Schedule of restatement of previously issued financial statements and financial information | December 31, December 31, December 31, 2013 2013 2013 As previously reported Restatement adjustments Restated ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,252,315 $ - $ 1,252,315 Restricted cash 191,600 - 191,600 Accounts receivable, net of an allowance for doubtful accounts of $ 7,693 5,976,879 (882,032 ) 5,094,847 Prepaid expenses and other current assets 2,254,213 - 2,254,213 Total current assets 9,675,007 (882,032 ) 8,792,975 NON-CURRENT ASSETS OTHER ASSETS 1,412,408 - 1,412,408 PROPERTY AND EQUIPMENT, NET 19,786,122 - 19,786,122 INTANGIBLE ASSETS, NET 8,670,677 - 8,670,677 GOODWILL 3,773,226 - 3,773,226 $ 43,317,440 $ (882,032 ) $ 42,435,408 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Overdraft $ 391,436 $ - $ 391,436 Accounts payable and customer deposits 2,586,662 - 2,586,662 Obligations under capital leases (current portion) 1,302,838 - 1,302,838 Deferred Revenue 142,731 129,036 271,767 Accrued expenses and other payables 4,961,303 - 4,961,303 Loans payable 962,654 - 962,654 10 1,719,585 1,033,719 - 1,033,719 Total current liabilities 11,381,343 129,036 11,510,379 LONG TERM LIABILITIES 10 3 726,695 4,779,913 - 4,779,913 Warrant liabilities 1,973,534 - 1,973,534 Non-current portion of obligation under capital leases 845,529 - 845,529 Non-current portion of deferred revenue - 2,364,389 2,364,389 Loan from joint venture partner 602,047 - 602,047 Total long term liabilities 8,201,023 2,364,389 10,565,412 Total liabilities 19,582,366 2,493,425 22,075,791 STOCKHOLDERS' EQUITY Preferred Stock $ 0.00001 50,000,000 0 - - - Common Stock $ 0.00001 250,000,000 140,466,801 248,712,321 - 248,712,321 Accumulated other comprehensive income (loss) 269,869 - 269,869 Accumulated deficit (225,391,922 ) (3,375,457 ) (228,767,379 ) Elephant Talk Communications, Corp. stockholders' equity 23,590,268 (3,375,457 ) 20,214,811 NON-CONTROLLING INTEREST 144,806 - 144,806 Total stockholders' equity 23,735,074 (3,375,457 ) 20,359,617 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 43,317,440 $ (882,032 ) $ 42,435,408 Year end December 31, 2013 As previously reported Restatement adjustments Reclassifications Restated REVENUES $ 22,827,261 $ (3,375,457 ) $ - $ 19,451,804 COST AND OPERATING EXPENSES Cost of service 7,149,153 - 2,240,144 9,389,297 Product development - - 6,091,484 6,091,484 Sales and marketing - - 3,139,015 3,139,015 General and administrative 26,533,283 - (11,470,643 ) 15,062,640 Depreciation and amortization of intangibles assets 6,601,246 - - 6,601,246 Total cost and operating expenses 40,283,682 - - 40,283,682 LOSS FROM OPERATIONS (17,456,421 ) (3,375,457 ) - (20,831,878 ) OTHER INCOME (EXPENSE) Interest income 103,627 - - 103,627 Interest expense (1,064,999 ) - - (1,064,999 ) Interest expense related to debt discount and conversion feature (2,069,649 ) - - (2,069,649 ) Change in fair value of conversion feature 232,267 - - 232,267 Changes in fair value of warrant liabilities 479,322 - - 479,322 Gain / (Loss) on Extinguishment of Debt (2,005,100 ) - - (2,005,100 ) Other income & (expense), net (302,112 ) - - (302,112 ) Amortization of deferred financing costs (248,851 ) - - (248,851 ) Total other income (expense) (4,875,495 ) - - (4,875,495 ) LOSS BEFORE (BENEFIT) PROVISION FOR INCOME TAXES (22,331,916 ) (3,375,457 ) - (25,707,373 ) (Benefit) / provision for income taxes (200,301 ) - - (200,301 ) NET LOSS (22,131,615 ) (3,375,457 ) - (25,507,072 ) OTHER COMPREHENSIVE (LOSS) INCOME Foreign currency translation gain (loss) 1,001,959 - - 1,001,959 COMPREHENSIVE LOSS $ (21,129,656 ) $ (3,375,457 ) $ - $ (24,505,113 ) Net loss per common share and equivalents - basic and diluted $ (0.17 ) $ - $ - $ (0.20 ) Weighted average shares outstanding during the period - basic and diluted 126,259,634 - - 126,259,634 Year ended December 31, 2013 As previously reported Restatement adjustments Restated restated CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (22,131,615 ) $ (3,375,457 ) $ (25,507,072 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 6,601,246 - 6,601,246 Provision for doubtful accounts 22,005 - 22,005 Stock based compensation 8,515,391 - 8,515,391 Change in fair value of conversion feature (232,267 ) - (232,267 ) Change in fair value of warrant liability (479,322 ) - (479,322 ) Amortization of deferred financing costs 248,851 - 248,851 Interest expense relating to debt discount and conversion feature 2,069,649 - 2,069,649 Unrealized foreign currency translation gain (loss) 302,112 - 302,112 (Profit) / Loss on Extinguishment of Debt 2,005,100 - 2,005,100 Changes in operating assets and liabilities: Decrease (increase) in restricted cash 1,052,257 - 1,052,257 Decrease (increase) in accounts receivable (82,763 ) 882,032 799,269 Decrease (increase) in prepaid expenses, deposits and other assets (465,026 ) - (465,026 ) Increase (decrease) in accounts payable and customer deposits (3,415,032 ) - (3,415,032 ) Increase (decrease) in deferred revenue (118,786 ) 2,493,424 2,374,638 Increase (decrease) in accrued expenses and other payables 140,514 - 140,514 Net cash provided by (used in) operating activities (5,967,686 ) - (5,967,686 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (5,898,169 ) - (5,898,169 ) Loan to third party (163,542 ) - (163,542 ) Net cash used in investing activities (6,061,711 ) - (6,061,711 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from 12 1,290,790 - 1,290,790 Proceeds from Share Purchase Agreement Unregistered securities 225,000 - 225,000 Proceeds from Share Purchase Agreement - Registered direct 7,500,000 - 7,500,000 Proceeds from Share Purchase Agreement Related Party 4,500,000 - 4,500,000 Proceeds from 10 2,652,600 - 2,652,600 Proceeds from 10 3 5,305,200 - 5,305,200 Payments on 8 (8,642,149 ) - (8,642,149 ) Exercise of warrants & options 581,142 - 581,142 Cash from Escrow account for principal and interest payments on 8 742,427 - 742,427 Trade note payable (512,732 ) - (512,732 ) Payment of placement & solicitation fees (1,362,124 ) - (1,362,124 ) Net cash provided by financing activities 12,280,154 - 12,280,154 EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS (231,710 ) - (231,710 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 19,047 - 19,047 CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD 1,233,268 - 1,233,268 CASH AND CASH EQUIVALENTS, END OF THE PERIOD $ 1,252,315 $ - 1,252,315 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for interest $ 745,096 $ - $ 745,096 Increase in Share Capital due to Telnicity Acquisition 1,180,000 - 1,180,000 Increase in Share Capital for third party settlement 468,000 - 468,000 Cash paid during the period for income taxes 45,930 - 45,930 Purchase of property and equipment under capital lease agreements 2,620,182 - 2,620,182 September 30, Restatement September 30, 2014 adjustment 2014 (UNAUDITED) Unaudited Unaudited Restated ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,176,650 $ - $ 1,176,650 Restricted cash 169,536 - 169,536 Accounts receivable, net of an allowance for doubtful accounts of $ 0 6,754,447 (907,023 ) 5,847,424 Prepaid expenses and other current assets 2,319,310 - 2,319,310 Total current assets 10,419,943 (907,023 ) 9,512,920 NON-CURRENT ASSETS OTHER ASSETS 1,093,977 - 1,093,977 PROPERTY AND EQUIPMENT, NET 19,603,707 - 19,603,707 INTANGIBLE ASSETS, NET 6,000,884 - 6,000,884 GOODWILL 3,490,242 - 3,490,242 TOTAL ASSETS $ 40,608,753 $ (907,023 ) $ 39,701,730 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Overdraft $ 425,144 $ - $ 425,144 Accounts payable and customer deposits 2,063,304 - 2,063,304 Obligations under capital leases (current portion) 1,828,083 - 1,828,083 Deferred Revenue 127,456 468,256 595,712 Accrued expenses and other payables 5,804,999 - 5,804,999 Loans payable 961,550 - 961,550 Total current liabilities 11,210,536 468,256 11,678,792 LONG TERM LIABILITIES 2013 10 3 410,853 4,663,227 - 4,663,227 Warrant liabilities 2,248,169 - 2,248,169 Non-current portion of obligation under capital leases 261,912 - 261,912 Non-current portion of deferred revenue - 7,788,843 7,788,843 Total long term liabilities 7,173,308 7,788,843 14,962,151 Total liabilities 18,383,844 8,257,099 26,640,943 Commitments and Contingencies STOCKHOLDERS' EQUITY Preferred Stock $ 0.00001 50,000,000 0 - - - Common Stock $ 0.00001 250,000,000 151,312,189 260,616,570 - 260,616,570 Accumulated other comprehensive income (loss) (2,003,871 ) - (2,003,871 ) Accumulated deficit (236,521,852 ) (9,164,122 ) (245,685,974 ) Elephant Talk Communications, Corp. stockholders' equity 22,090,847 (9,164,122 ) 12,926,725 NON-CONTROLLING INTEREST 134,062 - 134,062 Total stockholders' equity 22,224,909 (9,164,122 ) 13,060,787 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 40,608,753 $ (907,023 ) $ 39,701,730 For the three month Restatement adjustments Re- classifications Restated For the nine month period ended September 30, 2014 Restatement adjustments Re- classifications Restated (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) REVENUES $ 7,298,988 $ (2,853,749 ) $ - $ 4,445,239 $ 20,690,609 $ (5,788,665 ) $ - $ 14,901,944 COST AND OPERATING EXPENSES Cost of service (exclusive of depreciation and amortization shown separately below) 848,771 - 716,283 1,565,054 2,660,816 - 2,388,897 5,049,713 Product development - - 1,707,102 1,707,102 - - 5,699,451 5,699,451 Sales and marketing - - 555,519 555,519 - - 1,784,161 1,784,161 General and administrative 6,227,147 - (2,978,904 ) 3,248,243 19,636,038 - (9,872,509 ) 9,763,529 Depreciation and amortization 1,900,251 - - 1,900,251 5,836,857 - - 5,836,857 Total cost and operating expenses 8,976,169 - - 8,976,169 28,133,711 - - 28,133,711 LOSS FROM OPERATIONS (1,677,181 ) (2,853,749 ) - (4,530,930 ) (7,443,102 ) (5,788,665 ) - (13,231,767 ) OTHER INCOME (EXPENSE) Interest income 36,684 - - 36,684 93,840 - - 93,840 Interest expense (260,295 ) - - (260,295 ) (895,453 ) - - (895,453 ) Interest expense related to debt discount and conversion feature (1,287,717 ) - - (1,287,717 ) (3,197,749 ) - - (3,197,749 ) Changes in fair value of warrant liabilities (103,311 ) - - (103,311 ) (274,635 ) - - (274,635 ) Gain / (Loss) on Extinguishment of Debt 626,534 - - 626,534 626,108 - - 626,108 Other income & (expense), net 301,199 - - 301,199 372,597 - - 372,597 Amortization of deferred financing costs (73,789 ) - - (73,789 ) (323,246 ) - - (323,246 ) Total other income (expense) (760,695 ) - - (760,695 ) (3,598,538 ) - - (3,598,538 ) LOSS BEFORE (BENEFIT) PROVISION FOR INCOME TAXES (2,437,876 ) (2,853,749 ) - (5,291,625 ) (11,041,640 ) (5,788,665 ) - (16,830,305 ) (Benefit) / provision for income taxes (44,938 ) - - (44,938 ) 88,290 - - 88,290 NET LOSS (2,392,938 ) (2,853,749 ) - (5,246,687 ) (11,129,930 ) (5,788,665 ) - (16,918,595 ) OTHER COMPREHENSIVE (LOSS) INCOME Foreign currency translation gain (loss) (2,273,740 ) - - (2,273,740 ) (2,424,192 ) - - (2,424,192 ) COMPREHENSIVE LOSS $ (4,666,678 ) $ (2,853,749 ) $ - $ (7,520,427 ) $ (13,554,122 ) $ (5,788,665 ) $ - $ (19,342,787 ) Net loss per common share and equivalents - basic and diluted $ (0.02 ) $ - $ - $ (0.04 ) $ (0.08 ) $ - $ - $ (0.12 ) Weighted average shares outstanding during the period - basic and diluted 149,468,618 - - 149,468,618 145,929,455 - - 145,929,455 Nine ended September 30, 2014 Restatement Restated Unaudited Unaudited CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (11,129,930 ) $ (5,788,665 ) $ (16,918,595 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 5,836,857 - 5,836,857 Provision for doubtful accounts (10,661 ) - (10,661 ) Provision for income taxes - - - Stock based compensation 3,536,680 - 3,536,680 Change in fair value of conversion feature - - - Change in fair value of warrant liability 274,635 - 274,635 Amortization of deferred financing costs 323,246 - 323,246 Interest expense relating to debt discount and conversion feature 3,197,749 - 3,197,749 Unrealized foreign currency translation gain (loss) (501,571 ) - (501,571 ) Extinguishment of Debt (626,108 ) - (626,108 ) Changes in operating assets and liabilities: - - Decrease (increase) in accounts receivable (1,366,947 ) 21,669 (1,345,278 ) Decrease (increase) in prepaid expenses, deposits and other assets (101,971 ) - (101,971 ) Increase (decrease) in accounts payable and customer deposits 362,685 - 362,685 Increase (decrease) in deferred revenue (11,931 ) 5,766,996 5,755,065 Increase (decrease) in accrued expenses and other payables 1,493,594 - 1,493,594 Increase (decrease) in non-cash accrued expenses related to extinguishment of Debt (426 ) - Net cash provided by (used in) operating activities 1,275,901 - 1,275,901 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (5,611,023 ) - (5,611,023 ) Loan to third party - - - Net cash used in investing activities (5,611,023 ) - (5,611,023 ) CASH FLOWS FROM FINANCING ACTIVITIES: Financing related fees (125,793 ) - (125,793 ) Payments on 8 - - - Exercise of warrants and options 4,286,576 - 4,286,576 Interest paid for property and equipment acquired under capital leases (57,079 ) - (57,079 ) Net cash provided by financing activities 4,103,704 - 4,103,704 EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS 155,753 - 155,753 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (75,665 ) - (75,665 ) CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD 1,252,315 - 1,252,315 CASH AND CASH EQUIVALENTS, END OF THE PERIOD $ 1,176,650 $ - $ 1,176,650 June 30, June 30, 2014 2014 (UNAUDITED) restatement Unaudited Restated Unaudited ASSETS CURRENT ASSETS Cash and cash equivalents $ 829,388 $ - $ 829,388 Restricted cash 191,703 - 191,703 Accounts receivable, net of allowance for doubtful accounts of $ 29,547 8,223,963 (1,299,207 ) 6,924,756 Prepaid expenses and other current assets 2,619,882 - 2,619,882 Total current assets 11,864,936 (1,299,207 ) 10,565,729 NON-CURRENT ASSETS OTHER ASSETS 1,288,246 - 1,288,246 PROPERTY AND EQUIPMENT, NET 20,711,832 - 20,711,832 INTANGIBLE ASSETS, NET 7,122,940 - 7,122,940 GOODWILL 3,740,646 - 3,740,646 TOTAL ASSETS $ 44,728,600 $ (1,299,207 ) $ 43,429,393 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Overdraft $ 413,958 $ - $ 413,958 Accounts payable and customer deposits 2,305,933 - 2,305,933 Obligations under capital leases (current portion) 1,898,346 - 1,898,346 Deferred revenue 163,848 468,256 632,104 Accrued expenses and other payables 6,592,945 - 6,592,945 Loans payable 963,051 - 963,051 Total current liabilities 12,338,081 468,256 12,806,337 LONG TERM LIABILITIES 10 3 518,463 4,940,798 - 4,940,798 10 17,786 2,711,844 - 2,711,844 Warrant liabilities 2,144,858 - 2,144,858 Non-current portion of obligation under capital leases 487,728 - 487,728 Non-current portion of deferred revenue - 4,542,910 4,542,910 Loan from joint venture partner 626,534 - 626,534 Total long term liabilities 10,911,762 4,542,910 15,454,672 Total liabilities 23,249,843 5,011,166 28,261,009 Commitments and Contingencies STOCKHOLDERS' EQUITY Preferred Stock $ 0.00001 50,000,000 0 - - - Common Stock $ 0.00001 250,000,000 146,525,302 255,328,306 - 255,328,306 Accumulated other comprehensive income 121,636 - 121,636 Accumulated deficit (234,115,159 ) (6,310,373 ) (240,425,532 ) Elephant Talk Communications, Corp. stockholders' equity 21,334,783 (6,310,373 ) 15,024,410 NON-CONTROLLING INTEREST 143,974 - 143,974 Total stockholders' equity 21,478,757 (6,310,373 ) 15,168,384 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 44,728,600 $ (1,299,207 ) $ 43,429,393 For the three For the six period ended period ended June 30, 2014 Restatement adjustments Re- classifications Restated June 30, 2014 Restatement adjustments Re- classifications Restated (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) REVENUES $ 6,911,768 (1,839,328 ) $ - $ 5,072,440 $ 13,391,621 (2,934,916 ) $ - $ 10,456,705 COST AND OPERATING EXPENSES Cost of service 828,581 - 1,020,106 1,848,687 1,812,045 - 1,672,614 3,484,659 Product development - - 2,280,532 2,280,532 - 3,992,349 3,992,349 Sales and marketing - - 664,807 664,807 - 1,228,642 1,228,642 General and administrative 7,432,784 - (3,965,446 ) 3,467,338 13,408,891 - (6,893,605 ) 6,515,286 Depreciation and amortization 1,928,392 - - 1,928,392 3,936,606 - - 3,936,606 Total cost and operating expenses 10,189,757 - - 10,189,757 19,157,542 - - 19,157,542 LOSS FROM OPERATIONS (3,277,989 ) (1,839,328 ) - (5,117,317 ) (5,765,921 ) (2,934,916 ) - (8,700,837 ) OTHER INCOME (EXPENSE) Interest income 29,545 - - 29,545 57,156 - - 57,156 Interest expense (333,214 ) - - (333,214 ) (635,158 ) - - (635,158 ) Interest expense related to debt discount and conversion feature (1,025,292 ) - - (1,025,292 ) (1,910,032 ) - - (1,910,032 ) Changes in fair value of warrant liabilities 38,948 - - 38,948 (171,324 ) - - (171,324 ) Loss on Extinguishment of Debt - - - - (426 ) - - (426 ) Other income and (expense), net 68,008 - - 68,008 71,398 - - 71,398 Amortization of deferred financing costs (113,090 ) - - (113,090 ) (249,457 ) - - (249,457 ) Total other income (expense) (1,335,095 ) - - (1,335,095 ) (2,837,843 ) - - (2,837,843 ) LOSS BEFORE (BENEFIT) PROVISION FOR INCOME TAXES (4,613,084 ) (1,839,328 ) - (6,452,412 ) (8,603,764 ) (2,934,916 ) - (11,538,680 ) Provision (benefit) for income taxes (2,209 ) - - (2,209 ) 133,228 - - 133,228 NET LOSS (4,610,875 ) (1,839,328 ) - (6,450,203 ) (8,736,992 ) (2,934,916 ) - (11,671,908 ) OTHER COMPREHENSIVE (LOSS) INCOME Foreign currency translation loss (148,233 ) - - (148,233 ) (150,452 ) - - (150,452 ) COMPREHENSIVE LOSS $ (4,759,108 ) (1,839,328 ) $ - $ (6,598,436 ) $ (8,887,444 ) (2,934,916 ) $ - $ (11,822,360 ) Net loss per common share and equivalents - basic and diluted $ (0.03 ) - $ - $ (0.04 ) $ (0.06 ) - $ - $ (0.08 ) Weighted average shares outstanding during the period - basic and diluted 146,482,547 - - 146,482,547 144,130,543 - - 144,130,543 For the six ended June 30, 2014 restatement Restated Unaudited Unaudited CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (8,736,992 ) $ (2,934,916 ) $ (11,671,908 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 3,936,606 - 3,936,606 Provision for doubtful accounts 18,865 - 18,865 Share-based compensation 2,674,261 - 2,674,261 Change in the fair value of the warrant liability 171,324 - 171,324 Amortization of deferred financing costs 249,457 - 249,457 Interest expense relating to debt discount and conversion feature 1,910,032 - 1,910,032 Unrealized foreign currency translation gain/(loss) (71,398 ) - (71,398 ) (Profit)/Loss on Extinguishment of Debt - - 426 Changes in operating assets and liabilities, net of acquired assets and assumed liabilities: Decrease (increase) in accounts receivable (2,329,143 ) 414,819 (1,914,324 ) Decrease (increase) in prepaid expenses, deposits and other assets (346,129 ) - (346,129 ) Increase (decrease) in accounts payable, proceeds from related parties and customer deposits 210,932 - 210,932 Increase (decrease) in deferred revenue 16,994 2,552,097 2,537,091 Increase (decrease) in accrued expenses and other payables 1,910,256 - 1,909,830 Net cash provided by (used in) operating activities (384,935 ) - (384,935 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of Property and Equipment (3,922,724 ) - (3,922,724 ) Net cash used in investing activities (3,922,724 ) - (3,922,724 ) CASH FLOWS FROM FINANCING ACTIVITIES: Fundraising fees (90,000 ) - (90,000 ) Exercise of warrants and Options 4,283,033 - 4,283,033 Net cash provided by financing activities 4,193,033 - 4,193,033 EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS (308,301 ) - (308,301 ) NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (422,927 ) - (422,927 ) CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD 1,252,315 - 1,252,315 CASH AND CASH EQUIVALENTS, END OF THE PERIOD $ 829,388 $ - $ 829,388 March 31, March 31, 2014 2014 (UNAUDITED) restatement Restated Unaudited Unaudited ASSETS CURRENT ASSETS Cash and cash equivalents $ 3,918,046 $ - $ 3,918,046 Restricted cash 192,161 - 192,161 Accounts receivable, net of allowance for doubtful accounts of $ 11,307 6,262,041 (1,228,374 ) 5,033,667 Prepaid expenses and other current assets 2,147,686 - 2,147,686 Total current assets 12,519,934 (1,228,374 ) 11,291,560 NON-CURRENT ASSETS OTHER ASSETS 1,357,728 - 1,357,728 PROPERTY AND EQUIPMENT, NET 19,954,703 - 19,954,703 INTANGIBLE ASSETS, NET 7,903,149 - 7,903,149 GOODWILL 3,769,199 - 3,769,199 TOTAL ASSETS $ 45,504,713 $ (1,228,374 ) $ 44,276,339 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Overdraft $ 402,234 $ - $ 402,234 Accounts payable and customer deposits 2,419,325 - 2,419,325 Obligations under capital leases (current portion) 1,348,705 - 1,348,705 Deferred revenue 203,623 468,256 671,879 Accrued expenses and other payables 5,936,989 - 5,936,989 Loans payable 962,269 - 962,269 10 937,814 1,812,506 - 1,812,506 Total current liabilities 13,085,651 468,256 13,553,907 LONG TERM LIABILITIES 10 3 623,726 4,876,914 - 4,876,914 Warrant liabilities 2,183,806 - 2,183,806 Non-current portion of obligation under capital leases 465,954 - 465,954 Non-current portion of deferred revenue - 2,774,415 2,774,415 Loan from joint venture partner 614,169 - 614,169 Total long term liabilities 8,140,843 2,774,415 10,915,258 Total liabilities 21,226,494 3,242,671 24,469,165 Commitments and Contingencies STOCKHOLDERS' EQUITY Preferred Stock $ 0.00001 50,000,000 0 - - - Common Stock $ 0.00001 250,000,000 146,364,577 253,383,860 - 253,383,860 Accumulated other comprehensive income 267,650 - 267,650 Accumulated deficit (229,518,039 ) (4,471,045 ) (233,989,084 ) Elephant Talk Communications, Corp. stockholders' equity 24,133,471 (4,471,045 ) 19,662,426 NON-CONTROLLING INTEREST 144,748 - 144,748 Total stockholders' equity 24,278,219 (4,471,045 ) 19,807,174 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 45,504,713 $ (1,228,374 ) $ 44,276,339 March 31, 2014 Restatement adjustments Re-classifications Restated (unaudited) (unaudited) (unaudited) (unaudited) REVENUES $ 6,479,853 $ (1,095,588 ) $ - $ 5,384,265 COST AND OPERATING EXPENSES Cost of service 983,464 - 652,508 1,635,972 Product development - - 1,711,817 1,711,817 Sales and marketing - - 563,835 563,835 General and administrative 5,976,107 - (2,928,159 ) 3,047,948 Depreciation and amortization 2,008,214 - - 2,008,214 Total cost and operating expenses 8,967,785 - - 8,967,785 LOSS FROM OPERATIONS (2,487,932 ) (1,095,588 ) - (3,583,520 ) OTHER INCOME (EXPENSE) Interest income 27,611 - - 27,611 Interest expense (301,944 ) - - (301,944 ) Interest expense related to Debt Discount and Conversion Feature (884,740 ) - - (884,740 ) Change in fair value of warrant liabilities (210,272 ) - - (210,272 ) Loss on extinguishment of debt (426 ) - - (426 ) Other income and (expense) 3,390 - - 3,390 Amortization of deferred financing costs (136,367 ) - - (136,367 ) Total other income (expense) (1,502,748 ) - - (1,502,748 ) LOSS BEFORE PROVISION FOR INCOME TAXES (3,990,680 ) (1,095,588 ) - (5,086,268 ) Provision for income taxes (135,437 ) - - (135,437 ) NET LOSS (4,126,117 ) (1,095,588 ) - (5,221,705 ) OTHER COMPREHENSIVE (LOSS) INCOME Foreign currency translation (loss) (2,219 ) - - (2,219 ) COMPREHENSIVE LOSS $ (4,128,336 ) (1,095,588 ) $ - $ (5,223,924 ) Net loss per common share and equivalents - basic and diluted $ (0.03 ) - $ - $ (0.04 ) Weighted average shares outstanding during the period - basic and diluted 141,752,128 - - 141,752,128 For the three months ended ended March 31, 2014 restatement Restated Unaudited Unaudited CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (4,126,117 ) $ (1,095,588 ) $ (5,221,705 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 2,008,214 - 2,008,214 Provision for doubtful accounts 611 - 611 Stock based compensation 771,724 - 771,724 Changes in the fair value of the conversion feature - - - Change in the fair value of the warrant liability 210,272 - 210,272 Amortization of deferred financing costs 136,367 - 136,367 Interest expense relating to debt discount and conversion feature 884,740 - 884,740 Unrealized foreign currency translation gain/(loss) (3,390 ) - (3,390 ) (Profit)/Loss on Extinguishment of debt - - 426 Changes in operating assets and liabilities, net of acquired assets and assumed liabilities: Decrease (increase) in accounts receivable (293,435 ) (345,973 ) (52,538 ) Decrease (increase) in prepaid expenses, deposits and other assets 165,627 - 165,627 Increase (decrease) in accounts payable, proceeds from related parties and customer deposits 319,553 - 319,553 Increase (decrease) in deferred revenue 59,946 749,615 809,561 Increase (decrease) in accrued expenses and other payables 643,707 - 643,281 Net cash provided by (used in) operating activities 777,819 - 777,819 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of Property and Equipment (1,802,951 ) - (1,802,951 ) Net cash used in investing activities (1,802,951 ) - (1,802,951 ) CASH FLOWS FROM FINANCING ACTIVITIES: Financing related fees (90,000 ) - (90,000 ) Exercise of warrants and Options 4,093,480 - 4,093,480 Net cash provided by financing activities 4,003,480 - 4,003,480 EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS (312,617 ) - (312,617 ) NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 2,665,731 - 2,665,731 CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD 1,252,315 - 1,252,315 CASH AND CASH EQUIVALENTS, END OF THE PERIOD $ 3,918,046 $ - $ 3,918,046 September 30, September 30, 2013 restatement 2013 (UNAUDITED) Unaudited Restated Unaudited ASSETS CURRENT ASSETS Cash and cash equivalents $ 6,085,215 $ - $ 6,085,215 Restricted cash 495,983 - 495,983 Accounts receivable, net of allowance for doubtful accounts of $ 25,225 559,120 4,173,398 (978,579 ) 3,194,819 Prepaid expenses and other current assets 2,531,602 - 2,531,602 Total current assets 13,286,198 (978,579 ) 12,307,619 NON-CURRENT ASSETS OTHER ASSETS 1,382,857 - 1,382,857 PROPERTY AND EQUIPMENT, NET 18,663,407 - 18,663,407 INTANGIBLE ASSETS, NET 9,412,581 - 9,412,581 GOODWILL 3,707,903 - 3,707,903 TOTAL ASSETS $ 46,452,946 $ (978,579 ) $ 45,474,367 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Overdraft $ 380,550 $ - $ 380,550 Accounts payable and customer deposits 4,905,101 - 4,905,101 Deferred Revenue 428,473 - 428,473 Accrued expenses and other payables 5,816,271 - 5,816,271 Loans payable 962,418 - 962,418 10 2,385,206) 267,393 - 267,393 Total current liabilities 12,760,206 - 12,760,206 LONG TERM LIABILITIES 10 3 827,421) 4,477,780 - 4,477,780 Warrant liabilities 4,116,480 - 4,116,480 Trade note payable 593,903 - 593,903 Non-current portion of deferred revenue - 1,888,891 1,888,891 Loan from joint venture partner 590,165 - 590,165 Total long term liabilities 9,778,328 1,888,891 11,667,219 Total liabilities 22,538,534 1,888,891 24,427,425 Commitments and Contingencies STOCKHOLDERS' EQUITY Preferred Stock $ 0.00001 50,000,000 0 - - - Common stock, .00001 250,000,000 134,440,221 243,294,324 - 243,294,324 Accumulated other comprehensive income (loss) (242,647 ) - (242,647 ) Accumulated deficit (219,316,384 ) (2,867,470 ) (222,183,854 ) Elephant Talk Communications, Corp. stockholders' equity 23,735,293 (2,867,470 ) 20,867,823 NON-CONTROLLING INTEREST 179,119 - 179,119 Total stockholders' equity 23,914,412 (2,867,470 ) 21,046,942 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 46,452,946 $ (978,579 ) $ 45,474,367 For the Three For the Nine Period ended Period ended September 30, 2013 Restatement Re- Restated September 30, 2013 Restatement Re- Restated (uaudited) (uaudited) (uaudited) (uaudited) (uaudited) (uaudited) (uaudited) (uaudited) REVENUES $ 5,204,982 $ (1,081,188 ) $ - $ 4,123,794 $ 16,795,627 $ (2,867,470 ) $ - $ 13,928,157 COST AND OPERATING EXPENSES Cost of service 1,080,174 - 468,402 1,548,576 6,093,968 - 1,560,310 7,654,278 Product development - - 1,354,105 1,354,105 - - 4,523,208 4,523,208 Sales and marketing - - 623,644 623,644 - - 2,229,013 2,229,013 General and administrative 5,442,869 - (2,446,151 ) 2,996,718 18,823,614 - (8,312,530 ) 10,511,083 Depreciation and amortization 1,543,687 - - 1,543,687 4,699,906 - - 4,699,906 Total cost and operating expenses 8,066,730 - - 8,066,730 29,617,488 - - 29,617,488 LOSS FROM OPERATIONS (2,861,748 ) (1,081,188 ) - (3,942,936 ) (12,821,861 ) (2,867,470 ) - (15,689,331 ) OTHER INCOME (EXPENSE) Interest income 33,773 - - 33,773 89,020 - - 89,020 Interest expense (181,074 ) - - (181,074 ) (612,970 ) - - (612,970 ) Interest expense related to debt discount and conversion feature (259,795 ) - - (259,795 ) (1,320,795 ) - - (1,320,795 ) Change in fair value of conversion feature - - - - 232,267 - - 232,267 Loss on Extinguishment of Debt (44,506 ) - - (44,506 ) (1,983,103 ) - - (1,983,103 ) Changes in fair value of warrant liabilities 173,333 - - 173,333 519,349 - - 519,349 Amortization of deferred financing costs (44,076 ) - - (44,076 ) (116,482 ) - - (116,482 ) Total other income (expense) (322,345 ) - - (322,345 ) (3,192,714 ) - - (3,192,714 ) LOSS BEFORE PROVISION FOR INCOME TAXES (3,184,093 ) (1,081,188 ) - (4,265,281 ) (16,014,575 ) (2,867,470 ) - (18,882,045 ) Provision for income taxes 41,500 - - 41,500 41,500 41,500 NET LOSS (3,225,593 ) (1,081,188 ) - (4,306,781 ) (16,056,075 ) (2,867,470 ) - (18,923,545 ) OTHER COMPREHENSIVE (LOSS) INCOME Foreign currency translation gain (loss) 489,443 - - 489,443 (807,208 ) - - (807,208 ) 489,443 - - 489,443 (807,208 ) - - (807,208 ) COMPREHENSIVE LOSS $ (2,736,150 ) $ (1,081,188 ) $ - $ (3,817,338 ) $ (16,863,283 ) $ (2,867,470 ) $ - $ (19,730,753 ) Net loss per common share and equivalents - basic and diluted $ (0.02 ) $ - $ - $ (0.03 ) $ (0.13 ) $ - $ - $ (0.16 ) Weighted average shares outstanding during the period - basic and diluted 134,440,221 - - 134,440,221 122,038,045 - - 122,038,045 For the nine ended September 30, 2013 restatement Restated Unaudited Unaudited CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (16,056,076 ) $ (2,867,470 ) $ (18,923,546 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 4,699,906 - 4,699,906 Provision for doubtful accounts 22,131 - 22,131 Provision for income taxes 41,500 - 41,500 Stock based compensation 5,639,124 - 5,639,124 Change in fair value of derivative instruments 2,668,764 - 2,668,764 Financial Investments in Joint Venture - - Changes in operating assets and liabilities, net of acquired assets and assumed liabilities: - Decrease (increase) in accounts receivable 1,054,452 978,579 2,033,031 Decrease (increase) in prepaid expenses, deposits and other assets (666,991 ) - (666,991 ) Increase (decrease) in accounts payable, proceeds from related parties and customer deposits (2,030,393 ) - (2,030,393 ) Increase (decrease) in deferred revenue 177,635 1,888,891 2,066,526 Increase (decrease) in accrued expenses and other payables 1,859,634 - 1,859,634 Increase (decrease) in non-cash accrued expenses related to extinguishment of Debt (890,997 ) - (890,997 ) Net cash used in operating activities (3,481,311 ) - (3,481,311 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (4,108,507 ) - (4,108,507 ) Loan to third party (125,000 ) - (125,000 ) Net cash used in investing activities (4,233,507 ) - (4,233,507 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from 12 1,290,790 - 1,290,790 Proceeds from Share Purchase Agreement - Unregistered securities 225,000 - 225,000 Proceeds from Share Purchase Agreement - Registered direct 7,500,000 - 7,500,000 Proceeds from Share Purchase Agreement Related Party 4,500,000 - 4,500,000 Proceeds from 10 2,652,600 - 2,652,600 Proceeds from 10 3 5,305,200 - 5,305,200 Fundraise fees (1,362,124 ) - (1,362,124 ) Payments on 8 (8,490,360 ) - (8,490,360 ) Exercise of warrants & options 78,971 - 78,971 Cash from Escrow account for principal and interest payments on 8 742,427 - 742,427 Net cash provided by financing activities 12,442,504 - 12,442,504 EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS 124,261 - 124,261 NET INCREASE IN CASH AND CASH EQUIVALENTS 4,851,947 - 4,851,947 CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD 1,233,268 - 1,233,268 CASH AND CASH EQUIVALENTS, END OF THE PERIOD $ 6,085,215 $ - $ 6,085,215 June 30, June 30, 2013 restatement 2013 (restated) Unaudited Restated Unaudited ASSETS CURRENT ASSETS Cash and cash equivalents $ 2,979,673 $ - $ 2,979,673 Restricted cash 483,120 - 483,120 Ac |