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: September 30, 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: 000-30061



                       Elephant Talk Communications, Inc.
        (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 September 30, 2002,  Elephant  Talk  Communications,  Inc. had  36,438,210
shares of Common Stock Outstanding.

Transitional Small Business Disclosure Format (check one):

                                Yes [ ] No [ X ]










                                      F-1
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (Formerly known as Staruni Corporation)

                                TABLE OF CONTENTS

                              Report on Form 10-QSB
                                For quarter ended
                               September 30, 2002
                                                                         Page
                                                                         ----
PART 1   FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheets at September 30, 2002 (Unaudited)    F-3

         Consolidated Statements of Operations for the Three Months
         and Nine Months ended September 30, 2002 and 2001 (Unaudited)    F-4

         Consolidated Statements of Cash Flows for the Nine Months
         ended September 30, 2002 and 2001 (Unaudited)                    F-5

         Notes to the Consolidated Financial Statements                   F-6

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                       F-11

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings                                               F-16

Item 2.  Changes in Securities                                           F-16

Item 3.  Defaults upon Senior Securities                                 F-16

Item 4.  Submission of Matters to Vote of Security Holders               F-16

Item 5.  Other Information                                               F-16

Item 6.  Exhibits and Reports on Form 8-K                                F-16

Signatures and Certifications                                            F-17

Exhibit 99.1 Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002                                               F-22












                                      F-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)
                               SEPTEMBER 30, 2002
ASSETS

Current assets:
   Cash and cash equivalents                                     $      5,965
   Accounts receivable, net                                           727,627
   Inventory, net                                                       2,414
   Prepaid expenses and other current assets                          596,410
                                                                 ------------
Total current assets                                                1,332,416
                                                                 ------------
Property and equipment, net                                           860,474

Other assets
   Due from related parties                                         1,216,960
   Investment in ETNS Singapore Pte, Ltd.                             216,904
   Investments, net                                                    60,835
                                                                 ------------
Total other assets                                                  1,494,699
                                                                 ------------

Total assets                                                     $  3,687,589
                                                                 ------------
LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
   Cash overdraft                                                $    423,101
   Accounts payable and accrued expenses                            2,576,144
   Deferred revenue                                                    64,788
   Other payables and customer deposits                               140,970
   Factor payable                                                     198,205
   Capital lease liability, current portion                            26,282
   Due to related parties                                             787,979
                                                                 ------------
Total current liabilities                                           4,217,469

Long term liabilities:
   Capital Lease liability                                             36,100
                                                                 ------------
Total liabilities                                                   4,253,569

Contingencies

Shareholders' deficit
 Common stock, no par value, 250,000,000 shares authorized,
 36,438,210 shares issued and outstanding at September 30, 2002     5,632,163
 Accumulated deficit                                               (4,244,587)
 Accumulated other comprehensive loss                                (566,056)
 Less: note receivable - stock issuance                            (1,387,500)
                                                                 ------------
Total shareholders' deficit                                          (565,980)
                                                                 -------------
Total liabilities and shareholders' deficit                      $  3,687,589
                                                                 =============
                                      F-3
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<S>                                     <C>           <C>           <C>           <C>
                                        For the Three Months Ended  For the Nine Months Ended
                                               September 30,               September 30,
                                        --------------------------  --------------------------
                                            2002          2001          2002           2001
                                        ------------  ------------  ------------  ------------
Net sales                               $   933,240   $ 3,040,584   $ 5,141,793   $ 7,361,130

Cost of sales                               932,991     2,868,275     5,026,806     7,199,478
                                        -----------   -----------   -----------   -----------
Gross profit                                    249       172,309       114,987       161,652
                                        -----------   -----------   -----------   -----------
Operating expenses:
   Selling, general and administrative      240,465       171,193     1,175,394     1,090,727
   Depreciation and amortization            120,482       154,094       409,725       469,535
                                        -----------   -----------   -----------   -----------
Total operating expenses                    360,947       325,287     1,585,119     1,560,262
                                        -----------   -----------   -----------   -----------
Loss from continuing operations            (360,698)     (152,978)   (1,470,132)   (1,398,610)

Other income (expense):
   Equity in earnings of affiliate            7,745        14,820        15,298        32,520
   Interest expense                          (8,165)      (16,891)      (30,783)      (42,762)
   Interest income                           25,000             -        50,000        38,862
   Other                                          -             -        56,926             -
                                        -----------   -----------   -----------   -----------
Total other income (expense)                 24,580        (2,071)       91,441        28,620
                                        -----------   -----------   -----------   -----------
Loss before income tax                     (336,118)     (155,049)   (1,378,691)   (1,369,990)

Income tax                                        -             -           800             -
                                        -----------   -----------   -----------   -----------
Net loss                                $  (336,118)  $  (155,049)  $(1,379,491)  $(1,369,990)
                                        -----------   -----------   -----------   -----------
Other comprehensive loss:
   Unrealized loss on available
    for-sale securities                     (40,000)     (150,000)     (310,000)     (330,000)
                                        -----------   -----------   -----------   -----------
Comprehensive loss                      $  (376,118)  $  (305,049)  $(1,689,491)  $(1,699,990)
                                        ===========   ===========   ===========   ===========
Basic and fully diluted loss per
    common share:                       $     (0.01)  $     (0.00)  $     (0.04)  $     (0.04)
                                        -----------   -----------   -----------   -----------
Weighted average number of shares
 outstanding - Basic and fully diluted   36,438,210    32,794,389    35,627,395    32,064,656
                                        ===========   ===========   ===========   ===========
</TABLE>









          See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                            Nine Months Ended
                                                              September 30,
                                                      --------------------------
                                                          2002           2001
                                                      ------------  ------------
Cash flows from operating activities:
   Net loss                                           $(1,379,491)  $(1,369,990)
   Adjustments to reconcile net loss to net cash
     provided by in operating activities:
     Loss on abandonment of property and equipment         93,651             -
     Depreciation and amortization                        409,725       469,535
     Non cash (increase) decrease of notes receivable    (137,500)      256,410
     Equity in (income) loss of affiliate                  (7,414)      (43,369)
     Shares issued in lieu of compensation and services   579,200             -
     Changes in operating assets and liabilities:
       (Increase) decrease in:
       Accounts receivable                                363,937        78,586
       Prepaid expenses and other current assets          120,031       220,904
       Cash overdraft                                     389,936       400,609
       Accounts payable and accrued expenses             (249,066)      909,971
       Other payables & customer deposits                  34,055        56,876
       Deferred revenue                                  (129,212)            -
                                                      -----------   -----------
Net cash provided by operating activities                  87,852       979,532
                                                      -----------   -----------
Cash flows from investing activities:
   Purchase of property and equipment                      (3,290)      (33,375)
                                                      -----------   -----------
Net cash used in investing activities                      (3,290)      (33,375)
                                                      -----------   -----------
Cash flows from financing activities:
   Proceeds on stock subscriptions                              -       384,615
   Payments to related parties, net                       (21,097)   (1,286,459)
   Payments on capital leases                             (50,856)      (50,195)
                                                      -----------   -----------
Net cash used in financing activities                     (71,953)     (952,039)
                                                      -----------   -----------
Net decrease in cash & cash equivalents                   (12,609)       (5,882)

Cash and cash equivalents, beginning of period             18,574        28,620
                                                      -----------   -----------
Cash and cash equivalents, end of period              $     5,965   $    22,738
                                                      ===========   ===========








          See accompanying notes to consolidated financial statements.

                                      F-5

<PAGE>
                       ELEPHANT TALK COMMUNICATIONS, INC.
                     (Formerly known as Staruni Corporation)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002

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 acquisition, 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 $10,385.  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  acquisition"  for  accounting
         purposes  since the former owners of Elephant  Talk Limited  controlled
         majority of the total common shares outstanding  immediately  following
         the acquisition.  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.

         The business  purpose of the acquisition is new emphasis of the Company
         to gain market share in the telecommunication industry in Asia.

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


                                      F-6
<PAGE>
                       ELEPHANT TALK COMMUNICATIONS, INC.
                     (Formerly known as Staruni Corporation)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002

         footnotes  required by generally  accepted  accounting  principles  for
         complete  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 and nine months ended
         September 30, 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
         and nine  months  ended  September  30, 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.  The consolidated  financial  statements for the three months
         and nine months ended  September 30, 2001 included only the accounts of
         Elephant Talk Limited and its 42.9% equity investment in ETNS Singapore
         Pte, Ltd.  All significant inter-company accounts and transactions have
         been eliminated in consolidation.

NOTE 4:  Recent Pronouncements
         ---------------------
         In June 2001,  the FASB  issued  SFAS No.  143,  "Accounting  for Asset
         Retirement  Obligations." 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




                                      F-7
<PAGE>
                       ELEPHANT TALK COMMUNICATIONS, INC.
                     (Formerly known as Staruni Corporation)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002

         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.

         In April  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
         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.

         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.

         Management is in the process of evaluating the requirements of SFAS No.
         144 and does not expect that it will  materially  impact the  Company's
         financial position or results of operations.

NOTE 5:  Stockholders' Equity
         --------------------
         Stock Split:  As a condition  precedent to the  acquisition and plan of
         reorganization, 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


                                      F-8
<PAGE>
                       ELEPHANT TALK COMMUNICATIONS, INC.
                     (Formerly known as Staruni Corporation)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002

         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:  As part of the  acquisition  and  plan of
         reorganization 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  valued  the  investment  in Vision
         Aerospace,   Inc.  at  $10,835  being  the  net  value  of  assets  and
         liabilities in exchange for 1,000,000 shares.

         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.  The terms of the consultants' agreements range
         from one to twelve months. On May 2, 2002, the Company issued 1,710,000
         shares under the  offering,  valued at $579,200 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.

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
         Company  paid $0 for income tax during  the  nine-month  periods  ended
         September 30, 2002 and 2001 and $30,712 and $42,762 for interest during
         the nine-month periods ended September 30, 2002 and 2001, respectively.

         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


                                      F-9
<PAGE>
                       ELEPHANT TALK COMMUNICATIONS, INC.
                     (Formerly known as Staruni Corporation)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002

         combination,  and is  deemed a  "reverse  acquisition"  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 and nine month
         periods ended  September 30, 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  and  common   stock   equivalents
         outstanding.

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 $4,244,587  including net losses of $336,118
         and  $1,379,491  for  the  three-month  and  nine-month  periods  ended
         September  30,  2002,  respectively.  The total  shareholders'  deficit
         amounted to $565,980 on September 30, 2002.

         In  view  of  the  matters   described  in  the  preceding   paragraph,
         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 September 30, 2002,
         towards (i) obtaining  additional  equity financing (ii) controlling of
         salaries and general and  administrative  expenses and (iii) management
         of accounts payable. In that regard, on April 11 and 16, 2002, Elephant
         Talk 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.




                                      F-10
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (Formerly known as Staruni Corporation)
                MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
                               SEPTEMBER 30, 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 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 owns switching  facilities in China,  Hong Kong, the
         United States, Taiwan and Singapore, which now are owned by the Company
         as a result  of the  acquisition.  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 calling 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



                                      F-11

<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (Formerly known as Staruni Corporation)
                MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
                               SEPTEMBER 30, 2002

         termination   options  outside  Asia  by  entering  into  international
         operating  agreements with foreign-based  telecommunications  carriers,
         including AT&T  Corporation,  Frontier Telecom Limited and MCI WorldCom
         Inc.

         Capitalizing  on a unique  position to gain market  share in Asia,  the
         Company has leveraged  Elephant Talk Limited's  early entrant status by
         holding a stronger position in China by forging an increasing number of
         strategic  relationships  with China NetCom  Corporation,  China Unicom
         Corporation and Greatwall Broadband Corporation, just to name a few. In
         1996, only one-third of Elephant Talk Limited's  traffic  terminated in
         China. The traffic  increased to approximately 70% in 1998, and to over
         80% in 1999-2000.  In keeping with the extremely difficult economic and
         competitive market conditions for  telecommunications  industry in Hong
         Kong and in the US, the Company  reported  disappointing  third quarter
         results.  In light of the  environment,  we are closely  monitoring our
         traffic mix,  enhancing  profitable  services,  and identifying ways to
         pare expenses  during the rest of the year. 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 and nine months ended
         September  30, 2002  consisted of  primarily  the  operations  of ETCI,
         wholly-owned   subsidiary   Elephant  Talk  Limited,   and  39%  equity
         investment in ETNS Singapore  Pte,  Ltd.  The results of operations for
         the three and nine months ended  September  30, 2001  consisted of 100%
         the  operations of Elephant  Talk Limited and its equity  investment of
         42.9% in ETNS Singapore Pte, Ltd.

         Sales and Cost of sales: The Company reported net sales of $933,240 and
         $5,141,793  during the three and nine months ended  September  30, 2002
         compared to  $3,040,584  and  $7,361,130  for the same periods in 2001.
         Revenues  consisted of  telecommunications  services  such as voice and
         data  transmission  like IDD,  pre-paid calling cards,  PC-to-phone and
         facsimile  services  provided  to a wide range of  customers  including
         major  telecommunication  companies in the US, China and Hong Kong. The
         drop in sales by approximately  69% in the three months ended September
         30, 2002 as compared to three months ended September 30, 2001was due to
         a temporary withdrawal in prepaid calling card sales in the US to avoid
         price wars and  significant  lowering in market tariff rate,  which was
         partially  offset by  increase  in traffic  volume.  We expect the unit
         tariff to bottom out in the near future,  thus  sustaining  our revenue
         level.  The  Company is looking  to find sales  agents who can  perform
         better to aggressively  protect Company's prepaid calling card business
         in the US and begin  expansion in Southeast  Asia. The revenue for nine
         months ended September 30, 2002 decreased by approximately 30% from the
         corresponding  period  last year.  Costs of  sales  were  $932,991  and
         $5,026,806  during the three and nine months ended  September  30, 2002


                                      F-12
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (Formerly known as Staruni Corporation)
                MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
                               SEPTEMBER 30, 2002

         compared to  $2,868,275  and  $7,199,478  for the same periods in 2001.
         Cost of sales 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.  The drop in cost of sales was primarily due to
         significant decrease in the cost of leasing transmission and facilities
         by the  company  during the year 2002.  Gross  profit for the three and
         nine months ended September 30, 2002 was almost 0% and 2.2% compared to
         5.7% and 2.2% for the same periods in 2001.

         Gross  profit:  Gross profit for the three months ended  September  30,
         2002 was lower than that of the gross profit for the three months ended
         September 30, 2001 due to the reduced sales.  Gross profit worsened for
         the nine months ended September 30, 2002 compared to the same period of
         2001  due to the  temporary  withdrawal  in the  prepaid  calling  card
         business while the fixed leasing costs still need to be borne, although
         it is partially off set by the company obtaining more competitive terms
         and pricing from several major long distance service providers in China
         and  US.  In   addition,   growing   application   of   IP-transmission
         technologies  and  services to more  profitable  trunk  routes  further
         helped increase in gross profit.

         Selling,  general and administrative expenses (S, G&A): S, G&A expenses
         were  $240,465  and  $1,175,394  for the  three and nine  months  ended
         September  30, 2002  compared to $171,193 and  $1,090,727  for the same
         periods in 2001. S, G&A expenses as a percentage of sales  increased to
         25.8% during the three months ended September 30, 2002 compared to 5.6%
         for the same period in 2001  primarily due to increased  consulting and
         investor  relations  expense  incurred by the  company to increase  the
         company  awareness in US markets.  S, G&A  expenses as a percentage  of
         sales  increased to 22.9% during the nine months  ended  September  30,
         2002  compared  to  14.8%  for  the  same  period  in  2001  due to the
         significant  decrease  in sales and higher  legal  fees and  facilities
         expenses  incurred  by the  company  during  the same  periods in 2001.
         During 2002, the company  utilized its resources  efficiently,  reduced
         payroll  expense and rent due to the  downturn  in economic  and market
         conditions in Hong Kong.

         Other  Income:  Other  income was $24,580 and $91,441 for the three and
         nine  months  ended  September  30, 2002  compared to other  expense of
         $2,071 and other income of $28,620 for the same periods in 2001.  Other
         income  increased during three months ended September 30, 2002 compared
         to the same period in 2001  primarily due to the increase of $25,000 in
         interest  earned on a promissory  note to a  shareholder.  Other income
         during the three months ended September 30, 2002 is offset by increased
         in interest  expense by $8,726 for the same period in 2001. The Company
         earned  $7,745  and $15,  298 during  the three and nine  months  ended
         September  30, 2002 on its equity  investment in ETNS  Singapore,  Pte,
         Ltd.  compared to earnings of $14,820 and $32,520 for the same  periods
         in 2001.


                                      F-13
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (Formerly known as Staruni Corporation)
                MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
                               SEPTEMBER 30, 2002

         Net Loss:  The net loss for the  three-month  and  nine-months  periods
         ended  September 30, 2002 were  $336,118 and  $1,379,491 as compared to
         $155,059 and $1,369,990 for the same periods 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
         September  30,  2002 and 2001,  respectively.  Accordingly,  unrealized
         gains  and  losses  are  included  in  stockholders'  equity  as  other
         comprehensive income or (loss). The Company recorded an unrealized loss
         of  $40,000  and  $310,000  during  the  three  and nine  months  ended
         September  30,  2002  compared to $150,000  and  $330,000  for the same
         periods in 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.  In view  of low  borrowing  rates,  we  also  actively  pursuing
         additional credit  facilities with financial  institutions in Hong Kong
         as a means to obtain new funding.

         As  shown  in  the  accompanying  financial  statements,   ElephantTalk
         incurred a net loss of $1,379,491  for the nine months ended  September
         30, 2002 as compared to a net loss of $1,369,990 for the same period in
         2001.  Additionally,  ElephantTalk's  current liabilities  exceeded its
         current  assets by $2,885,053 at September 30, 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 nine months ended September 30, 2002,
         net cash provided by operating  activities amounted to $87,852 compared
         to $979,532  during the same period in 2001.  The  decrease in net cash
         provided by operating  activities  resulted  primarily  due to negative
         cash flow from  accounts  payable of $249,066 in the current  period as
         compared  to inflow of cash from  accounts  payable of  $909,971 in the
         corresponding period last year.

         Investing  activities.  Net  cash  used  in  investing  activities  for
         purchase  of  property  and  equipment  during  the nine  months  ended
         September 30, 2002, was $3,290  compared to $33,375 for the same period
         in 2001.


                                      F-14
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (Formerly known as Staruni Corporation)
                MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
                               SEPTEMBER 30, 2002

         Financing activities.  Net cash used in financing activities during the
         nine months ended  September 30, 2002 was $71,953  compared to $952,039
         during the same period in 2001.  The decrease was  primarily due to net
         payments to related  parties of $21,097  during the nine  months  ended
         September 30, 2002 compared to $1,286,459  for the same period in 2001.
         Proceeds  from stock  subscriptions  amounted  to zero  during the nine
         months ended  September 30, 2002  compared to $384,615  during the same
         period in 2001.

         As a result of the above  activities,  the  Company  experienced  a net
         decrease  in cash of $12,609 for the nine months  ended  September  30,
         2002 as compared  to a net  decrease of cash flow of $5,882 in the same
         period last year.  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.




































                                      F-15
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                          OTHER INFORMATION (UNAUDITED)
                               SEPTEMBER 30, 2002

PART II

ITEM 1   Legal Proceedings

         None.

ITEM 2   Changes in Securities

         None.

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

            99.1 Certification  Pursuant  to  18 U.S.C. Section 1350, as Adopted
                 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

         b) Reports on Form 8-K

         On August 6, 2002, Elephant Talk Communications,  Inc.  appointed   new
         independent accountants.  File  No. 000-30061   and   Accession  Number
         0001017386-02-000203.  Incorporated herein by reference.


















                                      F-16
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                          OTHER INFORMATION (UNAUDITED)
                               SEPTEMBER 30, 2002


                                   SIGNATURES

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


Dated:  November 14, 2002     ELEPHANT TALK COMMUNICATIONS, INC.

                              By: /s/ Russelle Choi
                              -----------------------------
                              Russelle Choi
                              Chairman of the Board,
                              President and Chief Executive Officer





































                                      F-17
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                                 CERTIFICATIONS
                               SEPTEMBER 30, 2002

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




                                      F-18
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                                 CERTIFICATIONS
                               SEPTEMBER 30, 2002

       (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:  November 14, 2002

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


































                                      F-19
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                                 CERTIFICATIONS
                               SEPTEMBER 30, 2002

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




                                      F-20
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                                 CERTIFICATIONS
                               SEPTEMBER 30, 2002

       (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:  November 14, 2002

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


































                                      F-21