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: June 30, 2005

           [ ] 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 August 19, 2005, Elephant Talk Communications, Inc. had 203,107,170 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
                                  June 30, 2005
                                                                          Page
PART 1  FINANCIAL INFORMATION                                             ----

Item 1. Financial Statements

        Consolidated Balance Sheet at June 30, 2005 (Unaudited)              3

        Consolidated Statements of Operations for the Three Months
        and Six Months ended June 30, 2005 and 2004 (Unaudited)              5

        Consolidated Statements of Cash Flows for the Six Months
        ended June 30, 2005 and 2004 (Unaudited)                             7

        Notes to the Consolidated Financial Statements (Unaudited)           9

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                                 16

Item 3. Controls and Procedures                                             21


PART II OTHER INFORMATION

Item 1. Legal Proceedings                                                   23

Item 2. Changes in Securities                                               23

Item 3. Defaults upon Senior Securities                                     23

Item 4. Submission of Matters to Vote of Security Holders                   23

Item 5. Other Information                                                   23

Item 6. Exhibits and Reports on Form 8-K                                    23

Signatures and Certifications                                               24














                                       2
<PAGE>
Part 1 FINANCIAL INFORMATION
Item 1. Financial Statements

               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2005
                                   (UNAUDITED)

                                     ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                      $      176,410
  Accounts receivable, net                                               15,346
  Advances to third parties                                             689,231
  Due from related parties                                               36,371
  Prepaid expenses and other current assets                              49,273
                                                                 --------------
         Total Current Assets                                           966,631
                                                                 --------------
PROPERTY AND EQUIPMENT - NET                                             76,513

OTHER ASSETS
  Earnest deposit for acquisitions                                    7,106,526
                                                                 --------------
         Total Other Assets                                           7,106,526
                                                                 --------------
TOTAL ASSETS                                                     $    8,149,670
                                                                 ==============
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Overdraft                                                      $      139,821
  Accounts payable and customer deposits                                103,047
  Advances from third party                                             113,759
  Deferred revenue                                                      110,194
  Accrued expenses and other payable                                     47,772
  Current portion of note payable                                       659,371
  Due to related parties                                                161,606
                                                                 --------------
        Total Current Liabilities                                     1,335,570
                                                                 --------------
LONG-TERM LIABILITIES
  Note payable                                                          277,495
                                                                 --------------
TOTAL LIABILITIES                                                     1,613,065
                                                                 --------------












                                       3
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2005
                                   (UNAUDITED)
                                   (continued)

COMMITMENT AND CONTINGENCIES                                                  -

STOCKHOLDERS' EQUITY
Preferred stock Class B, no par value, 5,000,000 shares
authorized.  none issued and outstanding                                      -
Common stock, no par value, 250,000,000 shares authorized,
  203,107,170 issued and outstanding                                 14,117,336
Common stock, no par value, 95,947,395 shares to be issued
  for acquisition                                                     4,137,896
Accumulated comprehensive loss                                          (10,958)
Accumulated deficit                                                 (11,707,669)
                                                                 --------------
        Total Stockholders' Equity                                    6,536,605
                                                                 --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $    8,149,670
                                                                 ==============



































                                       4
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                   (UNAUDITED)
<TABLE>
<S>                                 <C>          <C>          <C>          <C>
                                     For three months ended     For six months ended
                                            June 30,                   June 30,
                                        2005         2004         2005         2004
                                    ------------ ------------ ------------ ------------
REVENUES                            $    79,800  $   172,113  $   203,633  $   351,980

COST OF REVENUE                          73,463      159,167      166,074      274,986
                                    -----------  -----------  -----------  -----------
GROSS PROFIT                              6,337       12,946       37,559       76,994

OPERATING EXPENSES

 Selling, general and administrative    521,247      747,618      729,988    1,404,930
 Depreciation and amortization           19,612      (23,305)      38,056       43,244
                                    -----------  -----------  -----------  -----------
         Total Operating Expenses       540,859      724,313      768,044    1,448,174
                                    -----------  -----------  -----------  -----------
LOSS FROM OPERATIONS                   (534,522)    (711,367)    (730,485)  (1,371,180)

OTHER INCOME (EXPENSE)
 Interest income                            170            -          657            -

 Interest expense                       (51,121)           -      (59,460)     (10,538)

 Loss on disposal of fixed assets       (48,370)           -      (48,370)           -

 Equity in loss of unconsolidated
      affiliate                               -       (9,500)           -       (9,500)

 Loss on settlement                           -      (11,736)           -      (11,736)

 Gain on settlement of vendor payables   49,031            -       49,031      227,655
                                    -----------  -----------  -----------  -----------
        Total Other Income (Expense)    (50,290)     (21,236)     (58,142)     195,881
                                    -----------  -----------  -----------  -----------
LOSS BEFORE INCOME TAXES               (584,812)    (732,603)    (788,627)  (1,175,299)
  Income taxes                                -            -          800          800
                                    -----------  -----------  -----------  -----------
LOSS BEFORE DISCONTINUED OPERATIONS:   (584,812)    (732,603)    (789,427)  (1,176,099)
</TABLE>












                                       5
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                   (UNAUDITED)
                                   (continued)
<TABLE>
<S>                                 <C>          <C>          <C>          <C>
                                     For three months ended     For six months ended
                                            June 30,                   June 30,
                                        2005         2004         2005         2004
                                    ------------ ------------ ------------ ------------

DISCONTINUED OPERATIONS:
 Loss from discontinued operations       (7,229)           -       (7,229)           -
 Gain from disposal of discontinued
      operations                          7,229            -        7,229            -
                                    -----------  -----------  -----------  -----------
                                              -            -            -            -
                                    -----------  -----------  -----------  -----------
NET LOSS                            $  (584,812) $  (732,603) $  (789,427) $(1,176,099)

OTHER COMPREHENSIVE INCOME (LOSS)

 Foreign currency translation
      gain (loss)                             -       (3,681)         644       (4,492)
                                    -----------  -----------  -----------  -----------
                                              -       (3,681)         644       (4,492)
                                    -----------  -----------  -----------  -----------
COMPREHENSIVE LOSS                  $  (584,812) $  (736,284) $  (788,783) $(1,180,591)
                                    ===========  ===========  ===========  ===========
Net loss per common share
      and equivalents -
 basic and diluted
 Loss from continuing operations    $     (0.01) $     (0.02) $     (0.01) $     (0.02)
 Loss from discontinued operations  $         -  $         -  $         -  $         -
                                    -----------  -----------  -----------  -----------
                                    $     (0.01) $     (0.02) $     (0.01) $     (0.02)
                                    ===========  ===========  ===========  ===========
Weighted average shares outstanding
 during the period -
      basic and diluted              77,829,747   46,306,888   72,459,626   49,365,398
                                    ===========  ===========  ===========  ===========
</TABLE>















                                       6
<PAGE>
                ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<S>                                                      <C>            <C>
                                                         For six months ended June 30,
                                                              2005          2004
                                                         -------------  -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                $   (789,427)  $ (1,176,099)
 Adjustments to reconcile net loss to net
 cash used in operating activities:
 Depreciation and amortization                                 38,056         43,244
 Issuance of stock for compensation and services              373,000        875,356
 Issuance of stock for consulting services                     20,000              -
 Provision for uncollectible amounts                          182,007              -
 Loss on disposal of fixed assets                              48,370              -
 Gain on disposal of subsidiary                                (7,229)             -
 Minority interest in subsidiary                                7,229              -
 Gain on settlement of payables                               (49,031)
 Equity in loss of unconsolidated affiliate                         -          9,500
 Changes in operating assets and liabilities:
  (Increase) Decrease in accounts receivable                 (171,247)        15,883
  Decrease in prepaid expenses, deposits and other assets      28,247         13,004
  Decrease in accounts payable and customer deposits          (48,595)      (125,581)
  Decrease in deferred revenue                                 (4,739)       (27,763)
  Decrease in accrued expenses and other payable              (29,628)      (224,522)
  Increase (Decrease) in cash overdraft                         7,010         79,960
                                                         ------------    -----------
     Net cash used in operating activities                   (395,977)      (517,018)
                                                         ------------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment                           (34,882)        (5,203)
 Cash lost in disposition of subsidiary                      (127,711)             -
 Earnest deposit on acquisitions, net                      (7,099,516)             -
 Proceeds from acquisition of subsidiary                      127,711              -
 Proceeds from sale of investment                                   -        100,953
                                                         ------------    -----------
     Net cash provided by (used in) investing activities   (7,134,398)        95,750
                                                         ------------    -----------
</TABLE>
















                                       7
<PAGE>
                ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                   (continued)
<TABLE>
<S>                                                      <C>            <C>
                                                         For six months ended June 30,
                                                              2005          2004
                                                         -------------  -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Payment of capital leases                                          -        (14,018)
 Payment on notes payable                                    (223,751)       (30,333)
 Proceeds from third party                                    113,759              -
 Proceeds from sale of shares                               7,761,655        300,000
 Proceeds from (Payments to) related parties, net             (13,153)       186,617
                                                         ------------    -----------
     Net cash provided by financing activities              7,638,510        442,266
                                                         ------------    -----------
EFFECT OF EXCHANGE RATES ON CASH                                  644         (4,492)

NET INCREASE IN CASH                                          108,779         16,506
CASH, BEGINNING OF THE YEAR                                    67,631          8,282
                                                         ------------    -----------
CASH, END OF THE YEAR                                    $    176,410    $    24,788
                                                         ============    ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
--------------------------------------------------
 Cash paid during the period for interest                $     38,804    $    22,274

 Cash paid during the period for income taxes            $        800    $       800

</TABLE>


























                                       8
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

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 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 2004 Form 10-KSB.

                                       9
<PAGE>
         The audited  consolidated  financial  statements of the Company for the
         year  ended  December  31,  2004  were  filed on April 1, 2005 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 six months  ended
         June 30,  2005,  are not  necessarily  indicative  of the results to be
         expected  for  the  entire   year.   Certain  2004  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 six months  ended June 30, 2005  included  the accounts of Elephant
         Talk  Communications,  Inc.,  and  its  100%  wholly  owned  subsidiary
         Elephant Talk Limited.  The consolidated  financial  statements for the
         same  period  in  2004   included   the   accounts  of  Elephant   Talk
         Communications,  Inc., its 100% wholly owned  subsidiary  Elephant Talk
         Limited  and  its  30%  equity  investment  in  New  Times  Navigations
         Limited. All significant  inter-company  accounts and transactions have
         been eliminated in consolidation.


NOTE 4:  Use of Estimates
         ----------------
         In preparing financial statements in conformity with generally accepted
         accounting  principles,  management  is required to make  estimates and
         assumptions  that affect the reported amounts of assets and liabilities
         and the disclosure of contingent  assets and liabilities at the date of
         the financial  statements and revenues and expenses during the reported
         period. Actual results could differ from those estimates.


NOTE 5:  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:

         During  the six months  ended  June 30,  2005,  the  Company  issued a)
         7,764,323 common shares valued at $373,000 as compensation to directors
         for salaries and fees for attending Board  meetings;  b) 400,000 common
         shares valued at $20,000 to a consultant  for providing  consulting and
         management  advisory  services;  c)  989,166  common  shares  valued at
         $37,588 to a director in  settlement  of payables;  and d)  100,000,000
         common shares sold to an accredited investor valued at $3,600,000;  and
         e) 20,000,000  common shares as earnest  deposit for  acquisition  of a
         European telecom operator.



                                       10
<PAGE>
NOTE 6:  Recent Pronouncements
         ---------------------
         In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based
         Payment,  an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS
         No. 123R requires companies to recognize in the statement of operations
         the  grant  date fair  value of stock  options  and other  equity-based
         compensation  issued to employees.  FAS No. 123R is effective beginning
         in the  Company's  second  quarter of fiscal  2006.  The  Company is in
         process of evaluating the impact of this pronouncement on its financial
         position.

         In December 2004, the FASB issued SFAS Statement No. 153, "Exchanges of
         Non-monetary  Assets." The Statement is an amendment of APB Opinion No.
         29 to eliminate  the exception  for  non-monetary  exchanges of similar
         productive  assets  and  replaces  it  with  a  general  exception  for
         exchanges of non-monetary assets that do not have commercial substance.
         The Company  believes  that the adoption of this  standard will have no
         material impact on its financial statements.

         In March  2004,  the  Emerging  Issues  Task Force  ("EITF")  reached a
         consensus  on Issue No.  03-1,  "The  Meaning  of  Other-Than-Temporary
         Impairment  and its  Application  to  Certain  Investments."  The  EITF
         reached a consensus about the criteria that should be used to determine
         when an investment is considered  impaired,  whether that impairment is
         other-than-temporary, and the measurement of an impairment loss and how
         that criteria should be applied to investments accounted for under SFAS
         No.  115  "Accounting  in  certain   investments  in  debt  and  equity
         securities".   EITF  03-01  also  included  accounting   considerations
         subsequent to the  recognition of  other-than-temporary  impairment and
         requires certain disclosures about unrealized losses that have not been
         recognized  as  other-than-temporary  impairments.  Additionally,  EITF
         03-01 includes new disclosure  requirements  for  investments  that are
         deemed to be  temporarily  impaired.  In September  2004, the Financial
         Accounting Standards Board (FASB) delayed the accounting  provisions of
         EITF 03-01;  however the disclosure  requirements  remain effective for
         annual  reports  ending after June 15, 2004.  The Company will evaluate
         the impact of EITF 03-01 once final guidance is issued.

NOTE 7:  Segment Information
         -------------------
         The Company complies with SFAS No. 131,  "Disclosures about Segments of
         an  Enterprise  and Related  Information."  Based upon the  definitions
         contained  within SFAS No. 131, the Company has determined  that it now
         operates  in  only  in  one  segment  consisting  of  Telecommunication
         Products  business.  The  Technical  Consulting  Services  business was
         discontinued  as  of  June  30,  2005  in  the  accompanied   financial
         statements as of June 30, 2005.  All  inter-segment  transactions  have
         been eliminated in the consolidated financial statements.

NOTE 8:  Advances to Third Parties
         -------------------------
         The Company has advanced a) $528,675 to the European  telecom for their
         working  capital  requirements  while the Company is completing its due
         diligence  of its  proposed  acquisition  (Note 9); and b)  $160,556 to



                                       11
<PAGE>
         third parties for  development  of products in which the Company has an
         interest.  All the advances  made by the Company  during the six months
         period ended June 30, 2005,  are deemed fully  recoverable  at June 30,
         2005.

NOTE 9:  Earnest Deposits for Acquisitions
         ---------------------------------
         On  January  17,  2005,  the  Company  entered  into  a  Memorandum  of
         Understanding  ("MOU") with an investor  based in Europe  whereby,  the
         Company agreed to acquire all of the issued and outstanding shares of a
         European telecom from a European holding company.  As of June 30, 2005,
         the Company has made earnest deposits  of  $6,151,250  to the  European
         holding company for its proposed  acquisition  of the European telecom.
         The Company is conducting its due diligence of its proposed acquisition
         of the European  telecom  and  fully  expects  to execute a  definitive
         agreement upon completion of its due diligence.

         The Company  made earnest  deposits of $235,276  and issued  20,000,000
         common  shares  valued  at  $720,000  for a telecommunications  service
         provider,  a company  registered  in British  Virgin  Islands,  for its
         proposed  acquisition of 100% of equity ownership of its business.  The
         Company is conducting its due diligence of the telecom service provider
         and expects to execute a definitive  agreement  upon  completion of its
         due diligence.

         The  Company  has   recorded   $7,106,526   as  earnest   deposits  for
         acquisitions in the  accompanying  financial  statements as of June 30,
         2005.

NOTE 10: Related Party Transactions
         --------------------------
         The Company has advanced  funds  amounting to $379,247 to entities that
         the Company's  officers and/or  shareholders have an ownership interest
         in prior to 2002. The Company has provided a reserve for  uncollectible
         funds  amounting  to  $364,745  for such funds  advanced as of June 30,
         2005.

         The Company issued 989,166  restricted  common shares valued at $37,588
         to a director in  settlement  of  payables  amounting  to $69,619.  The
         Company  recorded  a gain of  $49,031  as a  result  of  settlement  of
         payables in the accompanying financial statements as of June 30, 2005.

         The Company's  affiliate had signed a promissory note of $408,975 which
         was  fully  guaranteed  by the  Company.  The note  requires  a monthly
         installment  of $12,535 with the remaining  balance due on December 24,
         2006.  The affiliate is in arrears in making monthly  payments,  and in
         case of default of payments on the promissory note, the Company will be
         obligated  to pay the unpaid  balance of the note in full.  The Company
         has provided a full allowance for the unpaid balance of $326,036 on the
         promissory note in the  accompanying  financial  statements at June 30,
         2005.






                                       12
<PAGE>
NOTE 11: Stockholders' Equity
         --------------------
         Issuance of common  stock:  During the six months  ended June 30, 2005,
         the Company  sold to Rising  Water  Capital AG ("RWC"),  an  accredited
         investor  from  Europe,  195,947,395  restricted  common  shares of the
         Company and received a cash  consideration  of $7,761,655.  On June 27,
         2005,  the Company issued to RWC  100,000,000 of its restricted  common
         shares valued $3,600,000.  The common shares were valued at the ten day
         average market closing price on the date of issuance.  Upon issuance of
         the remaining 95,947,395 common shares to RWC, RWC will  own  a minimum
         of 58% of the outstanding common shares of the Company.

         On January 5, 2005,  the Company  completed  its purchase of 60% equity
         ownership  interest  in  True  Precise  Technology  Limited  from  Keen
         Solution  Group  Limited in a Stock  Exchange  Agreement  ("Agreement")
         whereby, the Company issued 23,137,500  restricted common shares valued
         at $1,436,875.  On August 8, 2005,  Keen  Solutions  sent  notification
         informing the Company that it has unilaterally decided to terminate the
         Agreement.  The  Company has taken  protective  measures to ensure that
         23,137,500 common shares are restricted and non tradable.

         The Company  issued  20,000,000  common shares valued at $720,000 as an
         earnest deposit for a telecommunications  service  provider,  a company
         registered in British Virgin Islands,  for its proposed  acquisition of
         100% of equity ownership of its business. The common shares were valued
         at the ten day average market closing price on the date of issuance.

         The  Company  issued  7,764,323  restricted  common  shares  valued  at
         $373,000  as  compensation  to  directors  for  salaries  and  fees 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, 2005.

         The  Company  issued  400,000  common  shares  valued at  $20,000  to a
         consultant for providing  consulting and advisory services.  The common
         shares were valued at the ten day average market closing price from the
         date of issuance.

         The Company issued 989,166  restricted  common shares valued at $37,588
         to a director in settlement of payables.  The common shares were valued
         at the ten day average market closing price when the debt was incurred.

         Pursuant  to  cancellation  of  Company's  investment  in New  Times in
         December 2004, the shareholders of New Times were required to return to
         the Company 5,100,000 common shares as part of Company's  consideration
         towards its 30% investment interest in New Times. On February 22, 2005,
         the Company  cancelled  2,252,500 common shares received from New Times
         shareholders.  The Company  expects to receive and cancel the remaining
         2,847,500  common shares held by New Times  shareholders  by August 30,
         2005.  The  Company  has taken  protective  measures to ensure that the
         remaining 2,847,500 common shares are restricted and non tradable.






                                       13
<PAGE>
NOTE 12: Discontinued Operations
         -----------------------
         On January 5, 2005,  the Company  completed  its purchase of 60% equity
         ownership  interest  in True  Precise  from  Keen  Solution  in a Share
         Exchange  Agreement.  The Company issued  23,137,500  restricted common
         shares  valued at  $1,436,875  for its  purchase  consideration  of 60%
         equity  interest.  On August 8, 2005, Keen Solutions sent  notification
         informing the Company that it has unilaterally decided to terminate the
         Agreement.  The  Company  has  placed a stop  transfer  restriction  on
         23,137,500  common  shares  it  issued to Keen  Solution.  The  Company
         treated True Precise's  transaction as  discontinued  operation and has
         recorded   23,137,500   common  shares  as  cancelled   shares  in  the
         accompanying  financial  statements at June 30, 2005. This cancellation
         of shares resulted in a gain of $7,229 due to disposal of discontinuing
         operations  in the  accompanying  financial  statements  as of June 30,
         2005.

         Discontinued  operations  for the six months ended June 30, 2005 are as
         follows:

                                                           Six months ended
                                                             June 30, 2005
                                                         ---------------------
                Consulting service income
                                                         $             176,325

                Operating expenses                                     183,554
                                                         ---------------------
                Loss from discontinued operations        $              (7,229)
                                                         =====================

NOTE 13: Basic and Diluted Net Loss Per Share
         ------------------------------------
         Basic and  diluted  net loss per share  for the  three  months  and six
         months ended June 30, 2005 and 2004 was 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 14: Employee Benefit Plan
         ---------------------
         The Company adopted an employee benefit plan "The 2000 Employee Benefit
         Plan" (the  "Plan") on May 30,  2000.  Under the Plan,  the Company may
         issue shares or grant options to acquire the Company's common stock, no
         par  value,  from  time to  time to  employees  of the  Company  or its
         subsidiaries. In addition, at the discretion of the Board of Directors,
         shares may be granted under this Plan to other  individuals,  including
         consultants  or advisors,  who contribute to the success of the Company
         or its subsidiaries, provided that bona fide services shall be rendered
         by  consultants   and  advisors  and  such  services  must  not  be  in
         conjunction  with the offer or sale of securities in a capital  raising
         transaction.  No stock may be issued or options  granted under the Plan
         to  consultants,  advisors or other  persons who directly or indirectly
         promote or maintain a market for the Company's securities.  The Plan is


                                       14
<PAGE>
         intended to aid the Company in maintaining  and developing a management
         team,  attracting  qualified officers and employees capable of assuring
         the future success of the Company,  and rewarding those individuals who
         have   contributed  to  the  success  of  the  Company.   The  Plan  is
         administrated under the direction of the Board of Directors. A total of
         4,000,000  (four  million)  common shares and 4,000,000  (four million)
         stock  options to acquire  common  shares may be subject  to, or issued
         pursuant to,  benefits  granted  under the Plan.  At any time any stock
         option is  granted  under  the terms of this  Plan,  the  Company  will
         reserve  for  issuance  the  number of shares of Stock  subject to such
         option until it is exercised or expired.  The Plan Administrator  shall
         determine  from  time to time the  terms,  conditions  and price of the
         options granted.  Options shall not be construed to be stock and cannot
         be exercised after the expiration of its term. Under the Plan,  300,000
         shares of common stock and 4,000,000 stock options remain available for
         grant at June 30, 2005.

NOTE 15: 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.  The  Company has an
         accumulated deficit of $11,707,699 including a net loss of $789,427 for
         the six months ended June 30,  2005.  This raises a  substantial  doubt
         about the Company's ability to continue as a going concern.  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 has
         devoted  considerable  efforts  during the period  ended June 30,  2005
         towards (i) obtaining  additional  equity financing (ii) controlling of
         salaries and general and  administrative  expenses (iii)  management of
         accounts  payable (iv) settlement of vendors debt by issuance of common
         shares and (v) acquire profitable companies that bring synergies to the
         Companies products and services.

NOTE 16: Subsequent Events
         -----------------
         On August 8,  2005,  the  Company  received  a  notification  from Keen
         Solution  informing  the Company  that it has  unilaterally  decided to
         terminate the Stock Exchange Agreement  resulting in discontinuation of
         True Precise's  business.  The Company has taken protective measures to
         ensure  that  23,137,500  common  shares  issued to Keen  Solution  are
         restricted and non tradable.



                                       15
<PAGE>
PART 1

ITEM 2   Management Discussions and Analysis or Plan of Operation

         Elephant  Talk   Communications,   Inc.  (ETCI)  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,  voice over Internet  protocol
         (VoIP),  Broadband  Internet and Short  messaging  service  (SMS).  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.

         On  January  5,  2005,   pursuant   to  a  Share   Exchange   Agreement
         ("Agreement"),  the  Company  completed  its  purchase  of  60%  equity
         ownership interest in True Precise Technology Limited ("True Precise"),
         a limited liability company,  registered in British Virgin Island, from
         Keen Solution Group Limited ("Keen Solution"),  a company registered in
         British  Virgin  Island.  As  consideration  for the  acquisition,  the
         Company  issued  23,137,500  restricted  common shares to Keen Solution
         valued at $1,436,875.  Upon completion of the acquisition on January 5,
         2005,  True Precise became a majority owned  subsidiary of the Company.
         On August 8, 2005,  Keen  Solutions  sent  notification  informing  the
         Company that it has  unilaterally  decided to terminate the  Agreement.
         The  Company   treated  True  Precise's   transaction  as  discontinued
         operation and recorded  23,137,500 common shares as cancelled shares in
         the accompanying financial statements at June 30, 2005. The Company has
         taken protective  measures to ensure that 23,137,500  common shares are
         restricted and non tradable.  The Company  recorded a gain of $7,229 on
         disposition  of  its   discontinued   operations  in  the  accompanying
         financial statements as of June 30, 2005.

         On  January  17,  2005,  the  Company  entered  into  a  Memorandum  of
         Understanding  ("MOU") with an investor in Europe whereby,  the Company


                                       16
<PAGE>
         agreed  to  acquire  all of the  issued  and  outstanding  shares  of a
         European telecom from the European holding company. The Company made an
         earnest deposit of  $6,151,250 to the  European holding company for its
         proposed investment in the European telecom.  Furthermore,  the Company
         has  advanced  an  additional  $113,050 to the European telecom for its
         working  capital  requirements.  The  Company  is  conducting  its  due
         diligence  of  its proposed acquisition of  the  European  telecom  and
         expects to execute a definitive  agreement  upon  completion of its due
         diligence.  The transaction is expected to close  by September 15,2005.
         The   European   telecom is a telecommunications  service provider that
         provides various premium rate services  such  as  0900 service and VoIP
         services to  corporations  and  content  providers  within the European
         Union.  The Company believes that it can extract considerable synergies
         with  this acquisition by integrating  its VoIP  platforms  and  extend
         its reach from China to Europe and vice-versa.

         The  Company  signed a Letter  of  Intent  to  acquire  100% of  equity
         interest in a telecom service provider, a company registered in British
         Virgin  Islands  with  administrative  offices  in  Vaduz,  Furstentum,
         Liechtenstein.  The telecom service provider is a marketing vehicle for
         a  unique  low  rate  international  telephone  service  based  on  the
         Company's technical platform.  The Company is currently  performing its
         due  diligence  of the  telecom  service  provider  and plans to sign a
         definitive agreement upon completion of its due diligence.  The Company
         has  advanced  to the telecom  service  provider  cash of $235,276  and
         20,000,000 restricted common shares for a total consideration valued at
         $955,276 as earnest deposit towards its acquisition. The transaction is
         expected to close by September 15, 2005.

         Results of Operations: The results of operations of the Company for the
         three  months  and six  months  ended June 30,  2005  consisted  of the
         operations  of ETCI  and its  wholly  owned  subsidiary  Elephant  Talk
         Limited.  The results of operations for the three months and six months
         ended June 30, 2004  consisted of the  operations  of ETCI,  its wholly
         owned subsidiary Elephant Talk Limited and its 30% equity investment in
         New Times  Navigation  Limited.  The  Company  reported  net  losses of
         $272,253  and  $789,427  for the three months and six months ended June
         30, 2005 compared to net losses of $443,496 and $1,176,099 for the same
         periods in 2004.

         Revenues and Cost of revenues: The Company reported revenues of $79,800
         and $203,633 during the three months and six months ended June 30, 2005
         compared to $172,113 and $351,980,  respectively,  for the same periods
         in 2004. Revenues consisted of sale of telecommunications products 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. Revenues decreased
         due to intense competition and consistent decline in telecommunications
         products market in Hong Kong. Furthermore, the Company discontinued its
         technical  consulting and business  advisory  services  business in the
         current quarter whereas, such business contributed $176,325 in revenues
         during  the  three  months  ended  March 31,  2005.  No  revenues  were
         contributed  from such  business  during the three and six months ended
         June 30, 2005.


                                       17
<PAGE>
         Cost of revenues  was $73,463 and $166,074 for the three months and six
         months  ended June 30, 2005  compared to $159,167  and $274,986 for the
         same periods in 2004. 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 months and six months
         ended June 30, 2005 was $6,337 (7.9%) and $37,559  (18.4%)  compared to
         $12,946  (7.5%) and $76,994  (21.9%) for the same periods in 2004.  The
         gross  margin for the three  months and six months  ended June 30, 2005
         remained  relatively  flat due to the change in the revenue mix for the
         services provided to the customers in the telecom markets.

         Selling,  general and administrative  expenses (S,G&A):  S,G&A expenses
         were  $521,247  and  $729,988 for the three months and six months ended
         June 30, 2005 compared to $747,618 and  $1,404,930 for the same periods
         in 2004.  S,G&A  expenses  decreased  during  the three  months and six
         months  ended  June 30,  2005  compared  to the same  periods  in 2004,
         primarily  due to  reduction  its  payroll and other  expenses  through
         right-sizing  the  organization.  Depreciation  expense was $19,612 and
         $38,056  for the  three  months  and six  months  ended  June 30,  2005
         compared to a negative  $23,305  and  $43,244  for the same  periods in
         2004, as majority of the assets were fully depreciated in 2004.

         Other Income and  Expenses:  Interest  expense for the three months and
         six months  ended June 30, 2005 was $51,121 and $59,460  compared to $0
         and $10,538 for the same periods in 2004.  The Company  recorded a gain
         in  settlement  of debts of  $49,031  during  the three  months and six
         months  ended June 30, 2005  compared to a gain of $227,655 in settling
         claims of vendors during the same periods in 2004. The Company recorded
         a loss of  $48,370  on  disposition  if fixed  assets  during the three
         months ended June 30,  2005.  No assets were  disposed  during the same
         periods in 2004.

         Discontinued  operations:  The  Company  discontinued  operations  of a
         majority  owned  subsidiary,  True  Precise  and  recorded  a loss from
         discontinued  operations of $7,229 during the three months period ended
         June 30,  2005.  The Company did not have any  discontinued  operations
         during the same period in 2004.  The Company  recorded a gain of $7,229
         from the  disposal  of  discontinued  operations  as the  Company  took
         protective measures and placed share transfer  restrictions on the sale
         of 23,137,500 common shares issued to Keen Solution.

         Liquidity and Capital Resources:  The Company believes that current and
         anticipated  future cash  requirements for the next three months cannot
         be met with the cash on hand and from revenue from current customers to
         fund the  internal  operations.  The Company  plans to raise  necessary
         funds by selling its own common shares to selected accredited investors
         and bringing in business partners whose contributions include necessary
         cash.  The issuance of additional  common stock will result in dilution
         of our existing shareholders. There can be no assurance that additional
         funding will be available on favorable  terms,  if at all. No assurance
         can be given, however, that the Company will have access to the capital
         markets in future,  or that  financing  will be available on acceptable
         terms to satisfy the Company's  cash  requirements  needed to implement


                                       18
<PAGE>
         its business strategies.  The Company's inability to access the capital
         markets or obtain  acceptable  financing could have a material  adverse
         affect on its results of operations and financial condition,  and could
         severely threaten the Company's ability as a going concern.

         The  Company's  forecast  of the  period  of  time  through  which  its
         financial  resources  will be adequate to support its  operations  is a
         forward-looking  statement that involves risks and  uncertainties,  and
         actual results could vary as a result of a number of factors.

         Operating activities:  Net cash used in operating activities during the
         six month  period  amounted  to $395,977  primarily  due to increase in
         accounts  receivable  of  $171,247,  decrease in prepaid  expenses  and
         carrier deposits of $28,247,  decrease in accounts payable and customer
         deposits of $48,595,  decrease in accrued expenses and other payable of
         $29,628,  decrease in deferred  revenue of $4,739 and  increase in cash
         overdraft of $7,010.  Additionally,  the Company's current  liabilities
         exceeded its current assets by $368,939 at June 30, 2005. These factors
         and the Company'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 the Company's ability to
         continue as a going concern.

         Investing activities.  Net cash used in investing activities during the
         six months  ended June 30,  2005 was  $7,134,398  primarily  due to the
         Company  making net earnest  deposits of $7,099,516 to acquire  telecom
         companies in Europe. The Company received net proceeds of $127,711 from
         its  acquisition of True Precise and lost $127,711 upon  disposition of
         True  Precise.  In  addition,  the  Company  used  proceeds  to acquire
         equipment for $34,882 during the six months ended June 30, 2005.

         Financing activities.  Net cash provided by financing activities during
         the six months ended June 30, 2005 was $7,638,510. The Company received
         $7,761,655   from  Rising  Water  Capital  from  sale  of   195,947,395
         restricted  Common Shares of the Company.  The Company received advance
         of  $113,759  from a third  party  and made net  payments  of  $223,751
         towards notes payable and $13,153 to related parties.

         As a result of the above  activities,  the  Company  experienced  a net
         increase in cash of $108,779  for the six months  ended June 30,  2005.
         The  ability of the  Company to  continue  as a going  concern is still
         dependent on its success in  obtaining  additional  financing  from the
         institutional investors,  acquiring profitable operations or by selling
         its common shares and fulfilling its plan of  restructuring as outlined
         above.

         Critical accounting policies and estimates
         ------------------------------------------
         The  management  of  the  Company   believes  the  following   critical
         accounting policies reflect significant judgments and estimates used in
         the preparation of its financial statements.

         Revenue  recognition  and  deferred  revenue.  The Company  records its
         revenues  and cost of  revenues  in the  gross  amounts  billed  to its
         customers in accordance with EITF Issue No. 99-19 due to the following:


                                       19
<PAGE>
         o The Company is the primary  obligor in the  transaction
         o The  Company  has  the  ability  to  establish  selling  price to its
           customers
         o The Company uses several carriers to fulfill its  transactions to its
           customers
         o The Company determines the amount of time sold and the price of those
           transactions.

         The Company  derives its  revenues  from the sale of minutes of calling
         time via sale of its prepaid  calling  cards.  Revenue is deferred upon
         activation  of the  calling  cards  and is  recognized  as the  prepaid
         calling card balances are reduced  based upon minute usage,  imposition
         of administrative fees, or no further obligations exist with respect to
         a calling card.

         Deferred revenues represent amounts received from its customers for the
         unused minutes of the prepaid calling cards sold to its customers since
         the Company recognizes revenues only on the usage of the minutes.

         Allowance for doubtful accounts.
         The  management   estimates  the   uncollectibility   of  its  accounts
         receivable  for  losses  that  may  result  from the  inability  of our
         customers  and  related  party  affiliates,   (herein  referred  to  as
         "Customers")  to  make  required  payments.   Management   specifically
         analyses  accounts  receivable  and  historical  bad  debts,   Customer
         concentrations, Customer credit-worthiness, current economic trends and
         changes in Customer  payment terms when  evaluating the adequacy of the
         allowance for doubtful accounts.  If our customers' financial condition
         deteriorates such that it impairs their ability to make payments to the
         Company, additional allowances may be required.

         Stock-based Compensation.
         The Company follows the prescribed  accounting and reporting  standards
         for  all  stock-based  compensation  plans,  including  employee  stock
         options,  restricted  stock,  employee  stock  purchase plans and stock
         appreciation  rights in accordance  with SFAS No. 148  "Accounting  for
         Stock-Based Compensation". SFAS No. 148 provides alternative methods of
         transition  for a voluntary  change to the fair value  based  method of
         accounting for stock-based  employee  compensation.  In addition,  this
         Statement  requires  prominent  disclosures  in both annual and interim
         financial  statements  about the method of accounting  for  stock-based
         employee  compensation  and the effect of the method used,  on reported
         results.

         Issuance of Shares for Services.
         The Company accounts for the issuance of equity  instruments to acquire
         goods and services based on the fair value of the goods and services or
         the  fair  value of the  equity  instrument  at the  time of  issuance,
         whichever is more reliably measurable.

         Impact of Accounting Pronouncements
         -----------------------------------
         Recent accounting pronouncements:




                                       20
<PAGE>
         In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based
         Payment,  an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS
         No. 123R requires companies to recognize in the statement of operations
         the grant-  date fair  value of stock  options  and other  equity-based
         compensation  issued to employees.  FAS No. 123R is effective beginning
         in the  Company's  second  quarter of fiscal  2006.  The  Company is in
         process of evaluating the impact of this pronouncement on its financial
         position.

         In December 2004, the FASB issued SFAS Statement No. 153, "Exchanges of
         Non-monetary  Assets." The Statement is an amendment of APB Opinion No.
         29 to eliminate  the exception  for  non-monetary  exchanges of similar
         productive  assets  and  replaces  it  with  a  general  exception  for
         exchanges of non-monetary assets that do not have commercial substance.
         The Company  believes  that the adoption of this  standard will have no
         material impact on its financial statements.

         In  September   2004,  the  EITF  Issue  No.  04-08,   "The  Effect  of
         Contingently  Convertible  Debt on Diluted  Earnings per Share." ("EITF
         04-08") was issued stating that contingently convertible debt should be
         included  in diluted  earnings  per share  computations  regardless  of
         whether the market price  trigger has been met. This Issue is effective
         for reporting  periods  ending after  December 15, 2004. As a result of
         adopting EITF 04-08, we will need to include the dilution effect of our
         outstanding  contingent  convertible  debt in our diluted  earnings per
         share  calculations  regardless of whether the market price trigger has
         been met going  forward.  In  addition,  this  change  will be  applied
         retroactively to all prior periods. The retroactive application of EITF
         04-08 may result in  dilution  of  earnings  per share for the  quarter
         ended September 30, 2004 and may have no impact to the diluted earnings
         per share for all other prior periods.

         In  September  2004,  the  EITF  delayed  the  effective  date  for the
         recognition and measurement  guidance  previously  discussed under EITF
         Issue No. 03-01,  "The Meaning of  Other-Than-Temporary  Impairment and
         Its Application to Certain  Investments"  ("EITF 03-01") as included in
         paragraphs 10-20 of the proposed statement. The proposed statement will
         clarify  the  meaning  of   other-than-temporary   impairment  and  its
         application to investments in debt and equity securities, in particular
         investments within the scope of FASB Statement No. 115, "Accounting for
         Certain  Investments in Debt and Equity  Securities,"  and  investments
         accounted for under the cost method.  We are currently  evaluating  the
         effect of this proposed statement on our financial position and results
         of  operations.  If the proposed  EITF 03-01  becomes  effective and is
         adopted,  we may  have to  record  additional  impairment  charges  for
         certain of our investments in marketable debt securities. PART 1

PART 1

ITEM 3   Controls and Procedures

         Evaluation of disclosure controls and procedures:

         Our Chief Executive  Officer,  President,  and Chief Financial  Officer
         (the  "Certifying  Officers")  are  responsible  for  establishing  and


                                       21
<PAGE>
         maintaining  disclosure  controls and procedures  for the Company.  The
         Certifying   Officers  have  designed  such  disclosure   controls  and
         procedures to ensure that material  information  is made known to them,
         particularly  during the period in which this report was prepared.  The
         Certifying  Officers have evaluated the  effectiveness of the Company's
         disclosure  controls  and  procedures  were as of the end of the period
         covered by the filing of this report,  and believe  that the  Company's
         disclosure  controls and  procedures  are  effective  in ensuring  that
         information required to be disclosed is accumulated and communicated to
         management  including  our  CEO  and  CFO  to  allow  timely  decisions
         regarding required disclosures. There have been no changes in Company's
         internal control over financial reporting, that occurred during the six
         months  ended  June  30,  2005  that  has  materially  affected,  or is
         reasonably likely to materially  affect, the Company's internal control
         over financial reporting.

         Changes  in  internal  controls:  Subsequent  to the date of the  above
         evaluation,  the Company  made no  significant  changes in its internal
         controls or in other  factors  that could  significantly  affect  these
         controls,  nor did it take any  corrective  action,  as the  evaluation
         revealed no significant deficiencies or material weaknesses.




































                                       22
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                          OTHER INFORMATION (UNAUDITED)
                                  JUNE 30, 2005
PART II

ITEM 1   Legal Proceedings

     None

ITEM 2   Changes in Securities

         On May 10, 2005,  the Company issued  19,137,500  common shares to Keen
         Solution  valued at  $1,436,875  towards  its  purchase  of 60%  equity
         ownership interest in True Precise.

         On June 23, 2005, the Company issued 989,166  restricted  common shares
         valued at $37,588 to a director in settlement of payables.

         On  June  27,  2005,  the  Company  sold  to  an  accredited   investor
         100,000,000 of its restricted common shares valued $3,600,000.

         On June 27, 2005, the Company issued 20,000,000 common shares valued at
         $720,000  as  an  earnest  deposit  to  a  telecommunications   service
         provider,  for its proposed  acquisition of 100% of equity ownership of
         its business.

         During  the three  months  ended  June 30,  2005,  the  Company  issued
         3,962,798  restricted  common shares valued at $153,000 as compensation
         to directors for salaries.


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

   Exhibit No.                  Description of Document
   -----------                  -----------------------

      31.1     Certification of C.E.O. Pursuant to Section 302 of the Sarbanes-
               Oxley Act of 2002
      31.2     Certification of Principal Accounting Officer Pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002
      32.1     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
         None
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<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                          OTHER INFORMATION (UNAUDITED)
                                  JUNE 30, 2005


                                    SIGNATURE

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:  August 19, 2005              By: /s/ Russelle Choi
                                    --------------------------------
                                    Russelle Choi
                                    President & Chief Executive Officer






































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