SecProbe.io

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

July 13, 2005

Via fax: (202) 772-9205
-----------------------

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:

Please  review the attached  response to Comment No. 7 of your letter dated June
20, 2005. Should you have further questions, please let me know.

Sincerely,

Manu Ohri
Chief Financial Officer

Attachments

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Response to Comment No. 7 - June 20, 2005 Letter from SEC
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And Note 16:  Subsequent Events, page F-24, May 5, 2005 Letter from SEC
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Please  review the  attached  supporting  information  with respect to the above
referenced comment:

Background of the transaction:
On April 3, 2004,  Elephant Talk  Communications,  Inc. (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. True Precise agreed to provide  exclusive  technical
consultancy  and advisory  services to General  System  through its wholly owned
foreign  enterprise  subsidiary Urumqi Jingyi Technology  Limited ("UJT"), a PRC
company.  On  January  5,  2005,  the  Company  and Keen  Solution  completed  a
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 providing exclusive technical consultancy and
advisory  services  to  General  System  for  a  service  fee  of  RMB10,000,000
(US$1,204,820)  per year for a  contractual  term of ten (10) years.  On May 10,
2005,  the Company issued to Keen Solution the remaining  19,137,500  restricted
common shares valued at $956,875 as the balance of consideration to complete its
obligation.

The  Company  recorded  its 60%  equity  investment  in True  Precise  valued at
$1,436,875 by issuance of its 23,137,500  restricted  common shares. As a result
of this  acquisition,  True Precise  became a majority  owned  subsidiary of the
Company. The Company recorded an intangible asset named "Contractual  Agreement"
amounting  to  $1,360,248  being the  difference  between the fair value of True
Precise's net assets received over the  consideration  paid by the Company.  The
value  of  Contractual  Agreement  will  be  amortized  over  the  life  of  the
contractual term of ten (10) years.

The Company  reviewed the  applicability of the True Precise  transaction  under
FASB  Interpretation No. 46 "Consolidation of Variable Interest  Entities",  and
discussed its scope and applicability with Dave Walz, SEC Staff Accountant,  and
Carlos Pacho, Senior Assistant Chief Accountant on July 11, 2005. Based upon the
discussions,  it was determined that the True Precise  acquisition does not fall
under the scope and  applicability  of FASB  Interpretation  No. 46.  Also,  the
acquisition  of 60%  ownership  in True  Precise was not  considered  a business
combination under FASB 141, `Business Combinations' because True Precise did not
meet the definition of a business under EITF 98-3.

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