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, 2002

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

        For the transition period from ______________ to _______________

                        Commission File Number: 000-30061



                       Elephant Talk Communications, Inc.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)



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

                                   95-2210753
                         -------------------------------
                        (IRS Employer Identification No.)

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

                                 (562) 653-0400
                            -------------------------
                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days:

                                Yes [X ] No [ ].

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

Transitional Small Business Disclosure Format (check one):

                                Yes [ ] No [ X ]



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

                                TABLE OF CONTENTS

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

Item 1.  Financial Statements

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

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

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

         Notes to the Consolidated Financial Statements                 F-6

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


PART II  OTHER INFORMATION

Item 1.  Legal Proceedings                                             F-15

Item 2.  Changes in Securities                                         F-15

Item 3.  Defaults upon Senior Securities                               F-15

Item 4.  Submission of Matters to Vote of Security Holders             F-15

Item 5.  Other Information                                             F-15

Item 6.  Exhibits and Reports on Form 8-K                              F-15

Signatures                                                             F-16












                                      F-2
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                           CONSOLIDATED BALANCE SHEETS
                                  JUNE 30, 2002
                                   (UNAUDITED)
ASSETS
Current assets:
   Cash and cash equivalents                                  $        21,704
   Accounts receivable, net                                           761,188
   Prepaid expenses and other current assets                          627,903
                                                               --------------
Total current assets                                                1,410,795
                                                               --------------
Property and equipment, net                                           980,956

Other assets
   Due from related parties                                           993,132
   Investment in ETNS Singapore Pte., Ltd.                            202,120
   Investments, net                                                   100,835
                                                               --------------
Total other assets                                                  1,296,087
                                                               --------------
Total assets                                                  $     3,687,838
                                                               ==============
LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
   Cash overdraft                                             $       200,614
   Accounts payable and accrued expenses                            2,295,529
   Deferred revenue                                                   110,054
   Other payables and customer deposits                               112,589
   Factor payable                                                     198,205
   Capital Lease liability, current portion                            51,977
   Due to related parties                                             573,844
                                                               --------------
Total current liabilities                                           3,542,812

Long term Liabilities:
   Capital lease liability                                             27,837
   Notes payable, net of current portion                              282,051
                                                               --------------
Total liabilities                                                   3,852,700
                                                               --------------
Contingencies

Shareholders' Deficit
   Common stock, no par value, 250,000,000 shares authorized,
   36,438,210 shares issued and outstanding at June 30, 2002        5,632,163
   Accumulated deficit                                             (3,908,469)
   Accumulated other comprehensive loss                              (526,056)
   Less: note receivable - stock issuance                          (1,362,500)
                                                               --------------
Total shareholders' deficit                                          (164,862)
                                                               --------------
Total liabilities and shareholders' deficit                   $     3,687,838
                                                               --------------
          See accompanying notes to consolidated financial statements.
                                       F-3
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<S>                                       <C>           <C>           <C>           <C>
                                           For the Three Months           For the Six Months
                                                Ended June 30                Ended June 30
                                          --------------------------  ---------------------------
                                               2002          2001          2002           2001
                                          ------------  ------------  ------------  -------------
Net sales                                 $  1,260,675  $  1,779,106  $  4,208,553  $   4,272,294

Cost of sales                                1,247,805     1,760,694     4,093,815      4,218,383
                                          ------------  ------------  ------------  -------------
Gross profit                                    12,870        18,412       114,738         53,911
                                          ------------  ------------  ------------  -------------
Operating expenses:
 Selling, general and administrative           661,557       808,199       934,930      1,053,268
 Depreciation and amortization                 140,436       159,194       289,243        315,441
                                          ------------  ------------  ------------  -------------
Total operating expenses                       801,993       967,393     1,224,173      1,368,709
                                          ------------  ------------  ------------  -------------
Loss from continuing operations               (789,123)     (948,981)   (1,109,435)    (1,314,798)

Other income (expense):
 Equity in earnings (loss) of affiliate            514         2,300         7,553         17,294
 Interest expense                              (12,567)      (16,240)      (22,617)       (29,336)
 Interest income                                25,000        12,500        50,000         12,500
 Other                                          31,926        49,614        31,926         62,114
                                          ------------  ------------  ------------  -------------
Total other income (expense)                    44,873        48,174        66,862         50,072
                                          ------------  ------------  ------------  -------------
Loss before income tax                        (744,250)     (900,807)   (1,042,573)    (1,264,726)

Income tax                                         800             -           800              -
                                          ------------  ------------  ------------  -------------
Net loss                                  $   (745,050) $   (900,807) $ (1,043,373) $  (1,264,726)
                                          ------------  ------------  ------------  -------------
Other comprehensive loss:
 Unrealized loss on available
 for-sale securities                           (90,000)     (180,000)     (270,000)      (180,000)
                                          ------------  ------------  ------------  -------------
Comprehensive loss                        $   (835,050) $ (1,080,807) $ (1,313,373) $  (1,444,726)
                                          ------------  ------------  ------------  -------------
Basic and fully diluted loss
  per common share:                       $      (0.02) $      (0.03) $      (0.03) $       (0.04)
                                          ------------  ------------  ------------  -------------
Weighted average number of shares
outstanding - Basic and fully diluted       35,815,910    34,626,899    35,224,689     34,626,899
                                          ============  ============  ============  =============
</TABLE>



          See accompanying notes to consolidated financial statements.

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

                                                     Six Months Ended June 30,
                                                    ---------------------------
                                                         2002           2001
                                                    ------------  -------------

Cash flows from operating activities:
  Net loss                                          $ (1,043,373)  $ (1,264,726)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
   Loss on abandonment of property and equipment          93,651              -
   Depreciation and amortization                         289,243        313,123
   Non cash (increase) decrease of notes receivable     (112,500)       256,410
   Equity in (income) loss of affiliate                   (7,553)       (17,294)
   Shares issued in lieu of compensation and services    579,200              -
   Changes in operating assets and liabilities:
     (Increase) decrease in:
     Accounts receivable                                 330,376        128,561
     Prepaid expenses and other                           88,538        115,016
     Cash overdraft                                      167,449       (133,160)
     Accounts payable                                   (543,266)      (151,983)
     Other payables & customer deposits                    5,674        277,813
     Deferred revenue                                    (83,946)        20,924
                                                    ------------   ------------

Net cash used in operating activities                   (236,507)      (455,316)
                                                    ------------   ------------
Cash flows from investing activities:
  Purchase of property and equipment                           -        (38,783)
                                                    ------------   ------------
Net cash used in investing activities                          -        (38,783)
                                                    ------------   ------------
Cash flows from financing activities:
  Proceeds on stock subscriptions                              -        384,615
  Proceeds from related parties, net                     273,061        149,718
  Payments on capital leases                             (33,424)       (29,887)
                                                    ------------   ------------
Net cash provided by financing activities                239,637        504,446
                                                    ------------   ------------
Net increase in cash & cash equivalents                    3,130         10,347

Cash and cash equivalents, beginning of period            18,574         28,620
                                                    ------------   ------------
Cash and cash equivalents, end of period            $     21,704   $     38,967
                                                    ============   ============





          See accompanying notes to consolidated financial statements.


                                      F-5
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002

NOTE 1:  Organization and Nature of Operations
         -------------------------------------
         Elephant   Talk   Communications,   Inc.   (herein   referred   to   as
         "ElephantTalk",   "ETCI"  or  "Company"   formerly   known  as  Staruni
         Corporation),  incorporated  on  February 5, 1962 under the laws of the
         state  of   California   as  Altius   Corporation,   was   involved  in
         manufacturing of freeway signs. In March 1997,  Altius acquired Starnet
         Universe Internet,  Inc., a web developer and Internet Service Provider
         (ISP) and changed its name to Staruni Corporation.  On January 4, 2002,
         the Staruni  Corporation  merged with Elephant Talk Limited;  a limited
         company incorporated in Hong Kong, and filed a Certificate of Amendment
         of Articles of  Incorporation  to amend the corporate  name to Elephant
         Talk Communications, Inc. This name change was done in conjunction with
         the 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 $10,385. Vision is owned primarily
         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.

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

NOTE 2:  Basis of Presentation
         ---------------------
         The accompanying  unaudited consolidated financial statements have been
         prepared in accordance with generally  accepted  accounting  principles
         for interim  financial  information  and with the  instructions to Form



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

         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  2001  Form  10-KSB.  The  audited   consolidated   financial
         statements  of the Company for the year ended  September  30, 2001 were
         filed on December 27, 2001 with the Securities and Exchange  Commission
         and  are  hereby  referenced.   In  the  opinion  of  management,   the
         accompanying  unaudited  consolidated  financial statements contain all
         adjustments   (which   include  only  normal   recurring   adjustments)
         considered necessary for fair presentation has been included.

         The results of  operations  for the three  months and six months  ended
         June 30,  2002 are not  necessarily  indicative  of the  results  to be
         expected  for  the  entire   year.   Certain  2001  amounts  have  been
         reclassified   to  conform  to  current  period   presentation.   These
         reclassifications have no effect on previously reported net income.

NOTE 3:  Principles of Consolidation
         ---------------------------
         The accompanying consolidated financial statements for the three months
         and six months  ended June 30, 2002  include  the  accounts of Elephant
         Talk  Communications,  Inc., its 100% wholly-owned  subsidiary Elephant
         Talk Limited and its 39% equity investment in ETNS Singapore Pte., Ltd.
         The  consolidated  financial  statements  for the three  months and six
         months ended June 30, 2001  included only the accounts of Elephant Talk
         Limited and its 36.3% equity  investment in ETNS Singapore  Pte.,  Ltd.
         All  significant  inter-company  accounts  and  transactions  have been
         eliminated in consolidation.

NOTE 4:  Recent Pronouncements
         ---------------------
         On  July  20,   2001,   the  FASB  issued   SFAS  No.  141,   "Business
         Combinations,"  and  SFAS  No.  142,  "Goodwill  and  Other  Intangible
         Assets." These  statements make  significant  changes to the accounting
         for business combinations, goodwill, and intangible assets.

         SFAS No. 141  establishes  new standards for  accounting  and reporting
         requirements  for  business  combinations  and  will  require  that the
         purchase  method of  accounting  be used for all business  combinations
         initiated after June 30, 2001. Use of the  pooling-of-interests  method
         will  be   prohibited.   This   statement  is  effective  for  business
         combinations completed after June 30, 2001.

         SFAS No. 142,  "Goodwill and Other Intangible  Assets"  establishes new
         standards  for  goodwill   acquired  in  a  business   combination  and
         eliminates  amortization  of goodwill and instead sets forth methods to
         periodically evaluate goodwill for impairment. Intangible assets with a
         determinable  useful  life  will  continue  to be  amortized  over that
         period.  This statement  becomes  effective for fiscal years  beginning



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

         after December 15, 2001 and must be applied as of the beginning of such
         year to all goodwill and other intangible assets that have already been
         recorded in the balance sheet as of the first day in which SFAS No. 142
         is initially  applied,  regardless  of when such assets were  acquired.
         Goodwill  acquired in a business  combination whose acquisition date is
         on or after  July 1,  2001,  should  not be  amortized,  but  should be
         reviewed for impairment  pursuant to SFAS No. 121, even though SFAS No.
         142 has not yet been adopted.  However,  previously  acquired  goodwill
         should continue to be amortized until SFAS No. 142 is first adopted.

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

         SFAS No. 144,  "Accounting for the Impairment or Disposal of Long-Lived
         Assets,"  was  issued in August  2001.  SFAS No. 144 is  effective  for
         fiscal years beginning after December 15, 2001, and addresses financial
         accounting  and reporting for the  impairment or disposal of long-lived
         assets.  This statement  supersedes  SFAS No. 121  "Accounting  for the
         Impairment  of  Long-Lived  Assets  and  for  Long-Lived  Assets  to Be
         Disposed  Of,"  and the  accounting  and  reporting  provisions  of APB
         Opinion No. 30,  "Reporting  the Results of  Operations - Reporting the
         Effects of  Disposal  of a Segment of a  Business,  and  Extraordinary,
         Unusual and Infrequently  Occurring Events and  Transactions,"  for the
         disposal of a segment of a business.

         The  adoption of above  pronouncements  did not  materially  impact the
         Company's financial position or results of its operations.

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

         Issuance  of  common  stock:  As  part  of the  merger  agreement  that
         completed  on January 4, 2002,  the Company  issued  31,164,210  common




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

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

         On April 11, 2002, the Company filed a registration  statement with the
         Securities and Exchange  Commission  offering to issue 2,000,000 common
         shares of no par value statement,  to certain  consultants and advisors
         pursuant to option agreements  entered into between the Company and the
         consultants  in  consideration  for services to be performed  under the
         respective  agreements.  The terms of the consultants  agreements range
         from one to twelve months. On May 2, 2002, the Company issued 1,710,000
         shares under the  offering,  valued at $579,200 to certain  consultants
         for payment for  services  underlying  the April 11, 2002  registration
         statement.

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

NOTE 6:  Supplemental Disclosure of Cash Flows
         -------------------------------------
         The Company  prepares its  statements  of cash flows using the indirect
         method as defined under the Financial  Accounting  Standard No. 95. The
         Company  paid $0 for  income  tax and  interest  during  the  six-month
         periods ended June 30, 2002 and 2001.

         The  cash  flow  statements  do  not  include  the  following  non-cash
         investing and financing activities:

         On January 4, 2002,  the Company  merged with Elephant Talk Limited and
         issued  31,164,210  common  shares of no par value in exchange for 100%
         ownership of Elephant  Talk  Limited.  Since the  acquisition  has been
         treated as a capital  transaction  in substance  rather than a business
         combination,  and is deemed a "reverse merger" for accounting purposes,
         the cash flow  statements do not include  acquisition  of the following
         assets and liabilities of Elephant Talk Limited:

                      Current Assets                    $    62,134
                      Current Liabilities               $    51,299



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

NOTE 7:  Basic and Diluted Net Loss Per Share

         Basic and  diluted net loss per share for the three month and six month
         periods  ended June 30, 2002 and 2001 were  determined  by dividing net
         loss for the  periods  by the  weighted  average  number  of basic  and
         diluted   shares  of  common   stock  and  common   stock   equivalents
         outstanding.

NOTE 8:  Going concern

         The accompanying  financial statements have been prepared in conformity
         with  generally  accepted  accounting   principle,   which  contemplate
         continuation  of the Company as a going concern.  However,  the Company
         has accumulated deficit of $3,908,469  including net losses of $745,050
         and $1,043,373 for the three month and six month periods ended June 30,
         2002,  respectively.   The  total  shareholders'  deficit  amounted  to
         $164,862  on June 30,  2002.

         In  view  of  the  matters   described  in  the  preceding   paragraph,
         recoverability  of a major portion of the recorded  asset amounts shown
         in  the   accompanying   balance  sheet  is  dependent  upon  continued
         operations  of the  Company,  which  in  turn  is  dependent  upon  the
         Company's ability to raise additional capital,  obtain financing and to
         succeed in its future operations.

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

         Management  has taken the  following  steps to revise its operating and
         financial requirements, which it believes are sufficient to provide the
         Company  with the ability to continue  as a going  concern.  Management
         devoted  considerable  effort  during the period  ended June 30,  2002,
         towards (i) obtaining  additional  equity financing (ii) controlling of
         salaries and general and  administrative  expenses and (iii) management
         of accounts payable. In that regard, on April 11 and 16, 2002, Elephant
         Talk filed two registration statements with the Securities and Exchange
         Commission to issue  4,000,000  shares in aggregate,  that will provide
         the necessary capital to settle certain  obligations of the consultants
         and to continue its operations during 2002.











                                      F-10
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (Formerly known as Staruni Corporation)
                MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
                                  JUNE 30, 2002

PART 1

ITEM 2   Management Discussion and Analysis or Plan of Operation

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

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

         Background of Elephant Talk Limited:

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

         Elephant Talk Limited's customers include some of the largest first and
         second  tier  telecommunications  carriers  in  the  U.S.  and  several
         carriers in South East Asia,  including  two of the four fixed  network
         operators in Hong Kong. Since its establishment,  Elephant Talk Limited
         expanded   its   network  by   installing   more   switches   and  hubs
         internationally.  Because of this,  Elephant  Talk  Limited has secured
         termination   options  outside  Asia  by  entering  into  international
         operating  agreements with foreign-based  telecommunications  carriers,
         including AT&T Corp., Frontier Telecom Ltd. and MCI WorldCom Inc.

         Capitalizing  on a unique  position to gain market  share in Asia,  the
         Company has leveraged  Elephant Talk Limited's  early entrant status by


                                      F-11
<PAGE>

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

         holding a stronger position in China by forging an increasing number of
         strategic  relationships.  In 1996,  only  one-third  of Elephant  Talk
         Limited's  traffic  terminated  in  China.  The  traffic  increased  to
         approximately  70% in 1998,  and to over 80% in  1999-2000.  In keeping
         with  the  extremely  difficult  economic  and  market  conditions  for
         telecommunications   industry  in  Hong  Kong,  the  Company   reported
         disappointing  second  quarter  results.  The  management   discussions
         contained  herein  refer  to  only  the  operations  of  Elephant  Talk
         Communications, Inc. and its subsidiaries.

         Results of Operations:

         The results of  operations  of ETCI for the three and six months  ended
         June  30,  2002   consisted  of  primarily  the   operations  of  ETCI,
         wholly-owned   subsidiary   Elephant  Talk  Limited,   and  39%  equity
         investment in ETNS Singapore  Pte.,  Ltd. The results of operations for
         the three and six months  ended  June 30,  2001  consisted  of 100% the
         operations of Elephant Talk Limited and its equity  investment of 36.3%
         in ETNS Singapore Pte., Ltd.

         Sales and Cost of sales:  The Company  reported net sales of $1,260,675
         and  $4,208,553  during  the three and six months  ended June 30,  2002
         compared to  $1,779,106  and  $4,272,294  for the same periods in 2001.
         Revenues  consisted of  telecommunications  services  such as voice and
         data  transmission  like IDD,  pre-paid  calling  cards  and  facsimile
         services  provided  to  a  wide  range  of  customers  including  major
         telecommunication companies in the US, China and Hong Kong. The drop in
         sales by  approximately  29% in the three months ended June 30, 2002 as
         compared to three months  ended June 30,  2001was due to a drastic drop
         in prepaid  calling  card sales in the US and  significant  lowering in
         market tariff rate,  which was partially  offset by increase in traffic
         volume.  We expect the unit  tariff to bottom  out in the near  future,
         thus sustaining our revenue level. The Company is looking to find sales
         agents  who could  perform  better to  aggressively  protect  Company's
         credit card  business in the US. The revenue for six months  ended June
         30, 2002 decreased by  approximately 1% from the  corresponding  period
         last year.  Cost of sales were  $1,247,805  and  $4,093,815  during the
         three and six months  ended June 30, 2002  compared to  $1,760,694  and
         $4,218,383  for the same  periods in 2001.  Cost of sales  included the
         costs in  providing  resale  arrangements  with long  distance  service
         providers,  cost  of  leasing  transmission  facilities,  international
         gateway switches for voice, data  transmission and facsimile  services.
         The drop in cost of sales was primarily due to significant  decrease in
         the cost of leasing  transmission  and facilities by the company during
         the year 2002. Gross profit for the three and six months ended June 30,
         2002 was  1.02%  and  2.72%  compared  to 1.03%  and 1.26% for the same
         periods in 2001.  Gross profit for the three months ended June 30, 2002
         was  consistent  with the gross  profit for the three months ended June
         30, 2001.  Gross profit improved for the six months ended June 30, 2002



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

         compared to the same period of 2001 due to the improved  utilization of
         transmission  facilities  together with getting more competitive  terms
         and pricing  from  several  major long  distance  service  providers in
         China. In addition, growing application of IP-transmission technologies
         and services to more profitable trunk routes further helped increase in
         gross profit.

         Selling,  general and administrative  expenses (S,G&A):  S,G&A expenses
         were  $661,557 and $934,930 for the three and six months ended June 30,
         2002 compared to $808,199 and  $1,053,268 for the same periods in 2001.
         S,G&A expenses as a percentage of sales  increased to 52.48% during the
         three months ended June 30, 2002 compared to 45.43% for the same period
         in 2001 primarily due to increased  consulting  and investor  relations
         expense incurred by the company to increase the company awareness in US
         markets.  S,G&A  expenses as a percentage of sales  decreased to 22.21%
         during the six months  ended June 30,  2002  compared to 24.65% for the
         same  period  in 2001  due to the  higher  legal  fees  and  facilities
         expenses  incurred  by the  company  during  the same  periods in 2001.
         During 2002, the company utilized its resources  efficiently due to the
         economic and market conditions in Hong Kong.

         Other  Income:  Other  income was $44,873 and $66,862 for the three and
         six months ended June 30, 2002  compared to $48,174 and $50,072 for the
         same periods in 2001.  Other income decreased during three months ended
         June 30, 2002 compared to the same period in 2001  primarily due to the
         increase  of  $12,500  in  interest  earned on a  promissory  note to a
         shareholder  in three  months  ended  June 30,  2002  offset  by higher
         increase  of  miscellaneous  income by $17,688 and  increased  interest
         expense by $3,673 for the same period in 2001.  The Company earned $514
         and $7,553  during the three and six months  ended June 30, 2002 on its
         equity  investment in ETNS Singapore,  Pte. Ltd compared to earnings of
         $2,300 and $17,294 for the same periods in 2001.

         Comprehensive loss: The Company's  investments  comprised of marketable
         securities, all classified as available-for-sale,  are carried at their
         fair value based upon the quoted  market prices of the  investments  at
         June 30, 2002 and 2001, respectively. Accordingly, unrealized gains and
         losses are  included  in  stockholders'  equity as other  comprehensive
         income or (loss).  The marketable  securities are restricted as of June
         30, 2002 and  therefore  not  included in current  assets.  The company
         recorded an  unrealized  loss of $90,000 and $270,000  during the three
         and six months  ended June 30, 2002  compared to $180,000  for the same
         periods in 2001.

         Liquidity  and  Capital  Resources:  The  Company's  principal  capital
         requirements  during the year 2002 are to fund the internal  operations
         and fund the  acquisitions  of growth  oriented  telecommunication  and
         related  businesses in China and Hong Kong.  The Company plans to raise
         necessary funds by selling its own common shares to selected  investors
         and bringing in business partners whose contributions include necessary
         cash.

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



         As  shown  in  the  accompanying  financial  statements,   ElephantTalk
         incurred a net loss of  $1,043,373  for the six  months  ended June 30,
         2002 as  compared  to a net loss of  $1,264,726  for the same period in
         2001.  Additionally,  ElephantTalk's  current liabilities  exceeded its
         current  assets by  $2,132,017  at June 30,  2002.  These  factors  and
         ElephantTalk's  inability  to meet its debt  obligations  from  current
         operations,  and the need to raise  additional  funds to accomplish its
         objectives,  create a substantial doubt about ElephantTalk's ability to
         continue as a going  concern..  On April 11 and 16,  2002  ElephantTalk
         filed two  registration  statements  with the  Securities  and Exchange
         Commission to issue  4,000,000  shares in aggregate,  that will provide
         the necessary capital to settle certain  obligations of the consultants
         and to continue its operations during 2002.

         Operating  activities.  During the six months ended June 30, 2002,  net
         cash used in operating  activities amounted to $236,507 compared to net
         cash used in operating activities of $455,316 during the same period in
         2001.  The decrease in net cash used in operating  activities  resulted
         primarily  due to the  decrease  in  loss  during  the  six  months  of
         $221,353,  adjustment to the loss non cash items of loss on abandonment
         of  property  and  equipment  of  $93,651,  non cash  increase of notes
         receivable of $112,500  issuance of shares in lieu of compensation  and
         services  amounting  to  $579,200  and due to  increase  in cash due to
         operating  activities  of:  increase  in accounts  receivable  and cash
         overdraft  of  $330,376  and  $167,449,  offset by decrease in accounts
         payable and deferred revenue of $543,266 and $83,946, respectively.

         Investing activities.  Net cash used in investing activities during the
         six months ended June 30, 2002,  was zero  compared to net cash used in
         purchase of property and equipment of $38,783 during the same period in
         2001.

         Financing activities.  Net cash provided by financing activities during
         the six months  ended June 30, 2002 was  $239,637  compared to $504,446
         during  the same  period in 2001.  Increase  was  primarily  due to net
         proceeds received from related parties amounting to $273,061.

         As a result of the above  activities,  the  Company  experienced  a net
         increase in cash of $3,130 for the six months ended June 30, 2002.  The
         ability  of  ElephantTalk  to  continue  as a going  concern  is  still
         dependent on its success in  obtaining  additional  financing  from the
         institutional  investors or by selling its common shares and fulfilling
         its plan of restructuring as outlined above.







                                      F-14
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     (formerly known as Staruni Corporation)
                          OTHER INFORMATION (UNAUDITED)
                                  JUNE 30, 2002

PART II

ITEM 1   Legal Proceedings

         None.

ITEM 2   Changes in Securities

         None.

ITEM 3   Defaults Upon Senior Securities

         Not applicable

ITEM 4   Submission of Matters to Vote of Securities Holders

         None

ITEM 5   Other Information

         None

ITEM 6   Exhibits and Reports on Form 8-K

         a) Exhibits
         None.

         b) Reports on Form 8-K

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




















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


                                   SIGNATURES

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



                                         Elephant Talk Communications, Inc.

Date:  August 9, 2002                    By: /s/ Russelle Choi
                                             --------------------------------
                                             Russelle Choi
                                             President & Chief Executive Officer





































                                      F-16