Exhibit
      14.1





**ELEPHANT
      TALK COMMUNICATIONS, INC.**


**CODE
      OF ETHICS**








April
      2006








This
      Elephant Talk Communications, Inc. Code of Ethics (this “Code”) applies to all
      officers, directors and employees of Elephant Talk Communications, Inc. (the
      “Company”). The Company expects all of its officers, directors and employees to
      act in accordance with the highest standards of personal and professional
      integrity in all aspects of their activities, to comply with all applicable
      laws, rules and regulations, to deter wrongdoing and abide by the policies
      and
      procedures adopted by the Company.





Accordingly,
      you agree to:





Engage
      in
      and promote honest and ethical conduct, including the ethical handling of actual
      or apparent conflicts of interest between personal and professional
      relationships;





Avoid
      conflicts of interest and to disclose to the Chairman of the Nominating and
      Corporate Governance Committee of the Company (or, if none, to the Board of
      Directors) any material transaction or relationship that reasonably could be
      expected to give rise to such a conflict;





Take
      all
      reasonable measures to protect the confidentiality of non-public information
      about the Company and their customers obtained or created in connection with
      your activities and to prevent the unauthorized disclosure of such information
      unless required by applicable law or regulation or legal or regulatory
      process;





Produce
      full, fair, accurate, timely, and understandable disclosure in reports and
      documents that the Company files with, or submits to, the Securities and
      Exchange Commission and other regulators and in other public communications
      made
      by the Company;





Comply
      with applicable governmental laws, rules and regulations, as well as the rules
      and regulations of self-regulatory organizations of which the Company is a
      member; and





Promptly
      report any possible violation of this Code of Ethics to the Chairman of the
      Nominating and Corporate Governance Committee of the Company.





You
      are
      prohibited from directly or indirectly taking any action to fraudulently
      influence, coerce, manipulate or mislead the Company’s independent public
      auditors for the purpose of rendering the financial statements of the Company
      or
      its subsidiaries misleading.





You
      understand that you will be held accountable for your adherence to this Code
      of
      Ethics. Your failure to observe the terms of this Code may result in
      disciplinary action, up to and including termination of employment. Violations
      of this Code may also constitute violations of law and may result in civil
      and
      criminal penalties for you and/or the Company.





You
      are
      encouraged to contact the Chairman of the Nominating and Corporate Governance
      Committee of the Company when in doubt about, or if you have any questions
      regarding, the best course of action in a particular situation. You are also
      encouraged to report violations of laws, rules regulations or this Code to
      the
      Chairman of the Nominating and Corporate Governance Committee of the Company,
      including, but not limited to, any concerns you have regarding the Company
      concerning fraud, accounting, internal accounting controls or auditing matters.
      You may choose to remain anonymous in reporting any possible violation of this
      Code. The Company will not allow retaliation against anyone for reports made
      in
      good faith.





You
      should communicate any suspected violations of this Code promptly to the
      Chairman of the Nominating and Corporate Governance Committee of the Company.
      Violations will be investigated by the Board of Directors of the Company or
      by
      persons designated by the Board of Directors of the Company, and appropriate
      disciplinary action will be taken in the event of any violations of this Code,
      including termination of employment or, in the case of any director, refusal
      by
      the Nominating and Corporate Governance Committee (or the entire Board of
      Directors or another committee performing a similar function) to nominate such
      director for re-election if such director has not been previously terminated
      for
      cause.





Any
      waiver of this Code for any director or executive officer may be made only
      by
      the Board of Directors of the Company and must be disclosed either on a Current
      Report on Form 8-K within the period required by that Form 8-K or in any other
      manner permitted by the Securities and Exchange Commission or any securities
      exchange.








**YOUR
      PERSONAL COMMITMENT TO**


**THE
      ELEPHANT TALK COMMUNICATIONS, INC.**


**CODE
      OF ETHICS**








I
      acknowledge that I have received and read the Elephant Talk Communications,
      Inc.
      Code of Ethics, dated April 2006, and understand my obligations as an officer,
      director and/or employee to comply with the Code of Ethics.





I
      understand that my agreement to comply with the Code of Ethics does not
      constitute a contract of employment.











Please
                sign here: _________________________________
            Date:
                ___________________











Please
      print your name: ____________________________











This
      signed and completed form must be returned to your manager or designated human
      resources professional.