SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                                                 438 East Katella Ave, Suite 217
Elephant Talk                                    Orange, California 92867
   Communications, Inc.                          Tel: (714) 288 1570
              OTC: ETLK                          Fax: (714) 288 2045

June 6, 2005

Mr. Dave Walz
United States Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D.C. 20549

         Re:  Elephant Talk Communications, Inc.
              Form 10-K for the fiscal year ended December 31, 2004
              Filed April 1, 2005
              File No. 0-30061

Dear Mr. Walz:

We  received  your  correspondence  dated  May  5,  2005  requesting  additional
information or explanations  to certain items contained in the above  referenced
filing.

Attached please find the Company's responses to your queries. Please let me know
if you need any further clarifications.

Sincerely,

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

Attachment

<PAGE>

Item 8a.  Controls and Procedures, page 29.
------------------------------------------

Comments 1, 2 and 3.
--------------------

Our Chief  Executive  Officer,  President,  and  Chief  Financial  Officer  (the
"Certifying   Officers")  are  responsible  for   establishing  and  maintaining
disclosure controls and procedures for the Company. The Certifying Officers have
designed  such  disclosure  controls  and  procedures  to ensure  that  material
information is made known to them,  particularly during the period in which this
report was prepared. The Certifying Officers have evaluated the effectiveness of
the  Company's  disclosure  controls  and  procedures  were as of the end of the
period  covered by the filing of this  report,  and believe  that the  Company's
disclosure  controls and procedures  are effective in ensuring that  information
required to be disclosed is accumulated and communicated to management including
our CEO and CFO to allow timely decisions regarding required disclosures.  There
have been no changes in Company's  internal  control over  financial  reporting,
that  occurred  during  the  fiscal  year that has  materially  affected,  or is
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

Consolidated Statements of Operations and Comprehensive Loss, Page F-5
----------------------------------------------------------------------

4. In April 1999, the Company issued  5,500,000 common shares for $991,581 under
a Rule 504  Regulation  D offering.  The Company  received  $529,500 in cash and
$51,300 in services  rendered.  The remaining  $410,781 in stock issued remained
unpaid and was offset  against the share capital in the financial  statements as
of December  31,  2002.  These  subscribed  and issued,  but unpaid  shares were
covered by the promissory notes payable to the Company. The promissory notes are
secured with recourse in corporate stock of an unrelated  corporation,  and were
due and  payable on or before  March 28,  2002.  The  Company has been unable to
collect on the  promissory  notes,  and has  recorded  $410,781  in expense as a
provision for uncollectible stock  subscriptions  during the year ended December
31, 2004.

5. The  Company  recorded a bad debt  expense of $0  against  trade  receivables
during the year ended December 31, 2004.

Consolidated Statements of Operations and Comprehensive Loss, Page F-6
----------------------------------------------------------------------

6. The Company  disposed off its marketable  securities and recorded a loss as a
result of its settlement in January 2003. In connection  with its disposition of
marketable securities, the company eliminated the comprehensive loss of $553,187
at December 31, 2003 as the Company did not have the marketable securities as of
December 31, 2003.

                                       1

<PAGE>

Consolidated Statements of Cash Flows, Page F-7
-----------------------------------------------

7. The Company  provided  an  allowance  for bad debts of  $400,000  against the
amount  receivable  from an entity for which the Company had guaranteed the debt
payable to a bank.  The entity was in default in making  monthly loan  payments.
Therefore,  the Company reserved the entire amount of loan as uncollectible  for
the year ended December 31, 2003.

The Company recorded $0 in provision for bad debts for the period ended December
31, 2004. Upon review of our statement of cash flows for the year ended December
31, 2004, we discovered that the Company should have recorded a non-cash item of
$500,000  in accrued  expenses  instead  of as a  provision  for bad debts.  The
Company  believes  that this will not have a  material  affect on its  financial
statements for the year ended December 31, 2004.

Note 1: Summary of Significant Accounting Policies and Organization,
--------------------------------------------------------------------
        Revenue Recognition, page F-8
        -----------------------------

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

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

Note 6: Due from Related Parties, page F-16
-------------------------------------------

9. The Company  recorded the debt associated with the personal  guarantees under
the footnote disclosure Note 7 Notes payable.

Note 11:  Commitments and Contingencies, Guarantees, page F-22
--------------------------------------------------------------

10. The Company recorded the three installment loans of $628,566 as Note Payable
when the Company  obtained funding from the bank. The Company recorded the debit
to "Bank  account" when cash received by the Company from the bank.  The Company
recorded  a debit to "Due  from  related  parties"  when the funds  obtained  by
related parties were guaranteed by the Company with an offsetting credit to Note
Payable.

                                       2

<PAGE>

Note 16:  Subsequent Events, page F-24
--------------------------------------

11.  Please  review the  attached  supporting  information  with respect to this
subsequent event footnote disclosure:

On April 3,  2004,  the  Company  signed a Share  Exchange  Agreement  with Keen
Solution Group Limited (Keen Solution), a company incorporated in British Virgin
Island ("BVI"), to acquire from Keen Solution,  60% equity ownership interest in
Urumqui General System Technology  Company Ltd.  ("General  System"),  a company
registered in the Peoples  Republic of China (PRC). As a  consideration  for the
acquisition,  on July 26, 2004, the Company issued 4,000,000  restricted  common
shares  valued  at  $480,000  as the  earnest  deposit  to  Keen  Solution.  The
transaction could not be completed due to the rules and regulations  relating to
telecommunication  companies enforced by the Ministry of Information Industry in
China for foreign companies.

The parties  restructured the Share Exchange  Agreement  whereby,  Keen Solution
formed True Precise  Technology  Limited ("True  Precise"),  a limited liability
company registered in BVI, as a vehicle to complete the transaction.  On January
5, 2005,  the Company and Keen Solution  completed the  transaction  whereby the
Company  through its 60% equity  ownership  interest in True Precise,  agreed to
issue an  additional  19,137,500  restricted  common  shares to Keen Solution in
exchange for an exclusive  technical services agreement for providing  technical
consulting  and  advisory  services  to  General  System  for a  service  fee of
RMB10,000,000  (US$1,204,820)  per year. Since the Company was unable to acquire
General  System,  earning the technical  service fees did not give effect to the
acquisition  on Form 8-K.  Therefore,  the  Company  did not file the  pro-forma
financial  statements of the Company giving effect to the acquisition of General
Systems.

                                       3

</TEXT>
</DOCUMENT>