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, 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 November 14, 2005,  Elephant  Talk  Communications,  Inc. had  203,107,170
shares of common stock outstanding.

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.   Yes [  ]  No [ X ].

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, 2005
                                                                         Page
PART 1  FINANCIAL INFORMATION                                            ----

Item 1. Financial Statements

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

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

        Consolidated Statements of Cash Flows for the Nine Months
        ended September 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                                15

Item 3. Controls and Procedures                                            21


PART II OTHER INFORMATION

Item 1. Legal Proceedings                                                  22

Item 2. Changes in Securities                                              22

Item 3. Defaults upon Senior Securities                                    22

Item 4. Submission of Matters to Vote of Security Holders                  22

Item 5. Other Information                                                  22

Item 6. Exhibits and Reports on Form 8-K                                   22

Signatures and Certifications                                              23













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

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

                                     ASSETS
CURRENT ASSETS
 Cash and cash equivalents                                       $      38,278
 Accounts receivable, net                                               14,376
 Advances to third parties                                             794,429
 Due from related parties                                               79,412
 Prepaid expenses and other current assets                              62,615
                                                                 -------------
        Total Current Assets                                           989,110
                                                                 -------------
PROPERTY AND EQUIPMENT - NET                                            96,972

OTHER ASSETS
 Earnest deposit for acquisitions                                    7,106,526
                                                                 -------------
        Total Other Assets                                           7,106,526
                                                                 -------------
TOTAL ASSETS                                                     $   8,192,608
                                                                 =============
                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
 Overdraft                                                       $     144,320
 Accounts payable and customer deposits                                136,230
 Advances from third party                                             228,139
 Deferred revenue                                                      109,752
 Accrued expenses and other payable                                    116,202
 Current portion of notes payable                                      718,729
 Due to related parties                                                194,795
                                                                 -------------
       Total Current Liabilities                                     1,648,167
                                                                 -------------
LONG-TERM LIABILITIES
 Notes payable                                                         232,310
                                                                 -------------
TOTAL LIABILITIES                                                    1,880,477
                                                                 -------------
COMMITMENT AND CONTINGENCIES                                                 -









                  The accompanying notes are an integral part
                  of these consolidated financial statements.
                                       3

<PAGE>
              ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (Continued)
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)

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                                                (11,932,143)
                                                                 -------------
        Total Stockholders' Equity                                   6,312,131
                                                                 -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $   8,192,608
                                                                 =============



































                  The accompanying notes are an integral part
                  of these 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 three months ended      For nine months ended
                                                       September 30,                September 30,
                                                     2005          2004          2005          2004
                                                ------------- ------------- ------------- -------------
REVENUES                                        $     42,780  $    143,677  $    246,413  $    495,657

COST OF REVENUE                                       38,187        69,765       204,261       344,751
                                                ------------  ------------  ------------  ------------
GROSS PROFIT                                           4,593        73,912        42,152       150,906

OPERATING EXPENSES
  Selling, general and administrative                214,328       150,110       944,316     1,555,040
  Depreciation and amortization                       10,386        18,916        48,442        62,160
                                                ------------  ------------  ------------  ------------
         Total Operating Expenses                    224,714       169,026       992,758     1,617,200
                                                ------------  ------------  ------------  ------------
LOSS FROM OPERATIONS                                (220,121)      (95,114)     (950,606)   (1,466,294)

OTHER INCOME (EXPENSE)
  Interest income                                          7             -           664             -
  Interest expense                                   (26,664)       (8,262)      (86,124)      (18,800)
  Gain (Loss) on disposal of fixed assets             22,304             -       (26,066)            -
  Equity in loss of unconsolidated affiliate               -        (9,924)            -       (19,424)
  Loss on settlement                                       -             -             -       (11,736)
  Gain on settlement of payables                           -             -        49,031       227,655
                                                ------------  ------------  ------------  ------------
         Total Other Income (Expense)                 (4,353)      (18,186)      (62,495)      177,695
                                                ------------  ------------  ------------  ------------
LOSS BEFORE INCOME TAXES                            (224,474)     (113,300)   (1,013,101)   (1,288,599)
  Income taxes                                             -             -           800           800
                                                ------------  ------------  ------------  ------------
LOSS BEFORE DISCONTINUED OPERATIONS:                (224,474)     (113,300)   (1,013,901)   (1,289,399)

DISCONTINUED OPERATIONS:
  Loss from discontinued operations                        -             -        (7,229)            -
  Gain from disposal of discontinued operations            -             -         7,229             -
                                                ------------  ------------  ------------  ------------
                                                           -             -             -             -
                                                ------------  ------------  ------------  ------------
NET LOSS                                        $   (224,474) $   (113,300) $ (1,013,901) $ (1,289,399)

OTHER COMPREHENSIVE INCOME (LOSS)
  Foreign currency translation gain (loss)                 -        (2,286)          644        (6,778)
                                                ------------  ------------  ------------  ------------
                                                           -        (2,286)          644        (6,778)
                                                ------------  ------------  ------------  ------------
COMPREHENSIVE LOSS                              $   (224,474) $   (115,586) $ (1,013,257) $ (1,296,177)
                                                ============  ============  ============  ============
</TABLE>











                  The accompanying notes are an integral part
                  of these consolidated financial statements.
                                       5
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Continued)
                                   (UNAUDITED)
<TABLE>
<S>                                             <C>           <C>           <C>           <C>
                                                  For three months ended      For nine months ended
                                                       September 30,                September 30,
                                                     2005          2004          2005          2004
                                                ------------- ------------- ------------- -------------
Net loss per common share and equivalents -
  basic and diluted
  Loss from continuing operations               $       0.00  $       0.00  $      (0.01) $      (0.03)
  Loss from discontinued operations             $       0.00  $       0.00  $       0.00  $       0.00
                                                ------------  ------------  ------------  ------------
                                                $       0.00  $       0.00  $      (0.01) $      (0.03)
                                                ============  ============  ============  ============
Weighted average shares outstanding during
  the period - basic and diluted                 196,259,664    50,027,718   114,179,785    49,594,230
                                                ============  ============  ============  ============
</TABLE>






































                  The accompanying notes are an integral part
                  of these consolidated financial statements.
                                       6
<PAGE>
                ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<S>                                                       <C>           <C>
                                                            For nine months ended
                                                                 September 30,
                                                               2005         2004
                                                          ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                 $ (1,013,901) $ (1,289,399)
 Adjustments to reconcile net loss to net
  cash used in operating activities:
 Depreciation and amortization                                  48,442        66,903
 Issuance of stock for compensation and services               393,000       985,856
 Provision for uncollectible amounts                            11,293       400,000
 Loss on disposal of fixed assets                               26,066             -
 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                          -        19,424
 Changes in operating assets and liabilities:
   Decrease in accounts receivable                                 437        33,679
   Decrease in prepaid expenses, deposits and other assets      14,905        37,951
   Decrease in accounts payable and customer deposits          (10,457)     (467,009)

   Decrease in deferred revenue                                (10,136)      (37,870)
   Increase in accrued expenses and other payable               38,802             -
   Increase (Decrease) in cash overdraft                        11,509      (401,501)
                                                          ------------  ------------
      Net cash used in operating activities                   (539,071)     (651,966)
                                                          ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment                            (43,423)       (5,203)
 Cash lost in disposition of subsidiary                       (127,711)            -
 Earnest deposit on acquisitions, net                       (7,294,714)            -
 Proceeds from acquisition of subsidiary                       127,711             -
 Proceeds from sale of investment                                    -       100,953
                                                          ------------  ------------
      Net cash provided by (used in) investing activities   (7,338,137)       95,750
                                                          ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Payment of capital leases                                           -       (14,018)
 Payment on notes payable                                     (209,578)      (29,188)
 Advances received for acquisitions                            228,139             -
 Proceeds from sale of shares                                7,851,655       349,970
 Proceeds from (Payments to) related parties, net              (23,005)      259,210
                                                          ------------  ------------
      Net cash provided by financing activities              7,847,211       565,974
                                                          ------------  ------------
</TABLE>











                  The accompanying notes are an integral part
                  of these consolidated financial statements.
                                       7
<PAGE>
                ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                   (UNAUDITED)
<TABLE>
<S>                                                       <C>           <C>
                                                            For nine months ended
                                                                 September 30,
                                                               2005         2004
                                                          ------------- -------------
EFFECT OF EXCHANGE RATES ON CASH                                   644        (4,492)

NET INCREASE (DECREASE) IN CASH                                (29,353)        5,266
 CASH, BEGINNING OF THE YEAR                                    67,631         8,282
                                                          ------------  ------------
 CASH, END OF THE YEAR                                    $     38,278  $     13,548
                                                          ============  ============
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>



































                  The accompanying notes are an integral part
                  of these consolidated financial statements.
                                       8
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 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.

     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


                                       9
<PAGE>
     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, 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
     nine months ended September 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 nine months  ended  September  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;  d)  100,000,000  common  shares  sold  to an
     accredited  investor valued at $3,600,000;  and e) 20,000,000 common shares
     issued as earnest deposit for acquisition of a European telecom operator.

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.


                                       10
<PAGE>
     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  September15,  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 segment was discontinued 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) $549,955 to two European  telecom  entities for
     their working capital  requirements while the Company is completing its due
     diligence of its proposed  acquisitions  (Note 9); and b) $244,474 to third
     parties for  development  of products and services in which the Company has
     an interest. All advances made by the Company during the nine months period
     ended  September 30, 2005,  are deemed fully  recoverable  at September 30,
     2005.

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


                                       11
<PAGE>
     the  European  telecom  company  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 to 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 September 30, 2005.

NOTE 10: Related Party Transactions
         --------------------------
     The Company has advanced  funds  amounting to $444,157 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 September 30, 2005.

     During the nine month period ended  September 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 September 30, 2005.

     On December 25, 2003, a 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 on the
     note.  The  Company  will be  obligated  to pay the  unpaid  balance of the
     promissory  note in full in case of default of payments  by the  affiliate.
     The  Company  has  provided  a full  allowance  for the  unpaid  balance of
     $326,036 on the promissory note in the accompanying financial statements at
     September 30, 2005.

NOTE 11: Stockholders' Equity
         --------------------
     Issuance of common stock during the nine months ended September 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  at
     $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  approximately  66% 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.

                                       12
<PAGE>
     The  Company  issued  20,000,000  common  shares  valued at  $720,000 as an
     earnest  deposit  to  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.  The Company has taken protective measures
     to ensure that the remaining 2,847,500 common shares are restricted and non
     tradable.

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  September  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
     September 30, 2005.

     Discontinued operations for the nine months ended September 30, 2005 are as
     follows:









                                       13
<PAGE>
                                                         Nine months ended
                                                         September 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 nine months
     ended  September 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 there are no dilutive
     shares outstanding at September 30, 2005 and 2004, respectively.

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  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 September 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
     $11,932,143  including a net loss of  $1,013,901  for the nine months ended


                                       14
<PAGE>
     September  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  September 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.


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 Europe and
     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.


                                       15
<PAGE>
     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 September 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 September 30, 2005.

     On January 17, 2005, the Company entered into a Memorandum of Understanding
     ("MOU") with an accredited investor in Europe  whereby,  the Company agreed
     to acquire all of  the issued and outstanding shares  of a European telecom
     company from the  European investor.  As of September 30, 2005  the Company
     has  made  earnest  deposits  of   $6,151,250  to  the  European  investor.
     Furthermore,  the  Company  has  advanced an  additional  $113,050  to  the
     European telecom company as of September 30, 2005 for its  working  capital
     requirements.  The Company is conducting  its due diligence of its proposed
     acquisition   of  the  European  telecom  company  and expects to execute a
     definitive agreement upon completion of its due diligence.  The transaction
     is expected to close in January 2006.  The European telecom  company  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.  As of September 30, 2005, 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 in
     January 2006.

     Results of  Operations:  The results of  operations  of the Company for the
     three  months and nine months  ended  September  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 nine  months  ended
     September 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  $224,474  and


                                       16
<PAGE>
     $1,013,901  for the three months and nine months ended  September  30, 2005
     compared to net losses of $113,300 and  $1,289,399  for the same periods in
     2004.

     Revenues and Cost of revenues: The Company reported revenues of $42,780 and
     $246,413  during the three months and nine months ended  September 30, 2005
     compared to $143,677 and  $495,657  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 major telecommunication  companies and 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 markets.  Furthermore, the Company discontinued
     its technical  consulting and business  advisory  services business in June
     2005 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 nine months ended September 30, 2004.

     Cost of revenues  was $38,187 and  $204,261  for the three  months and nine
     months ended  September  30, 2005  compared to $69,765 and $344,751 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  margin for  the three months and nine months ended  September
     30, 2005 was $4,593 (10.7%) and $42,152 (17.1%) compared to $73,912 (51.4%)
     and $150,906 (30.4%) for the same periods in 2004. The gross margin for the
     three months and nine months ended  September 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
     $214,328 and $944,316 for the three months and nine months ended  September
     30, 2005 compared to $150,110 and  $1,555,040 for the same periods in 2004.
     S,G&A expenses  increased  during the three months period ending  September
     30,   2005   compared  to  same  period  in  2004  due  to  the  legal  and
     administrative costs incurred by the Company in  connection with performing
     due  diligence  on proposed  acquisitions.  S,G&A  expenses  for  the  nine
     months period ending September 30, 2005 decreased when compared to the same
     period in 2004, primarily due to reduction  its payroll  and other  general
     and  administrative  expenses   through   right-sizing   the  organization.
     Depreciation expense was $10,386 and $48,442 for the three  months and nine
     months ended  September  30,  2005  compared to $18,916 and $62,160 for the
     same periods in 2004 since  majority  of  the  Company  assets  were  fully
     depreciated in 2004.

     Other Income and Expenses:  Interest  expense for the three months and nine
     months ended September 30, 2005 was $26,664 and $86,124  compared to $8,262
     and $18,800 for the same  periods in 2004.  The Company  recorded a gain in
     settlement  of debts of  $49,031  during the three  months and nine  months
     ended  September 30, 2005 compared to a gain of $227,655 in settling claims
     of vendors during the same periods in 2004. The Company  recorded a gain of
     $22,304 and loss of $26,066 on disposition of fixed assets during the three
     months and nine months ended  September  30, 2005.  No assets were disposed
     during the same periods in 2004.


                                       17
<PAGE>
     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 nine months  period ended  September  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 during the nine months  ended  September 30, 2005.
     The Company took protective measures and placed share transfer restrictions
     on the sale of its 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  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 nine
     month  period  amounted  to $539,071  primarily  due to decrease in prepaid
     expenses and carrier deposits of $14,905,  decrease in accounts payable and
     customer  deposits  of  $10,457,  increase  in accrued  expenses  and other
     payable of $38,802, decrease in deferred revenue of $10,136 and increase in
     cash overdraft of $11,509.  Additionally, the Company's current liabilities
     exceeded  its current  assets by  $659,057 at  September  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 nine
     months ended September 30, 2005 was $7,338,137 primarily due to the Company
     making net earnest  deposits of $7,294,714 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 $43,423 during
     the nine months ended September 30, 2005.

     Financing activities.  Net cash provided by financing activities during the
     nine months ended September 30, 2005 was $7,847,211.  The Company  received
     $7,851,655  from Rising Water Capital from sale of  195,947,395  restricted
     Common Shares of the Company. The Company received advance of $228,139 from


                                       18
<PAGE>
     a third party and made net payments of $209,578  towards  notes payable and
     $23,005 to related parties.

     As a result of the above activities, the Company experienced a net decrease
     in cash of $29,353  for the nine  months  ended  September  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. In view of low
     borrowing  interest  rates,  the  Company is actively  pursuing  additional
     credit  facilities  with  financial  institutions  as a means to obtain new
     funding. The Company's management estimates that it currently has the funds
     to operate for at least twelve months without raising additional capital.

     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:
     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.





                                       19
<PAGE>
     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:

     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


                                       20
<PAGE>
     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

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 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 nine months ended September 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.


















                                       21
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                          OTHER INFORMATION (UNAUDITED)
                               SEPTEMBER 30, 2005

PART II

ITEM 1   Legal Proceedings

         None

ITEM 2   Changes in Securities

         None

ITEM 3   Defaults Upon Senior Securities

         Not applicable

ITEM 4   Submission of Matters to Vote of Securities Holders

         None

ITEM 5   Other Information

         None

ITEM 6   Exhibits and Reports on Form 8-K

         a) Exhibits

         31.1  Certification of Chief Executive Officer
         31.2  Certification of Chief Financial Officer
         32.1  Certification pursuant to 18 USC Section 1350 as adopted pursuant
               to Section 906 of the Sarbanes-Oxley Act of 2002

         b) Reports on Form 8-K

         None



















                                       22
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                          OTHER INFORMATION (UNAUDITED)

                               SEPTEMBER 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:  November 14, 2005         By: /s/ Russelle Choi
                                 --------------------------------
                                 Russelle Choi
                                 President & Chief Executive Officer





































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