        (74,256)
    Prepaid expenses and other current assets             11,023        355,031
    Cash overdraft                                        62,578         73,182
    Accounts payable and accrued expenses               (192,473)       677,254
    Deferred revenue                                     (44,000)          --
    Other payables and customer deposits                    (875)        87,804
                                                     -----------    -----------
       Net cash provided by (used in) operating
        activities                                      (173,497)       867,975
                                                     -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of property and equipment                        --          (15,231)
 Purchase of investments                                 (10,835)          --
                                                     -----------    -----------
       Net cash used in investing activities             (10,835)       (15,231)
                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Payments on capital lease payable                       (16,477)       (14,733)
 Proceeds from related parties, net                      196,722       (803,010)
                                                     -----------    -----------
       Net cash provided by (used in) financing
        activities                                       180,245       (817,743)
                                                     -----------    -----------

NET INCREASE (DECREASE) IN CASH                           (4,087)        35,001

CASH, BEGINNING OF THE PERIOD                             18,574         28,260
                                                     -----------    -----------

CASH, END OF THE PERIOD                              $    14,487    $    63,261
                                                     ===========    ===========

SUPPLEMENTAL DISCLOSURE OF NON - CASH
 INVESTING AND FINANCING ACTIVITIES:

Interest paid                                        $    10,050    $    13,096
Write down in value of investments                   $   180,000            --

                 See accompanying notes to financial statements
                                       5
<PAGE>


               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002

ITEM 1

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.

NOTE 2:  Basis of Presentation

     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.  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.

     The  Company  previously   reported  its  yearly   consolidated   financial
     statements  on a fiscal year  ending  September  30.  Since the merger with
     Elephant Talk Limited,  the Company elected to adopt the fiscal year end of
     Elephant Talk Limited as its fiscal year end. Elephant Talk Limited reports
     it  financial  information  on  a  calendar  year  basis.  Therefore,   the
     accompanying  unaudited  financial  statements  for the three  months ended
     March 31, 2002 and 2001 are prepared to report the financial results of the
     Company of the first  quarter  results  instead of reporting the results of
     six months ended March 31, 2002 and 2001.

     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

                                       6
<PAGE>

               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002

     financial  statements and related notes included in the Company's 2001 Form
     10-KSB. The audited  consolidated  financial  statements of the Company for
     the year ended  September 30, 2001 were filed on December 27, 2001 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, 2002 are not
     necessarily  indicative  of the results to be expected for the entire year.
     Certain 2001 amounts have been  reclassified  to conform to current  period
     presentation. These reclassifications have no effect on previously reported
     net income.

NOTE 3:  Principles of Consolidation

     The  accompanying  consolidated  financial  statements for the three months
     ended March 31, 2002 include the accounts of Elephant Talk Companies, Inc.,
     its 100% wholly-owned  subsidiary  Elephant Talk Limited and its 39% equity
     investment  in  ETNS  Singapore  Pte.,  Ltd.  The  consolidated   financial
     statements  for the three  months  ended March 31, 2001  included  only the
     accounts of 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

     Statement on Financial  Accounting  Standards (SFAS) No. 142, "Goodwill and
     Other Intangible Assets" establishes new standards for goodwill acquired in
     a business combination and eliminates  amortization of goodwill and instead
     sets forth  methods  to  periodically  evaluate  goodwill  for  impairment.
     Intangible  assets  with a  determinable  useful  life will  continue to be
     amortized  over that period.  This statement  becomes  effective for fiscal
     years  beginning  after  December  15,  2001 and must be  applied as of the
     beginning  of such year to all goodwill  and other  intangible  assets that
     have  already  been  recorded in the  balance  sheet as of the first day in
     which SFAS No. 142 is  initially  applied,  regardless  of when such assets
     were  acquired.   Goodwill   acquired  in  a  business   combination  whose
     acquisition date is on or after July 1, 2001, should not be amortized,  but
     should be reviewed  for  impairment  pursuant to SFAS No. 121,  even though
     SFAS  No.  142 has not  yet  been  adopted.  However,  previously  acquired
     goodwill  should  continue  to be  amortized  until  SFAS No.  142 is first
     adopted.




                                       7
<PAGE>

               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002

     SFAS No. 143  "Accounting  for Asset  Retirement  Obligations"  establishes
     standards  for  the  initial  measurement  and  subsequent  accounting  for
     obligations  associated  with  the  sale,  abandonment,  or  other  type of
     disposal  of  long-lived  tangible  assets  arising  from the  acquisition,
     construction,  or development and/or normal operation of such assets.  SFAS
     No. 143 is effective for fiscal years  beginning  after June 15, 2002, with
     earlier application encouraged.

     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.

     Management is in the process of evaluating  the  requirements  of SFAS Nos.
     142, 143 and 144, but does not expect these  pronouncements will materially
     impact the Company's financial position or results of operations.

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.   These
     financial  statements  reflect the reverse stock split back to December 31,
     2000 in  computing  the  weighted  average  number  of  shares  outstanding
     recognized for the loss per share.

     Issuance of common stock: 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 the 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.






                                       8
<PAGE>


               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002

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 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

NOTE 7:  Basic and Diluted Net Loss Per Share

     Basic and  diluted  net loss per share for the three  month  periods  ended
     March  31,  2002 and 2001  were  determined  by  dividing  net loss for the
     periods  by the  weighted  average  number of basic and  diluted  shares of
     common stock outstanding.

NOTE 8:  Subsequent Events

     Issuance of Form S-8 "Registration Statements"
     On April 11, 2002,  the Company  filed a  registration  statement  with the
     Securities  and  Exchange  Commission  offering to issue  2,000,000  common
     shares of no par value  statement,  to  certain  consultants  and  advisors
     pursuant  to option  agreements  entered  into  between the Company and the
     consultants  in  consideration  for  services  to be  performed  under  the
     respective agreements in the aggregate, valued at $640,000. The term of the
     consultants agreements range from one to twelve months. On May 2, 2002, the
     Company  issued  1,710,000  shares to certain  consultants  for payment for
     services underlying the April 11, 2002 registration statement.

     On April 16, 2002,  the Company  filed a  registration  statement  with the
     Securities  and  Exchange  Commission  offering to issue  2,000,000  common
     shares of no par value  statement,  to a consultant  for advisory  services
     pursuant to an option  agreement  entered  into between the Company and the
     consultant in  consideration  for services to be performed under the option
     agreement,  valued  at  $640,000.  The term of the  consultant's  agreement
     expires on April 10,  2003.  No shares have been issued under the April 16,
     2002 registration statement.





                                       9
<PAGE>

               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
                                 MARCH 31, 2002

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 of merger and plan of  reorganization,  effective
     August 27,  2001,  and through the  subsequent  merger  that  completed  on
     January 4, 2002, Staruni Corporation,  a California corporation merged with
     Elephant Talk Limited, a limited company incorporated in Hong Kong. Staruni
     was the surviving  corporation  and shall continue its corporate  existence
     under the laws of  California.  The  merger  caused no change in any of the
     shares of the Company's common stock outstanding on the merger date, and no
     other securities were converted as a result of the merger.

     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 provide  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.






                                       10
<PAGE>

               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
                                 MARCH 31, 2002

     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 three months ended March 31, 2002
     consisted  of  primarily  the  operations  of ETCI,  100% owned  subsidiary
     Elephant Talk Limited,  and 39% equity  investment in ETNS Singapore  Pte.,
     Ltd.  The results of  operations  for the three months ended March 31, 2001
     consisted of 100% the  operations  of Elephant  Talk Limited and its equity
     investment of 42.9% in ETNS Singapore Pte., Ltd

     Revenues and Cost of revenues:  The Company reported revenues of $2,948,000
     and  $2,493,000  during the three  months  ended  March 31,  2002 and 2001,
     respectively.  Revenues  consisted of  telecommunications  services such as
     voice and data  transmission like IDD, pre-paid calling cards and facsimile
     services   provided  to  a  wide  range  of   customers   including   major
     telecommunication companies in the US, China and Hong Kong. Cost of revenue
     were  $2,846,000 and $2,433,000 for the three months period ended March 31,
     2002  and  2001,  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, 2002  improved to 3.45%  compared to 2.43% for the quarter
     ended March 31, 2001.  Gross margin improved in the quarter ended March 31,
     2002 due to the change in the revenue mix for the services  provided to the
     customers.  The  Company's  sale of  prepaid  telephone  credits  increased
     significantly.   In  addition,   growing   application  of  IP-transmission
     technologies  and services to more profitable  trunk routes,  which further
     helped, increase in gross margin.

     Selling,  general and administrative  expenses (S,G&A): S,G&A expenses were
     $273,000  and  $283,000  for the three months ended March 31, 2002 and 2001
     respectively.  S,G&A expenses as a percentage of revenues declined to 9.27%
     during the three  months  ended March 31,  2002  compared to 11.63% for the
     same period in 2001,  primarily due to the Company  utilizing its resources
     efficiently due to the economic and market conditions in Hong Kong.






                                       11
<PAGE>

               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
                                 MARCH 31, 2002

     Other  Income:  Other  income was $22,000  and $2,000 for the three  months
     ended March 31, 2002 and 2001, respectively.  Other income increased during
     2002  primarily  due to $25,000 in interest  income  earned on a promissory
     note to a  shareholder.  The Company earned $7,000 during the quarter ended
     March  31,  2002 on its  equity  investment  in ETNS  Singapore,  Pte.  Ltd
     compared to earnings of $15,000 for the same period in 2001.

     Comprehensive  loss:  The  Company's  investments  comprised of  marketable
     securities, all classified as available-for-sale, are carried at their fair
     value based upon the quoted market prices of the  investments  at March 31,
     2002.   Accordingly,   unrealized   gains  and  losses  are   included   in
     stockholders'   equity  as  other  comprehensive   income  or  (loss).  The
     marketable securities are restricted as of March 31, 2002 and therefore not
     included in current  assets.  The company  recorded an  unrealized  loss of
     $180,000  during the quarter ended March 31, 2002.  The Company did not own
     any marketable securities at March 31, 2001.

     Liquidity  and  Capital   Resources:   The  Company's   principal   capital
     requirements  during the year 2002 are to fund the internal  operations and
     fund the  acquisitions  of growth  oriented  telecommunication  and related
     businesses  in China and Hong Kong.  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.

     As shown in the accompanying financial statements,  ElephantTalk incurred a
     net loss of $478,000  for the three months ended March 31, 2002 as compared
     to a net loss of  $364,000  for the  same  period  in  2001.  Additionally,
     ElephantTalk's   current   liabilities   exceeded  its  current  assets  by
     $2,483,000 at March 31, 2002. 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.  On April 11
     and 16,  2002  ElephantTalk  filed  two  registration  statements  with the
     Securities and Exchange  Commission to issue 4,000,000 shares in aggregate,
     that will provide the necessary  capital to settle  certain  obligations of
     the consultants and to continue its operations during 2002.

     Operating  activities.  During the three months  ended March 31, 2002,  net
     cash used in operating  activities  decreased  to $174,000  compared to net
     cash provided by operating activities to $868,000 during the same period in
     2001. The decrease in operating  activities  resulted  primarily due to the
     increase in loss during the quarter of $478,000, write down in property and
     equipment  by  $97,000,  write down in value of  marketable  securities  by
     $180,000,  offset by decrease in accounts  payable and accrued  expenses of
     $192,000 and deferred revenue of $44,000.






                                       12
<PAGE>

               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
                                 MARCH 31, 2002

     Investing  activities.  Net cash used in  investing  activities  during the
     three months ended March 31, 2002, was $11,000  compared to $15,000 for the
     same period in 2001. Cash was primarily used to purchase  1,000,000  common
     shares  of  Vision  Technology,  Inc.  in  exchange  of net of  assets  and
     liabilities of Staruni Corporation.

     Financing activities.  Net cash provided by financing activities during the
     three  months  ended March 31, 2002 was  $180,000  compared to cash used in
     financing  activities of $818,000  during the same period in 2001. Net cash
     was provided due to net proceeds received from related parties amounting to
     $197,000 and payments on capital lease obligations of $16,500.

     As a result of the above activities, the Company experienced a net decrease
     in cash of $4,000 for the three months ended March 31, 2002. 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.

































                                       13
<PAGE>


               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                          OTHER INFORMATION (UNAUDITED)
                                 MARCH 31, 2002

PART II

ITEM 1   Legal Proceedings

     Hudson  Consulting  Group,  Inc.  ("Hudson" as Plaintiff) vs. Elephant Talk
     Communications,   Inc.,  ("ElephantTalk"  as  Defendant),   Third  Judicial
     District Court, State of Utah, Case No. 020902346 filed on March 15, 2002:

     Hudson, a Nevada corporation,  filed an action claiming Staruni Corporation
     (predecessor  of  ElephantTalk)  contracted  for  and  received  consulting
     services  from  Hudson in Salt Lake  County,  Utah over a period  from 2000
     until February 2002 in the amount of $16,306.   The  claim arose as Staruni
     Corporation  failed to disclose to  ElephantTalk  liability  due to Hudson,
     when the merger between Staruni  Corporation and ElephantTalk  completed on
     January  4,  2002.  The claim  has no merit  against  ElephantTalk  and the
     Company intends to vigorously contest the case.

ITEM 2   Changes in Securities

         Not applicable

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
         On January 4, 2002,  Staruni  Corporation  and  Elephant  Talk  Limited
         completed their merger pursuant to Share Exchange  Agreement.  File No.
         000-30061 and Film No. 2512961. Incorporated herein by reference.








                                       14
<PAGE>


               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                          OTHER INFORMATION (UNAUDITED)
                                 MARCH 31, 2002


                                   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, 2002                        By: /s/ Russelle Choi
                                           -----------------------------------
                                           Russelle Choi
                                           President & Chief Executive Officer



































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