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, 2003

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

        For the transition period from ______________ to _______________

                        Commission File Number: 000-30061


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

                                   California
          ------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   95-4557538
                         -------------------------------
                        (IRS Employer Identification No.)

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

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

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

As of September 30, 2003,  Elephant  Talk  Communications,  Inc. had  24,716,817
shares of Common Stock Outstanding.

Transitional Small Business Disclosure Format (check one):

                               Yes [  ]                No [ X ]









                                       1
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

                              Report on Form 10-QSB
                                For quarter ended
                               September 30, 2003
                                                                        Page
                                                                        ----
PART 1   FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheet at September 30, 2003 (Unaudited)     3

         Consolidated Statements of Operations for the Three Months
         and Nine Months ended September 30, 2003 and 2002 (Unaudited)    5

         Consolidated Statements of Cash Flows for the Nine Months
         ended September 30, 2003 and 2002 (Unaudited)                    6

         Notes to the Consolidated Financial Statements (Unaudited)       8

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                             13


PART II  OTHER INFORMATION

Item 1.  Legal Proceedings                                               17

Item 2.  Changes in Securities                                           17

Item 3.  Defaults upon Senior Securities                                 17

Item 4.  Submission of Matters to Vote of Security Holders               17

Item 5.  Other Information                                               17

Item 6.  Exhibits and Reports on Form 8-K                                17

Signatures and Certifications                                            18

Exhibit 99.1 Certification pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002                                      23












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

               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES

                      CONSOLIDATED BALANCE SHEET (UNAUDITED)

                                                               September 30,
                                     ASSETS                        2003
                                     ------                -------------------
Current assets
  Cash and cash equivalents                                  $         8,211
  Accounts receivable, net                                           279,660
  Prepaid expenses and other current assets                          368,276
                                                             ---------------
     Total Current Assets                                            656,147
                                                             ---------------
PROPERTY AND EQUIPMENT - NET                                         469,239
                                                             ---------------
OTHER ASSETS
   Due from related parties                                          537,736
   Investment in ETNS Singapore Pte., Ltd.                           183,783
   Investments, net                                                   10,835
                                                             ---------------
     Total Other Assets                                              732,354
                                                             ---------------

TOTAL ASSETS                                                 $     1,857,740
------------                                                 ===============


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

CURRENT LIABILITIES
   Cash overdraft                                            $       544,126
   Accounts payable and customer deposits                          1,045,153
   Deferred revenue                                                  145,782
   Accrued expenses and other payables                               865,144
   Factor payable                                                    198,205
   Note payable                                                      282,051
   Capital lease liability                                            14,018
   Due to related parties                                            808,371
                                                             ---------------
     Total Current Liabilities                                     3,902,850










          See accompanying notes to consolidated financial statements

                                       3
<PAGE>


               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES

                      CONSOLIDATED BALANCE SHEET (UNAUDITED)


                                                               September 30,
                                                                   2003
                                                           -------------------

STOCKHOLDERS' DEFICIENCY
    Preferred Stock Class B, no par value, 5,000,000
     shares authorized, 0 shares issued and outstanding                    -
    Common stock, no par value, 250,000,000 shares
     authorized, 42,612,396 shares issued and outstanding,
     respectively                                                  6,152,363
    Common stock authorized but unissued, 17,895,579
     common shares                                                (1,288,482)
    Accumulated comprehensive loss, net                             (553,187)
    Accumulated deficit                                           (6,355,804)
                                                             ---------------
     Total Stockholders' Deficiency                               (2,045,110)
                                                             ---------------

  TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY             $     1,857,740
  ----------------------------------------------             ===============




























          See accompanying notes to consolidated financial statements

                                       4
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       AND COMPREHENSIVE LOSS (UNAUDITED)
<TABLE>
<S>                                    <C>           <C>            <C>           <C>
                                       For the Three Month Period   For the Nine Month Period
                                           Ended September 30           Ended September 30
                                       ---------------------------  ---------------------------
                                           2003           2002          2003          2002
                                       ------------- -------------  ------------- -------------
Net sales                              $    168,747  $    933,240   $    693,207  $  5,141,793

Cost of sales                               160,718       932,991        623,205     5,026,806
                                       ------------  ------------   ------------  ------------
Gross profit                                  8,029           249         70,002       114,987
                                       ------------  ------------   ------------  ------------
Operating expenses:
 Selling, general and administrative        192,737       240,465        956,809     1,175,394
 Depreciation and amortization               63,349       120,482        189,891       409,725
                                       ------------  ------------   ------------  ------------
Total operating expenses                    256,086       360,947      1,146,700     1,585,119
                                       ------------  ------------   ------------  ------------
Loss from continuing operations            (248,057)     (360,698)    (1,076,698)   (1,470,132)

Other income (expense):
 Equity in earnings (loss) of affiliate     (18,623)        7,745        (51,622)       15,298
 Loss on settlement                               -             -       (270,613)            -
 Interest expense                            (5,193)       (8,165)       (26,561)      (30,783)
 Interest income                                  -        25,000              -        75,000
 Other                                            -             -            389        31,926
                                       ------------  ------------   ------------  ------------
Total other income (expense)                (23,816)       24,580       (348,407)       91,441
                                       ------------  ------------   ------------  ------------
Loss before income tax                     (271,873)     (336,118)    (1,425,105)   (1,378,691)

Income tax                                        -             -            800           800
                                       ------------  ------------   ------------  ------------
Net loss                               $   (271,873) $   (336,118)  $ (1,425,905) $ (1,379,491)
                                       ------------  ------------   ------------  ------------
Other comprehensive loss:
 Unrealized loss on available for-sale
 securities                                       -       (40,000)             -      (310,000)
                                       ------------  ------------   ------------  ------------
Comprehensive loss                     $   (271,873) $   (376,118)  $ (1,425,905) $ (1,689,491)
                                       ------------  ------------   ------------  ------------
Basic and fully diluted loss per
 common share:                         $      (0.01) $      (0.01)  $      (0.06) $      (0.05)
                                       ------------  ------------   ------------  ------------
Weighted average number of shares
 outstanding - Basic and fully diluted   24,767,249    36,438,210     24,357,874    35,627,395
                                       ============  ============   ============  ============
</TABLE>











          See accompanying notes to consolidated financial statements.

                                       5
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                       Nine Month Period Ended
                                                     September 30, September 30,
                                                          2003         2002
                                                     ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                            $ (1,425,905) $ (1,379,491)
 Adjustments to reconcile net loss to net cash
  Provided by operating activities:
 Depreciation and amortization                            189,891       409,725
 Non cash increase of notes receivable                          -      (137,500)
 Shares issued in lieu of compensation and services       168,200       579,200
 Loss on abandonment of property and equipment                  -        93,651
 Loss on settlement                                       270,613             -
 Write off of due from related party                      560,000             -
 Equity in (income) loss of unconsolidated affiliate       49,573        (7,414)
 Changes in operating assets and liabilities:
   (Increase) Decrease in:
    Accounts receivable                                   204,002       363,937
    Prepaid expenses and other deposits                   100,478       120,031
   Increase (Decrease) in:
    Cash overdraft                                        376,074       389,936
    Accounts payable and accrued expenses                (473,545)     (249,066)
    Deferred revenue                                       66,845      (129,212)
    Other payables and customer deposits                        -        34,055
                                                     ------------  ------------
       Net cash provided by operating activities           86,226        87,852
                                                     ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of property and equipment                       (7,349)       (3,290)
 Purchase of investments                                  (10,835)            -
                                                     ------------  ------------
       Net cash used in investing activities              (18,184)       (3,290)
                                                     ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Payments on capital leases                               (30,434)      (50,856)
 Payments to related parties, net                         (34,930)      (21,097)
                                                     ------------  ------------
       Net cash used in financing activities              (65,364)      (71,953)
                                                     ------------  ------------

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS          2,678       (12,609)

CASH & CASH EQUIVALENTS, BEGINNING OF THE PERIOD            5,533        18,574
                                                     ------------  ------------

CASH & CASH EQUIVALENTS, END OF THE PERIOD           $      8,211  $      5,965
------------------------------------------           ============  ============





          See accompanying notes to consolidated financial statements.

                                       6
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


                                                       Nine Month Period Ended
                                                     September 30, September 30,
                                                         2003           2002
                                                     ------------- -------------


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
-------------------------------------------------
Interest paid                                        $     26,561  $     30,783

Income tax paid                                      $        800  $        800








































          See accompanying notes to consolidated financial statements.

                                       7
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2003


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

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

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

                                       8
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2003

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

         The results of  operations  for the three  months and nine months ended
         September 30, 2003 are not necessarily  indicative of the results to be
         expected  for  the  entire   year.   Certain  2002  amounts  have  been
         reclassified   to  conform  to  current  period   presentation.   These
         reclassifications  have no effect on  previously  reported  net  income
         (loss).

NOTE 3:  Principles of Consolidation
         ---------------------------
         The accompanying consolidated financial statements for the three months
         and nine months ended  September 30, 2003 and 2002 include the accounts
         of Elephant Talk Communications, Inc., its 100% wholly-owned subsidiary
         Elephant  Talk  Limited  and  its  35.42%  equity  investment  in  ETNS
         Singapore Pte., Ltd in 2003 compared to 39% equity  investment in 2002.
         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
         ---------------------
         On April 30, 2003, the FASB issued FASB Statement No. 149 ("SFAS 149"),
         "Amendment  of  Statement  133 on  Derivative  Instruments  and Hedging
         Activities".  FAS 149 amends and clarifies the  accounting  guidance on
         (1) derivative  instruments  (including certain derivative  instruments
         embedded  in other  contracts)  and (2)  hedging  activities  that fall
         within the scope of FASB Statement No. 133 ("SFAS 133"), Accounting for
         Derivative  Instruments  and Hedging  Activities.  SFAS 149 also amends
         certain  other  existing  pronouncements,  which  will  result  in more
         consistent  reporting  of  contracts  that  are  derivatives  in  their
         entirety or that contain  embedded  derivatives  that warrant  separate
         accounting.  SFAS 149 is effective  (1) for  contracts  entered into or
         modified  after June 30,  2003,  with certain  exceptions,  and (2) for
         hedging  relationships  designated after June 30, 2003. The guidance is
         to be applied prospectively. The adoption of SFAS No. 149 does not have
         a material  impact on the  Company's  financial  position or results of
         operations or cash flows.

         On May 15 2003,  the FASB issued FASB  Statement  No. 150 ("SFAS 150"),
         Accounting for Certain Financial  Instruments with  Characteristics  of
         both  Liabilities  and  Equity.  SFAS 150 changes  the  accounting  for

                                       9
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2003

         certain financial  instruments that, under previous guidance,  could be
         classified as equity or  "mezzanine"  equity,  by now  requiring  those
         instruments  to  be  classified  as  liabilities  (or  assets  in  some
         circumstances) in the statement of financial  position.  Further,  SFAS
         150 requires  disclosure  regarding the terms of those  instruments and
         settlement alternatives. SFAS 150 affects an entity's classification of
         the  following  freestanding  instruments:  a)  Mandatorily  redeemable
         instruments  b) Financial  instruments  to  repurchase  an entity's own
         equity instruments c) Financial  instruments embodying obligations that
         the issuer must or could choose to settle by issuing a variable  number
         of its shares or other equity  instruments  based solely on (i) a fixed
         monetary amount known at inception or (ii) something other than changes
         in its own equity  instruments  d) SFAS 150 does not apply to  features
         embedded  in a financial  instrument  that is not a  derivative  in its
         entirety.  The  guidance  in SFAS 150 is  generally  effective  for all
         financial  instruments entered into or modified after May 31, 2003, and
         is otherwise  effective at the  beginning of the first  interim  period
         beginning  after June 15,  2003.  For  private  companies,  mandatorily
         redeemable financial  instruments are subject to the provisions of SFAS
         150 for the fiscal  period  beginning  after  December  15,  2003.  The
         adoption  of SFAS  No.  150  does not  have a  material  impact  on the
         Company's financial position or results of operations or cash flows.

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

         Issuance of common stock:  As of September 30, 2003, the Company issued
         566,251  common shares valued at $55,000 as  compensation  to directors
         for  attending  Board  meetings.  The common  shares were valued at the
         closing  market  price of the  common  shares  on the first day of each
         month starting  January 1, 2003. The Company also issued 347,935 common
         shares valued at $30,000 to certain key employees as performance  bonus
         and  260,000  common  shares  to  consultants  valued  at  $83,200  for
         providing  consulting  services to the Company.  The common shares were
         valued at the market price on the date of issuance.







                                       10
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2003

         As part of the merger  agreement that completed on January 4, 2002, the
         Company issued 31,164,210  common shares to the former  shareholders of
         Elephant   Talk  Limited.   In  addition,   pursuant  to  a  letter  of
         understanding,  on January  2,  2002,  the  Company  sold the  business
         operations of Staruni  Corporation  to Vision  Aerospace,  Inc.,  owned
         principally by a former officer of Staruni for 1,000,000  shares of the
         common stock of Vision Aerospace,  Inc. The Company has chosen to value
         the investment in Vision Aerospace, Inc. at $10,835 being the net value
         of assets and liabilities in exchange for 1,000,000 shares.

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

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

         As of September  30, 2003,  the Company  issued  566,251  common shares
         valued at $55,000 to Directors as compensation  for attending the Board
         meetings.  The Company  also issued  347,935  common  shares  valued at
         $30,000 to certain  key  employees  as  performance  bonus and  260,000
         common shares valued at $83,200 to consultants for providing services.

         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


                                       11
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2003

NOTE 7:  Basic and Diluted Net Loss Per Share

         Basic and  diluted  net loss per share  for the three  months  and nine
         months ended  September  30, 2003 and 2002 were  determined by dividing
         net loss for the periods by the  weighted  average  number of basic and
         diluted shares of common stock outstanding.  Weighted average number of
         shares  used to compute  basic and  diluted  loss per share is the same
         since the effect of dilutive securities is anti-dilutive.

NOTE 8:  Going Concern

         The accompanying  financial statements have been prepared in conformity
         with  generally  accepted  accounting   principle,   which  contemplate
         continuation  of the Company as a going concern.  However,  the Company
         has accumulated deficit of $6,355,804  including net loss of $1,425,905
         for the nine months ended  September  30, 2003.  In view of the matters
         described  below,  recoverability  of a major  portion of the  recorded
         asset amounts shown in the accompanying balance sheet is dependent upon
         continued  operations of the Company,  which in turn is dependent  upon
         the Company's ability to raise additional capital, obtain financing and
         to succeed in its future operations.

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

         Management  has taken the  following  steps to revise its operating and
         financial requirements, which it believes are sufficient to provide the
         Company  with the ability to continue  as a going  concern.  Management
         devoted  considerable effort during the period ended September 30, 2003
         towards (i) obtaining  additional  equity financing (ii) controlling of
         salaries and general and  administrative  expenses and (iii) management
         of accounts payable.


















                                       12
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES

                MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
                               SEPTEMBER 30, 2003
PART 1

ITEM 2   Management Discussion and Analysis or Plan of Operation

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

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

         Background of Elephant Talk Limited:

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

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





                                       13
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES

                MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
                               SEPTEMBER 30, 2003

         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 Corporation,
         Global Crossing, Frontier Telecom Ltd. 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
         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  and  declined  ever since then.  In keeping with the
         extremely    difficult    economic    and   market    conditions    for
         telecommunications   industry  in  Hong  Kong,  the  Company   reported
         disappointing  third  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 and nine months ended
         September 30, 2003 consisted of primarily the operations of ETCI,  100%
         owned subsidiary Elephant Talk Limited,  and a 35.42% equity investment
         in ETNS  Singapore  Pte, Ltd. The results of  operations  for the three
         months and nine  months  ended  September  30,  2002  consisted  of the
         operations of ETCI, 100% owned subsidiary Elephant Talk Limited,  and a
         39% equity investment in ETNS Singapore Pte, Ltd.

         Revenues  and  Cost of  revenues:  The  Company  reported  revenues  of
         $168,747 and $693,207  during the three and nine months ended September
         30, 2003  compared to $933,240 and  $5,141,793  for the same periods in
         2002. Revenues consisted of  telecommunications  services such as voice
         and data  transmission  like IDD,  pre-paid  calling  cards,  eTalk and
         facsimile  services  provided  to a wide range of  customers  including
         major  telecommunication  companies  to  retail  customers  in the  US,
         Europe,  China,  Indonesia,  New Zealand and Hong Kong.  The most major
         component  of  the  decline  in  the  current  year  comes  from  price
         compression  for long distance  business voice services and a loss of a
         number  of key  customers.  Our  international  business  continues  to
         experience  significant  price  pressure  on its  products.  The  sales
         decline was also a result of SARS in Hong Kong in the early part of the
         year when new customers acquisition campaigns need to be postponed. The
         wholesale market continued to be extremely price competitive, and this,
         in addition to bankruptcies in some customers and industry  players,  a
         reduction in circuits  connected to customers related to their internal
         network   consolidation,   contributed   to  the   quarter-over-quarter
         decrease.   Wholesale  revenues  during  2003  were  also  impacted  by
         continuous  proactive revenue  initiatives,  which were made to improve
         the quality of the wholesale  revenue stream as we shift our focus from
         revenue  growth  to cash  generation.  Alternative  channels  and small
         business  includes sales agents and affiliates,  wholesale  alternative
         channels, small business, prepaid calling card.

                                       14
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES

                MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
                               SEPTEMBER 30, 2003

         Finally,  part of our revenue  reduction in 2003 is  attributable  to a
         strategic  decision on our part to de-emphasize  certain  services with
         longer settlement terms (such as certain  wholesale  customers and most
         retail   post-paid   customers).   Partially   offsetting   the   items
         contributing  to the decrease in total revenue was the  introduction of
         eTalk - a PC to phone service  offered in China  through  pre-paid call
         arrangements since the third quarter of 2002, which saw revenue ramping
         up to 36% of total  revenue in the  quarter  and is expected to be more
         significant  in future  quarters  from the  introduction  of  chat-line
         services.

         Cost of revenue was $160,718 and $623,205 for the three and nine months
         ended  September 30, 2003 compared to $932,991 and  $5,026,806  for the
         same periods in 2002. 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 and discounts offered
         on eTalk cards sold.  Gross margins for the three and nine months ended
         September  30, 2003  increased to 4.8% and 10.1%  compared to 0.03% and
         2.2% for the same  periods  in 2002.  It was due to the  change  in the
         revenue mix for the services  provided to the  customers as well as the
         direct result of the pricing  pressure in the telecom  markets  without
         adequate  volume offsets.  The unexpired  fixed facility  contracts has
         adversely impacted our cost since we need to account for facility lines
         not used  through  our  re-focus,  the impact  would be on a short term
         basis as most of such contracts  will be expired in 2003.  Although our
         mix  improved  towards  a  preferred  blend  of  pre-paid  mode  versus
         post-paid  mode,  our  international  business  continues to experience
         significant  price  pressure  on its  products.  Both the  local  voice
         revenue and long-distance revenue decreases were significantly impacted
         by continued  weakness in the  telecommunications  industry and ongoing
         economic  and  competitive  pressures  from  other   telecommunications
         services providers in our Hong Kong and the world.

         Selling,  general and administrative  expenses (S,G&A):  S,G&A expenses
         were  $192,737  and  $956,809  for the  three  and  nine  months  ended
         September  30, 2003  compared to $240,465 and  $1,175,394  for the same
         periods in 2002.  S,G&A expenses as a percentage of revenues  increased
         during the three and nine months ended  September  30, 2003 compared to
         the same periods in 2002,  primarily due to the Company's  revenue base
         reduction  by 82%. The Company  reduced its payroll and other  expenses
         through  right-sizing  of the  organization.  Depreciation  expense was
         $63,349 and $189,891 in the three and nine months ended  September  30,
         2003 compared to $120,482 and $409,725 for the same periods in 2002.

         Other Income and Expenses:  Interest  income was zero for the three and
         nine months ended  September  30, 2003  compared to $25,000 and $75,000
         for the same periods in 2002.  Interest  income in 2002 was earned on a
         promissory note to a shareholder.  Owing to completion of spin-off with
         the said  shareholder  on January 4, 2003,  the  Company  returned  the
         promissory  note to the  shareholder and recorded a loss of $270,613 as

                                       15
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES

                MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
                               SEPTEMBER 30, 2003

         part of the final settlement upon separation from the shareholder.  The
         Company  also  recorded a loss of $18,623 and $51,622 for the three and
         nine  months  September  30,  2003  on its  equity  investment  in ETNS
         Singapore,  Pte.,  Ltd.  compared to earnings of $7,745 and $15,298 for
         the same periods in 2002.

         Comprehensive  loss: In 2002,  the Company's  investments  comprised of
         marketable  securities,  all  classified  as  available-for-sale,  were
         carried at their fair value based upon the quoted  market prices of the
         stock.  Accordingly,  unrealized  gains  and  losses  are  included  in
         stockholders' equity as other comprehensive income or (loss). There are
         no  marketable  securities  as of  September  30,  2003  since  all the
         securities  have been returned to the  shareholder  on January 4, 2003,
         while in the first  quarter of 2002,  they were recorded as part of the
         current assets.  The company recorded an unrealized loss of zero during
         the three and nine months ended  September 30, 2003 compared to $40,000
         and $310,000 for the same periods in 2002.

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

         Operating activities:  Net cash provided by operating activities during
         the nine month period amounted to $86,226 primarily due to the decrease
         in prepaid  expenses  and  carrier  deposits of  $100,478,  decrease in
         accounts receivable of $204,002, increase in cash overdraft of $376,074
         offsett by  decrease  in  accounts  payable  and  accrued  expenses  of
         $372,785. Additionally, ElephantTalk's current liabilities exceeded its
         current  assets by $3,246,703 at September 30, 2003.  These factors and
         ElephantTalk's  inability  to meet its debt  obligations  from  current
         operations,  and the need to raise  additional  funds to accomplish its
         objectives,  create a substantial doubt about ElephantTalk's ability to
         continue as a going concern.

         Investing activities.  Net cash used in investing activities during the
         nine months ended  September 30, 2003 was $18,184  compared to zero for
         the same period in 2002 due to purchase of property and  equipment  and
         investments.

         Financing activities.  Net cash used in financing activities during the
         nine months ended  September  30, 2003 and 2002 was $65,364 and $71,953
         respectively. Net cash was used in payment of capital leases and to the
         related parties.

         As a result of the above  activities,  the  Company  experienced  a net
         increase  in cash of $2,678 for the nine  months  ended  September  30,
         2003.  The ability of  ElephantTalk  to continue as a going  concern is
         still dependent on its success in obtaining  additional  financing from
         the  institutional  investors  or by  selling  its  common  shares  and
         fulfilling its plan of restructuring as outlined above.

                                       16
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES

                          OTHER INFORMATION (UNAUDITED)
                               SEPTEMBER 30, 2003

PART II

ITEM 1   Legal Proceedings

     None

ITEM 2   Changes in Securities

         On September 1, 2003, the Company issued 47,571 common shares valued at
         $15,000 to Directors as compensation  for attending the Board meetings.
         In addition,  the Company  issued 15,857 common shares valued at $5,000
         to an Officer as  compensation  for services  rendered during the three
         months ended September 30, 2003.

ITEM 3   Defaults Upon Senior Securities

                  Not applicable

ITEM 4   Submission of Matters to Vote of Securities Holders

                  None

ITEM 5   Other Information

                  None

ITEM 6   Exhibits and Reports on Form 8-K

         a) Exhibits
                  None

         b) Reports on Form 8-K
                  None



















                                       17
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES

                          OTHER INFORMATION (UNAUDITED)
                               SEPTEMBER 30, 2003


                                   SIGNATURES

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



                                      Elephant Talk Communications, Inc.

Date:  November 12, 2003              By: /s/ Russelle Choi
                                      --------------------------------
                                      Russelle Choi
                                      President & Chief Executive Officer





































                                       18
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES

                                 CERTIFICATIONS
                               SEPTEMBER 30, 2003

CERTIFICATION

I, Russelle Choi, certify that:

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

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

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

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

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

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

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

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

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








                                       19
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES

                                 CERTIFICATIONS
                               SEPTEMBER 30, 2003

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

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


Date:  November 12, 2003

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




































                                       20
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES

                                 CERTIFICATIONS
                               SEPTEMBER 30, 2003

CERTIFICATION

I, Manu Ohri, certify that:

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

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

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

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

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

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

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

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

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








                                       21
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES

                                 CERTIFICATIONS
                               SEPTEMBER 30, 2003

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

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


Date:  November 12, 2003

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




































                                       22