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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
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                                   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, 2003

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

        For the transition period from ______________ to _______________


                        Commission File Number: 000-30061


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



                                   California
         (State or other jurisdiction of incorporation or organization)

                                   95-4557538
                        (IRS Employer Identification No.)

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

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

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

As of June 30, 2003, Elephant Talk Communications, Inc. had 24,783,059 shares
of Common Stock Outstanding.

Transitional Small Business Disclosure Format (check one):

           Yes [  ]                                       No [ X ]







                                       1
<PAGE>



               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

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

Item 1.    Financial Statements

           Consolidated Balance Sheets at June 30, 2003 (Unaudited)       3

           Consolidated Statements of Operations for the Three
           Months and Six Months ended June 30, 2003 and 2002
           (Unaudited)                                                    4

           Consolidated Statements of Cash Flows for the Six
           Month ended June 30, 2003 and 2002 (Unaudited)                 6

           Notes to the Consolidated Financial Statements (Unaudited)     8

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


PART II  OTHER INFORMATION

Item 1.    Legal Proceedings                                             18

Item 2.    Changes in Securities                                         18

Item 3.    Defaults upon Senior Securities                               18

Item 4.    Submission of Matters to Vote of Security Holders             18

Item 5.    Other Information                                             18

Item 6.    Exhibits and Reports on Form 8-K                              18

Signatures and Certifications                                            19

Exhibit 99.1 Certification pursuant to Section 906 of the
           Sarbanes-Oxley Act of 2002                                    24








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


               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)


                                       ASSETS                     June 30, 2003
                                       ------                     -------------


CURRENT ASSETS
  Cash and cash equivalents                                        $    36,371
  Accounts receivable, net                                             346,456
  Prepaid expenses and other current assets                            361,567
                                                                   -----------
     Total Current Assets                                              744,394
                                                                   -----------

PROPERTY AND EQUIPMENT - NET                                           532,588
                                                                   -----------

OTHER ASSETS
   Due from related parties                                            114,647
   Investment in ETNS Singapore Pte., Ltd.                             201,254
   Investments, net                                                     10,835
                                                                   -----------
     Total Other Assets                                                326,736
                                                                   -----------

TOTAL ASSETS                                                       $ 1,603,718
------------                                                       ===========






















          See accompanying notes to consolidated financial statements.

                                       3

<PAGE>

               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY      June 30, 2003
                    ----------------------------------------      -------------

CURRENT LIABILITIES
   Cash overdraft                                                  $   157,032
   Accounts payable and customer deposits                              962,215
   Deferred revenue                                                    131,756
   Accrued expenses and other payables                                 817,972
   Factor payable                                                      198,205
   Capital lease liability, current portion                             14,018
  Due to related parties                                               823,706
                                                                   -----------
     Total Current Liabilities                                       3,104,904

LONG-TERM LIABILITIES
Note payable                                                           282,051
                                                                   -----------

TOTAL LIABILITIES                                                    3,386,955
                                                                   -----------


STOCKHOLDERS' DEFICIENCY
    Preferred Stock Class B, no par value,
     5,000,000 shares authorized, 0 shares issued and outstanding          --
    Common stock, no par value, 250,000,000 shares authorized,
     42,678,638 shares issued and outstanding, respectively          6,142,363
    Treasury Stock, 17,895,579 shares of common stock               (1,288,482)
    Accumulated comprehensive loss, net                               (553,187)
    Accumulated deficit                                             (6,083,931)
                                                                   -----------
     Total Stockholders' Deficiency                                 (1,783,237)
                                                                   -----------

  TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                   $ 1,603,718
  ----------------------------------------------                   ===========













          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                       AND COMPREHENSIVE LOSS (UNAUDITED)

<TABLE>
                                     For the Three Months Ended June 30   For the Six Months Ended June 30
                                                  ---------------------------------  -----------------------------
                                                         2003            2002            2003            2002
                                                     ------------    ------------    ------------    ------------
 <S>                                                 <C>             <C>             <C>             <C>
Net sales                                            $    148,310    $  1,260,675    $    524,460    $  4,208,553

Cost of sales                                              95,673       1,247,805         462,487       4,093,815
                                                     ------------    ------------    ------------    ------------

Gross profit                                               52,637          12,870          61,973         114,738
                                                     ------------    ------------    ------------    ------------
Operating expenses:
   Selling, general and administrative                    516,194         661,557         764,072         934,930
   Depreciation and amortization                           63,448         140,436         126,542         289,243
                                                     ------------    ------------    ------------    ------------

Total operating expenses                                  579,642         801,993         890,614       1,224,173
                                                     ------------    ------------    ------------    ------------

Loss from continuing operations                          (527,005)       (789,123)       (828,641)     (1,109,435)

Other income (expense):
   Equity in earnings (loss) of affiliate                 (14,773)            514         (32,999)          7,553
   Loss on settlement                                          --              --        (270,613)             --
   Interest expense                                        (5,410)        (12,567)        (21,368)        (22,617)
   Interest income                                             --          25,000              --          50,000
   Other                                                      389          31,926             389          31,926
                                                     ------------    ------------    ------------    ------------

Total other income (expense)                              (19,794)         44,873        (324,591)         66,862
                                                     ------------    ------------    ------------    ------------

Loss before income tax                                   (546,799)       (744,250)     (1,153,232)     (1,042,573)

Income tax                                                    --              800             800             800
                                                     ------------    ------------    ------------    ------------

Net loss                                             $   (546,799)   $   (745,050)   $ (1,154,032)   $ (1,043,373)
                                                     ------------    ------------    ------------    ------------
Other comprehensive loss:
   Unrealized loss on available for-sale
   securities                                                  --         (90,000)             --        (270,000)

                                                     ------------    ------------    ------------    ------------
Comprehensive loss                                   $   (546,799)   $   (835,050)   $ (1,154,032)   $ (1,313,373)
                                                     ============    ============    ============    ============

Basic and fully diluted loss per common share:       $      (0.02)   $      (0.02)   $      (0.05)   $      (0.03)
                                                     ------------    ------------    ------------    ------------
Weighted average number of shares outstanding
  - Basic and fully diluted                            24,247,925      35,815,910      24,296,429      35,224,689
                                                     ============    ============    ============    ============
</TABLE>











          See accompanying notes to consolidated financial statements.

                                       5
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
                                                                                   Six Months Ended
                                                                             June 30, 2003  June 30, 2002
                                                                             -------------  -------------
<S>                                                                          <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                     $(1,154,032)   $(1,043,373)
 Adjustments to reconcile net loss to net cash
  (used in) operating activities:
 Depreciation and amortization                                                    126,542        289,243
 Non cash increase of notes receivable                                                 --       (112,500)
 Shares Issued in lieu of compensation and services                               158,200        579,200
 Loss on abandonment of property and equipment                                         --         93,651
 Loss on settlement                                                               270,613             --
 Write off of due from related party                                              560,000             --
 Equity in (income) loss of unconsolidated affiliate                               32,999         (7,553)
 Changes in operating assets and liabilities:
   (Increase) Decrease in:
    Accounts receivable                                                           137,206        330,376
    Prepaid expenses and Carrier deposits                                         107,187         88,538
   Increase (Decrease) in:
    Cash overdraft                                                                (11,020)       167,449
    Accounts payable and accrued expenses                                        (503,791)      (543,266)
    Deferred revenue                                                               52,819        (83,946)
    Other payables and customer deposits                                               --          5,674
                                                                              -----------    -----------
       Net cash used in operating activities                                     (223,277)      (236,507)
                                                                              -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of property and equipment                                               (7,349)            --
 Purchase of investments                                                          (10,835)            --
                                                                              -----------    -----------
       Net cash used in investing activities                                      (18,184)            --
                                                                              -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Payments on capital lease payable                                                (30,434)       (33,424)
 Proceeds from related parties, net                                               302,733        273,061
                                                                              -----------    -----------
       Net cash provided by financing activities                                  272,299        239,637
                                                                              -----------    -----------

NET INCREASE IN CASH & CASH EQUIVALENTS                                            30,838          3,130

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

CASH & CASH EQUIVALENTS, END OF THE PERIOD                                    $    36,371    $    21,704
------------------------------------------                                    ===========    ===========
</TABLE>













                See accompanying notes to financial statements.

                                       6
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
<TABLE>
                                                                                   Six Months Ended
                                                                             June 30, 2003  June 30, 2002
                                                                             -------------  -------------
<S>                                                                           <C>            <C>
Interest paid                                                                 $    21,368    $    22,618

Income tax paid                                                               $       800    $       800



SUPPLEMENTAL DISCLOSURE OF NON - CASH INVESTING AND FINANCING ACTIVITIES:
-------------------------------------------------------------------------
Write down in value of investments                                            $         -    $         -
</TABLE>

The cash flow statement does not include effects of the settlement with
Hartcourt. The Company returned the shares of Hartcourt it was holding as
investment and received its shares held by Hartcourt, and settlement of notes
payable and receivable with Hartcourt (Note 5).

































          See accompanying notes to consolidated financial statements.

                                       7
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2003


NOTE 1:   Organization and Nature of Operations
          -------------------------------------

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

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

NOTE 2:   Basis of Presentation
          ---------------------

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

                                       8
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2003

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

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

NOTE 3:   Principles of Consolidation
          ---------------------------

          The  accompanying  consolidated  financial  statements  for the  three
          months  and six  months  ended  June 30,  2003 and  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.  All  significant  inter-company  accounts  and
          transactions  have been eliminated in  consolidation.  The merger with
          Elephant Talk Limited has been accounted for as a purchase and treated
          as a reverse  acquisition  since the former  shareholders  of Elephant
          Talk Limited control the majority of the outstanding  shares of common
          stock of the Company immediately  following the acquisition on January
          4, 2002.

NOTE 4:   Recent Pronouncements
          ---------------------

          On April 30,  2003,  the FASB  issued  FASB  Statement  No. 149 ("SFAS
          149"),  "Amendment  of Statement  133 on  Derivative  Instruments  and
          Hedging  Activities".  FAS 149 amends  and  clarifies  the  accounting
          guidance on (1) derivative  instruments  (including certain derivative
          instruments  embedded in other  contracts) and (2) hedging  activities
          that fall  within the scope of FASB  Statement  No. 133 ("SFAS  133"),
          Accounting for Derivative Instruments and Hedging Activities. SFAS 149
          also amends certain other existing  pronouncements,  which will result
          in more  consistent  reporting of contracts  that are  derivatives  in
          their  entirety or that  contain  embedded  derivatives  that  warrant
          separate  accounting.  SFAS 149 is effective (1) for contracts entered
          into or modified after June 30, 2003, with certain exceptions, and (2)
          for hedging relationships designated after June 30, 2003. The guidance
          is to be  applied  prospectively.  The  Company  does not  expect  the
          adoption  of SFAS No. 149 to have a material  impact on its  financial
          position or results of operations or cash flows.

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


                                       9
<PAGE>
              ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2003

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

NOTE 5:   Stockholders' Equity
          --------------------

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

          Issuance of common stock: On June 30, 2003, the Company issued 648,350
          common  shares  valued at $50,000 as  compensation  to  directors  for
          attending Board meetings. The common shares were valued at the closing
          market  price of the  common  shares on the  first  day of each  month
          starting  January 1, 2003.  The  Company  also issued  332,078  common
          shares valued at $25,000 to certain key employees as performance bonus
          and  260,000  common  shares  to  consultants  valued at  $83,200  for
          providing  consulting services to the Company.  The common shares were
          valued at the market price on the date of issuance.

          As part of the merger agreement that completed on January 4, 2002, the
          Company issued 31,164,210 common shares to the former  shareholders of
          Elephant  Talk  Limited.   In  addition,   pursuant  to  a  letter  of


                                       10
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2003


          understanding,  on January  2, 2002,  the  Company  sold the  business
          operations of Staruni  Corporation to Vision  Aerospace,  Inc.,  owned
          principally by a former officer of Staruni for 1,000,000 shares of the
          common stock of Vision Aerospace, Inc.

          The Company has chosen to value the  investment  in Vision  Aerospace,
          Inc.  at  $10,835  being the net value of assets  and  liabilities  in
          exchange for 1,000,000 shares.

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

NOTE 6:   Supplemental Disclosure of Cash Flows
          -------------------------------------

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

          As of June 30, 2003,  the Company  issued 648,350 common shares valued
          at  $50,000 to  Directors  as  compensation  for  attending  the Board
          meetings.  The Company also issued  332,078  common  shares  valued at
          $25,000 to certain  key  employees  as  performance  bonus and 260,000
          common shares valued at $83,200 to consultants for providing services.

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

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


                                       11
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2003


NOTE 7:   Basic and Diluted Net Loss Per Share
          ------------------------------------

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

NOTE 8:   Going Concern
          -------------

          The accompanying financial statements have been prepared in conformity
          with  generally  accepted  accounting  principle,   which  contemplate
          continuation of the Company as a going concern.  However,  the Company
          has accumulated deficit of $6,083,931 including net loss of $1,154,032
          for the  six  months  ended  June  30,  2003.  In view of the  matters
          described  below,  recoverability  of a major  portion of the recorded
          asset  amounts  shown in the  accompanying  balance sheet is dependent
          upon continued  operations of the Company,  which in turn is dependent
          upon  the  Company's  ability  to  raise  additional  capital,  obtain
          financing and to succeed in its future operations.

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

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

















                                       12
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
                                  JUNE 30, 2003

PART 1

ITEM 2    Management Discussion and Analysis or Plan of Operation

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

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

          Background of Elephant Talk Limited:

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

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





                                       13
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
                                  JUNE 30, 2003

          Because of this, Elephant Talk Limited has secured termination options
          outside Asia by entering into international  operating agreements with
          foreign-based   telecommunications  carriers,  including  AT&T  Corp.,
          Global Crossing, Frontier Telecom Ltd. and MCI WorldCom Inc.

          Capitalizing  on a unique  position to gain market share in Asia,  the
          Company has leveraged  Elephant Talk Limited's early entrant status by
          forging a stronger  position in the People's Republic of China ("PRC")
          by forging an increasing number of strategic  relationships.  In 1996,
          only  one-third of Elephant Talk Limited's  traffic  terminated in the
          PRC. The traffic  increased to approximately  70% in 1998, and to over
          80% in 1999-2000. In keeping with the extremely difficult economic and
          market  conditions for  telecommunications  industry in Hong Kong, the
          Company reported  disappointing first 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, 2003 and 2002  consisted of primarily the operations of ETCI,
          100%  owned  subsidiary  Elephant  Talk  Limited,  and  a  39%  equity
          investment in ETNS Singapore Pte, Ltd.

          Revenues  and Cost of  revenues:  The  Company  reported  revenues  of
          $148,310 and  $524,460  during the three and six months ended June 30,
          2003 compared to  $1,260,675  and  $4,208,553  for the same periods in
          2002. Revenues consisted of telecommunications  services such as voice
          and data  transmission  like IDD,  pre-paid  calling cards,  eTalk and
          facsimile  services  provided to a wide range of  customers  including
          major  telecommunication  companies  to  retail  customers  in the US,
          Europe,  China,  Indonesia,  New Zealand and Hong Kong. The most major
          component  of the  decline  in  the  current  year  comes  from  price
          compression for long distance  business voice services and a loss of a
          number of key  customers.  Our  international  business  continues  to
          experience  significant  price  pressure  on its  products.  The sales
          decline  was also a result of SARS in Hong  Kong in the early  part of
          the  year  when  new  customers   acquisition  campaigns  need  to  be
          postponed.  The  wholesale  market  continued  to be  extremely  price
          competitive,  and this, in addition to  bankruptcies in some customers
          and industry players,  a reduction in circuits  connected to customers
          related to their internal  network  consolidation,  contributed to the
          quarter-over-quarter  decrease.  Wholesale  revenues  during 2003 were
          also impacted by continuous proactive revenue initiatives,  which were
          made to improve  the  quality of the  wholesale  revenue  stream as we
          shift our focus from revenue  growth to cash  generation.  Alternative
          channels and small  business  includes  sales  agents and  affiliates,
          wholesale alternative channels, small business, prepaid calling card.






                                       14
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
                                  JUNE 30, 2003

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

          Cost of revenue was $95,673 and  $462,487 for the three and six months
          ended June 30, 2003 compared to $1,247,805 and $4,093,815 for the same
          periods in 2002.  Cost of  revenues  included  the costs in  providing
          resale  arrangements  with long distance  service  providers,  cost of
          leasing transmission  facilities,  international  gateway switches for
          voice, data transmission and facsimile services,  discounts offered on
          eTalk  cards sold and direct  costs  incurred in  promoting  Bruce Lee
          Commemorative  Calling  Cards.  Gross  margins  for the  three and six
          months ended June 30, 2003  increased  to 35.5% and 11.8%  compared to
          1.0% and 2.7% for the same periods in 2002.  It was due to the  change
          in the revenue mix for the services  provided to the customers as well
          as the direct  result of the pricing  pressure in the telecom  markets
          without   adequate  volume  offsets.   The  unexpired  fixed  facility
          contracts has adversely impacted our cost since we need to account for
          facility lines not used through our re-focus, the impact would be on a
          short term basis as most of such  contracts will be expired within Q2,
          2003. The Company  launched Bruce Lee  Commemorative  Calling Cards in
          June 2003 and incurred expenses in relation to copyright, printing and
          distribution.  When the  cards  are sold in the  market,  the  Company
          anticipates  expenses incurred to be substantially offset by the sales
          made.  Although our mix improved towards a preferred blend of pre-paid
          mode versus post-paid mode, our  international  business  continues to
          experience significant price pressure on its products.  Both the local
          voice revenue and long-distance  revenue decreases were  significantly
          impacted by continued weakness in the telecommunications  industry and
          ongoing    economic    and    competitive    pressures    from   other
          telecommunications services providers in our Hong Kong and the world.

          Selling,  general and administrative  expenses (S,G&A): S,G&A expenses
          were $516,194 and $764,072 for the three and six months ended June 30,
          2003  compared to $661,557  and $934,930 for the same periods in 2002.
          S,G&A expenses as a percentage of revenues  increased during the three
          and six months  ended June 30, 2003  compared  to the same  periods in
          2002,  primarily due to the Company's  revenue base  reduction by 88%.
          The  Company   reduced  its   payroll  and  other   expenses   through
          right-sizing of the organization. Depreciation expense was $63,448 and
          $126,542 in the three and six months  ended June 30, 2003  compared to
          $140,436 and $289,243 for the same periods in 2002.





                                       15
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
                                  JUNE 30, 2003

          Other Income and Expenses:  Interest income was zero for the three and
          six months ended June 30, 2003 compared to $25,000 and $50,000 for the
          same  periods  in 2002.  Interest  income was  earned  primarily  on a
          promissory note to a shareholder. Owing to completion of spin-off with
          the said  shareholder  on January 4, 2003,  the Company  returned  the
          promissory  note to the shareholder and recorded a loss of $270,613 as
          part of the final settlement upon separation from the shareholder. The
          Company also  recorded a loss of $14,773 and $32,999 for the three and
          six months June 30, 2003 on its equity  investment in ETNS  Singapore,
          Pte.,  Ltd.  compared  to  earnings  of $514 and  $7,553  for the same
          periods in 2002.

          Comprehensive  loss: In 2002, The Company's  investments  comprised of
          marketable  securities,  all  classified as  available-for-sale,  were
          carried at their fair value based upon the quoted market prices of the
          stock.  Accordingly,  unrealized  gains and  losses  are  included  in
          stockholders'  equity as other comprehensive  income or (loss).  There
          are no  marketable  securities  as of  June  30,  2003  since  all the
          securities  have been returned to the  shareholder on January 4, 2003,
          while in the first quarter of 2002,  they were recorded as part of the
          current assets. The company recorded an unrealized loss of zero during
          the three and six months  ended June 30, 2003  compared to $90,000 and
          $270,000 for the same periods in 2002.

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

          Operating  activities:  The loss from operations during the six months
          ended June 30,  2003 was  $1,154,032  primarily  due to the expense of
          $270,613  recorded in  settlement  with a  shareholder  as a result of
          spin-off on January 4, 2003,  write off of $560,000  due from  related
          party,  and a  loss  of  $32,999  recorded  on  the  company's  equity
          investment    in   an    unconsolidated    affiliate.    Additionally,
          ElephantTalk's  current  liabilities  exceeded  its current  assets by
          $2,360,510  at  June  30,  2003.  These  factors  and   ElephantTalk's
          inability to meet its debt  obligations from current  operations,  and
          the  need to raise  additional  funds to  accomplish  its  objectives,
          create a substantial doubt about ElephantTalk's ability to continue as
          a going concern

          Investing activities. Net cash used in investing activities during the
          six months  ended June 30, 2003 was  $18,184  compared to zero for the
          same period in 2002.

          Financing activities. Net cash provided by financing activities during
          the six months ended June 30, 2003 and 2002 was $272,299 and $239,637,
          respectively.  Net cash was provided due to net proceeds received from
          related  parties  amounting to $302,733 and $273,061 in the six months
          ended June 30, 2003 and 2002, respectively.


                                       16
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
                                  JUNE 30, 2003

          As a result of the above  activities,  the Company  experienced  a net
          increase  in cash of $30,838 for the six months  ended June 30,  2003.
          The ability of  ElephantTalk  to continue as a going  concern is still
          dependent on its success in obtaining  additional  financing  from the
          institutional investors or by selling its common shares and fulfilling
          its plan of restructuring as outlined above.
















































                                       17
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                          OTHER INFORMATION (UNAUDITED)
                                  JUNE 30, 2003

PART II

ITEM 1    Legal Proceedings

          None

ITEM 2    Changes in Securities

          On June 20, 2003,  the Company  issued 260,000 common shares valued at
          $83,200 to consultants for providing  services.  On June 30, 2003, the
          Company issued 307,080 common shares valued at $25,000 to Directors as
          compensation for attending the Board meetings.

ITEM 3    Defaults Upon Senior Securities

          Not applicable

ITEM 4    Submission of Matters to Vote of Securities Holders

          None

ITEM 5    Other Information

          None

ITEM 6    Exhibits and Reports on Form 8-K

          a) Exhibits
          None

          b) Reports on Form 8-K
          None






















                                       18
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                          OTHER INFORMATION (UNAUDITED)
                                  JUNE 30, 2003


                                   SIGNATURES

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



                                Elephant Talk Communications, Inc.

Date:  August 14, 2003          By: /s/ Russelle Choi
                                --------------------------------
                                Russelle Choi
                                President & Chief Executive Officer






































                                       19
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                                 CERTIFICATIONS
                                  JUNE 30, 2003

CERTIFICATION

I, Russelle Choi, certify that:

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

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

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

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

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

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

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

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

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










                                       20
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                                 CERTIFICATIONS
                                  JUNE 30, 2003

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

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


Date:  August 14, 2003

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





































                                       21
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                                 CERTIFICATIONS
                                  JUNE 30, 2003

CERTIFICATION

I, Manu Ohri, certify that:

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

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

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

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

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

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

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

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

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










                                       22
<PAGE>
               ELEPHANT TALK COMMUNICATIONS, INC. AND SUBSIDIARIES
                                 CERTIFICATIONS
                                  JUNE 30, 2003

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

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


Date:  August 14, 2003

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





































                                       23