U.S. Securities and Exchange Commission
                                              Washington, D.C. 20549

                                                    Form 10-QSB

QUARTERLY REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES  EXCHANGE ACT OF 1934

For the quarter ended: March 31, 2002

Commission file no.:   29201


                            ELVA INTERNATIONAL, INC.
          ------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

         Florida                                                65-0790761
------------------------------------                     -----------------------
(State or other jurisdiction of                          (I.R.S.Employer
incorporation or organization)                              Identification No.)

222 Lakeview Avenue, PMB 160-415
West Palm Beach, FL                                                33401
------------------------------------------               -----------------------
(Address of principal executive offices)                        (Zip Code)

Issuer's telephone number:  (925) 831-0504

Securities registered under Section 12(b) of the Act:

     Title of each class                              Name of each exchange
                                                        on which registered
         None                                                  None
-----------------------------------                -----------------------------

Securities registered under Section 12(g) of the Act:

                    Common Stock, $0.0001 par value per share
            --------------------------------------------------------
                                (Title of class)

Copies of Communications Sent to:
                                    Donald F. Mintmire
                                    Mintmire & Associates
                                    265 Sunrise Avenue, Suite 204
                                    Palm Beach, FL 33480
                                    Tel: (561) 832-5696 - Fax: (561) 659-5371


<PAGE>



     Indicate by 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 March 31, 2002,  there were  9,626,222  shares of voting stock of the
registrant issued and outstanding.




<PAGE>




PART I

Item 1.      Financial Statements



                          INDEX TO FINANCIAL STATEMENTS


Consolidated Balance Sheets.............................................F-2

Consolidated Statements of Operations and Comprehensive Income (Loss)...F-3

Consolidated Statements of Stockholders' Equity (Deficiency)............F-4

Consolidated Statements of Cash Flows...................................F-5

Notes to Consolidated Financial Statements..............................F-6




<PAGE>



<TABLE>
<CAPTION>
                            Elva International, Inc.
                           Consolidated Balance Sheets

                                                                            March 31, 2002       December 31,2001
                                                                          ------------------- ----------------------
                                                                              (unaudited)
<S>                                                                       <C>                 <C>
                                           ASSETS
CURRENT ASSETS
   Cash and equivalents                                                   $             1,051 $               16,739
   Accounts receivable                                                                 33,501                 78,698
   VAT tax receivable                                                                  34,033                 45,800
   Inventory                                                                           64,050                 64,705
                                                                          ------------------- ----------------------
          Total current assets                                                        132,635                205,942
                                                                          ------------------- ----------------------
PROPERTY AND EQUIPMENT
   Computers and equipment                                                            143,726                145,241

        Less accumulated depreciation                                                 (80,843)               (76,388)
                                                                          ------------------- ----------------------
          Net property and equipment                                                   62,883                 68,853
                                                                          ------------------- ----------------------
OTHER ASSETS
   Deposits and other assets                                                           11,655                 38,050
   Income tax credit receivable                                                       181,676                189,136
   Patent                                                                             417,514                421,782

        Less accumulated amortization                                                 (83,250)               (78,364)
                                                                          ------------------- ----------------------
          Net other assets                                                            527,595                570,604
                                                                          ------------------- ----------------------
Total Assets                                                              $           723,113 $              845,399
                                                                          =================== ======================

                          LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
   Bank overdraft                                                         $             1,126 $                    0
   Accounts payable                                                                   285,054                297,546
   Accrued Expenses
       Trade                                                                           13,637                 22,311
       Payroll and taxes                                                              262,755                205,249
       Deferred revenue                                                                 3,502                 27,150
   Current portion of long-term debt                                                    2,660                  2,687
   Advances from shareholders                                                         158,634                169,331
   Conditional government subsidy                                                      96,829                 97,819
                                                                          ------------------- ----------------------
          Total current liabilities                                                   824,197                822,093
                                                                          ------------------- ----------------------
LONG-TERM DEBT
   Conditional government subsidy                                                     193,657                195,637
   Other long-term debt                                                                 2,660                  2,687
                                                                          ------------------- ----------------------
          Total long-term debt                                                        196,317                198,324
                                                                          ------------------- ----------------------
Total Liabilities                                                                   1,020,514              1,020,417
                                                                          ------------------- ----------------------
Minority interest in consolidated subsidiary                                                0                      0
                                                                          ------------------- ----------------------
STOCKHOLDERS' DEFICIENCY
   Preferred stock, $0.0001 par value, authorized 10,000,000 shares;
      none issued and outstanding                                                           0                      0
   Common stock, $0.0001 par value, authorized 50,000,000 shares;
      9,626,222 and 9,606,222 issued and outstanding shares                               963                    961
   Additional paid-in capital                                                       4,666,315              4,662,817
   Deferred compensation                                                           (1,042,481)            (1,042,481)
   Accumulated comprehensive income (loss)                                              8,890                 12,625
   Deficit                                                                         (3,931,088)            (3,808,940)
                                                                          ------------------- ----------------------
          Total stockholders' deficiency                                             (297,401)              (175,018)
                                                                          ------------------- ----------------------
Total Liabilities and Stockholders' Deficiency                            $           723,113 $              845,399
                                                                          =================== ======================
</TABLE>


     The accompanying notes are an integral part of the financial statements


                                       F-2

<PAGE>


<TABLE>
<CAPTION>
                            Elva International, Inc.
      Consolidated Statements of Operations and Comprehensive Income (Loss)
                          Three Months Ended March 31,
                                   (unaudited)



                                                                              2002                      2001
                                                                    ------------------------  -------------------------
<S>                                                                 <C>                       <C>
REVENUES                                                            $                 48,727  $                 112,528
                                                                    ------------------------  -------------------------

OPERATING EXPENSES
    Salaries                                                                          53,303                    218,258
    Advertising                                                                        4,057                     12,644
    Depreciation and amortization                                                     11,248                     13,513
    General and administrative                                                        96,858                    122,473
    Research and development                                                               0                     85,467
                                                                    ------------------------  -------------------------

          Total operating expenses                                                   165,466                    452,355
                                                                    ------------------------  -------------------------

 Operating Loss                                                                     (116,739)                  (339,827)
                                                                    ------------------------  -------------------------

OTHER INCOME (EXPENSE)
    Interest income                                                                        0                      3,731
    Interest expense                                                                  (5,187)                         0
    Foreign currency transaction gain (loss)                                            (222)                        19
    Gain (loss) on sale of property and equipment                                          0                          0
    Reserve for impairment of assets                                                       0                          0
                                                                    ------------------------  -------------------------

          Total other income (expense)                                                (5,409)                     3,750
                                                                    ------------------------  -------------------------

Net loss before tax credit and minority interest                                    (122,148)                  (336,077)

    Foreign income tax credit                                                              0                          0
    Minority interest in consolidated subsidiary income (loss)                             0                          0
                                                                    ------------------------  -------------------------

Net loss                                                                            (122,148)                  (336,077)

Other comprehensive income (loss):
    Foreign currency translation gain (loss)                                          (3,735)                    29,982
                                                                    ------------------------  -------------------------

Comprehensive loss                                                  $               (125,883) $                (306,095)
                                                                    ========================  =========================
Net loss per common share                                           $                  (0.01) $                   (0.01)
                                                                    ========================  =========================

Weighted average number of shares outstanding                                      9,626,222                 54,020,000
                                                                    ========================  =========================
</TABLE>








     The accompanying notes are an integral part of the financial statements


                                       F-3

<PAGE>


<TABLE>
<CAPTION>
                            Elva International, Inc.
          Consolidated Statements of Stockholders' Equity (Deficiency)




                                                                                               Accum.                   Total
                                                                      Add'l.                    Comp.                Stockholders'
                                          Number of       Common     Paid-in     Deferred      Income                   Equity
                                            Shares         Stock     Capital      Comp.        (Loss)    Deficit     (Deficiency)
                                          ------------  --------  -----------  -----------  ---------  -----------  -------------
<S>                                        <C>          <C>       <C>          <C>          <C>         <C>         <C>
BEGINNING BALANCE,
December 31, 1998                           21,500,000  $  2,150  $   828,401  $         0  $ (52,349) $  (432,606) $     345,596

Year ended December 31, 1999:
 Other comprehensive income (loss)                   0         0            0            0     (1,176)           0         (1,176)
 Net loss                                            0         0            0            0          0     (723,712)      (723,712)
                                          ------------  --------  -----------  -----------  ---------  -----------  -------------

BALANCE, December 31, 1999                  21,500,000     2,150      828,401            0    (53,525)  (1,156,318)      (379,292)

Year ended December 31, 2000:
 Conversion of debt of subsidiary for
  stock                                      1,720,000       172      557,305            0          0            0        557,477
 Shares issued for cash                      3,790,000       379    1,237,500            0          0            0      1,237,879
 Shares issued to effect 2 for 1 forward
  split                                     27,010,000     2,701       (2,701)           0          0            0              0
 Other comprehensive income (loss)                   0         0            0            0     25,724            0         25,724
 Net loss                                            0         0            0            0          0   (1,163,846)    (1,163,846)
                                          ------------  --------  -----------  -----------  ---------  -----------  -------------

BALANCE, December 31, 2000                  54,020,000     5,402    2,620,505            0    (27,801)  (2,320,164)       277,942

Year ended December 31, 2001:
 1 for 10 reverse split                    (48,618,000)   (4,862)       4,862            0          0            0              0
 Shares issued for cash                      3,293,640       329      586,354            0          0            0        586,683
 144 shares issued for services                646,500        65    1,163,635   (1,163,700)         0            0              0
 S-8 shares issued for services                135,000        14      269,986            0          0            0        270,000
 Conversion of debt of subsidiary for
  stock                                        129,082        13       17,475            0          0            0         17,488
 Deferred compensation amortization                  0         0            0      121,219          0            0        121,219
 Other comprehensive income (loss)                   0         0            0            0     40,426            0         40,426
 Net loss                                            0         0            0            0          0   (1,488,776)    (1,488,776)
                                          ------------  --------  -----------  -----------  ---------  -----------  -------------

ENDING BALANCE, December 31, 2001            9,606,222       961    4,662,817   (1,042,481)    12,625   (3,808,940)      (175,018)

Three Months ended March 31, 2002:
 144 shares issued for services                 20,000         2        3,498            0          0            0          3,500
 Other comprehensive income (loss)                   0         0            0            0     (3,735)           0         (3,735)
 Net loss                                            0         0            0            0          0     (122,148)      (122,148)
                                          ------------  --------  -----------  -----------  ---------  -----------  -------------

ENDING BALANCE, March 31, 2002
(unaudited)                                  9,626,222  $    963  $ 4,666,315  $(1,042,481) $   8,890  $(3,931,088) $    (297,401)
                                          ============  ========  ===========  ===========  =========  ===========  =============
</TABLE>







     The accompanying notes are an integral part of the financial statements


                                       F-4


<PAGE>


<TABLE>
<CAPTION>
                            Elva International, Inc.
                      Consolidated Statements of Cash Flows
                          Three Months Ended March 31,
                                   (unaudited)


                                                                                      2002                 2001
                                                                                ----------------    -----------------
<S>                                                                             <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                        $       (122,148)   $        (336,077)
Adjustments to reconcile net loss to net cash used by operating activities:
     Minority interest in consolidated subsidiary income                                       0                    0
     Depreciation and amortization                                                        11,248               13,492
     Common stock issued for services                                                      3,500                    0
     Amortization of deferred compensation                                                     0                    0
     Foreign exchange transaction gain (loss)                                                322                    0
     Amortization of government subsidy                                                        0               (5,628)
     Reserve for impairment of assets                                                          0                    0
Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                                           32,284              (18,024)
     (Increase) decrease in inventory                                                          0                    0
     (Increase) decrease in VAT receivable                                                16,925               (2,261)
     (Increase) decrease in deposits and other assets                                     26,135               (9,053)
     (Increase) decrease in income tax credit receivable                                       0               86,928
     Increase (decrease) in accounts payable                                              (9,972)             (11,794)
     Increase (decrease) accrued expense - trade                                          (8,491)              64,903
     Increase (decrease) salaries and payroll taxes                                       59,791               (8,621)
     Increase (decrease) in deferred revenue                                             (23,080)              12,944
                                                                                ----------------    -----------------

Net cash  provided (used) by operating activities                                        (13,486)            (213,191)
                                                                                ----------------    -----------------

CASH FLOW FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                                   (3,180)             (31,883)
     Sales of property and equipment                                                           0                    0
     (Increase expenditure) decrease application patent                                        0                    0
                                                                                ----------------    -----------------

Net cash provided (used) by investing activities                                          (3,180)             (31,883)
                                                                                ----------------    -----------------

CASH FLOW FROM FINANCING ACTIVITIES:
    Proceeds from bank overdraft                                                           1,126                    0
    Repayment of bank overdraft                                                                0                    0
     Shareholder advances                                                                      0                    0
     Shareholder advance repayments                                                       (9,012)                (497)
     Receipt of conditional government subsidy                                                 0                    0
     Proceeds of  long term debt - related party                                               0                    0
     Debt payments                                                                             0               (2,814)
     Issuance of common stock for cash                                                         0                    0
                                                                                ----------------    -----------------

Net cash provided by financing activities                                                 (9,012)              (3,311)
                                                                                ----------------    -----------------

Effect of exchange rates on cash                                                           9,990               21,165
                                                                                ----------------    -----------------

Net increase (decrease) in cash and equivalents                                          (15,688)            (227,220)

CASH and equivalents, beginning of period                                                 16,739              300,071
                                                                                ----------------    -----------------

CASH and equivalents, end of period                                             $          1,051    $          72,851
                                                                                ================    =================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest Paid in Cash:                                                          $          5,187    $               0
                                                                                ================    =================

Non-Cash Financing Activities:
  Common stock issued to settle long-term debt of subsidiary                    $              0    $               0
                                                                                ================    =================
</TABLE>



     The accompanying notes are an integral part of the financial statements


                                       F-5

<PAGE>



                            Elva International, Inc.
                   Notes to Consolidated Financial Statements
               (Information with respect to the three months ended
                      March 31, 2002 and 2001is unaudited)


(1)  Summary of Significant Accounting Principles
     The Company Elva, Inc., (the "Company"), is a Florida chartered corporation
     which  conducts  business from its offices in West Palm Beach,  Florida and
     Paris,  France. The Company was incorporated on August 15, 1997 as Computer
     Research Technologies,  Inc., and changed its name to Elva, Inc. on January
     25, 1999. Prior to the acquisition of ELVA, SA, the Company was principally
     seeking financing to allow it to begin its planned operations.  The Company
     is principally  involved in the smart card technology  industry through its
     French subsidiary,  ELVA, SA. In November 2000, the Company formed a wholly
     owned  subsidiary,  Elva Asia,  PTE, Ltd, under the laws of Singapore.  The
     following summarize the more significant  accounting and reporting policies
     and practices of the Company:

     a) Use of estimates In preparing  the  consolidated  financial  statements,
     management is required to make  estimates and  assumptions  that affect the
     reported amounts of assets and liabilities as of the date of the statements
     of financial condition,  and revenues and expenses for the year then ended.
     Actual results may differ significantly from those estimates.

     b) Significant  acquisition In December 1998, Elva, Inc. issued  14,160,000
     shares  of  common  stock  to  acquire  substantially  all the  issued  and
     outstanding  shares of the common stock of ELVA, SA, a French  corporation,
     in a reverse merger,  which was accounted for as a reorganization  of ELVA,
     SA. There remains a four-tenths of one percent  minority  interest in ELVA,
     SA,  which is owned by two of the major  stockholders  of Elva,  Inc.  as a
     result of this acquisition. This minority interest is required under French
     corporate law. As a result of this reverse merger, the former  stockholders
     of ELVA, SA now control Elva, Inc. Prior to this reverse merger, Elva, Inc.
     had nominal assets and  liabilities.  Elva, Inc.  accounted for the reverse
     merger as an issuance of stock for the net  monetary  assets of Elva,  Inc.
     or, in this case, as a capitalization  of the accumulated  deficit of Elva,
     Inc. to the date of the merger.

     c)  Principles  of  consolidation  The  consolidated  financial  statements
     include  the  accounts of Elva,  Inc.  and its wholly  owned  subsidiaries.
     Inter-company balances and transactions have been eliminated.

     d) Net loss per common  share Basic net loss per  weighted  average  common
     share is computed by dividing the net loss by the weighted  average  number
     of common shares outstanding during the period.

     e) Property and  equipment  All property and equipment are recorded at cost
     and depreciated over their estimated useful lives,  using the straight-line
     method.  Upon  sale  or  retirement,  the  costs  and  related  accumulated
     depreciation  are  eliminated  from  their  respective  accounts,  and  the
     resulting  gain or loss is included in the results of  operations.  Repairs
     and  maintenance  charges  which do not  increase  the useful  lives of the
     assets are charged to  operations  as  incurred.  Depreciation  expense was
     $5,942 and  $7,990  for the three  months  ended  March 31,  2002 and 2001,
     respectively.

     f) Cash and equivalents The company  considers  investments with an initial
     maturity of three months or less as cash equivalents.

     g) Patents The Company  acquired  two French  patents,  Nos.  95-15735  and
     96-01872, from the founders of ELVA, SA. The Company is amortizing the cost
     of these patents over the remaining life of the patents.  Patents in France
     have a 20 year  life.  Amortization  expense  was $5,307 and $5,502 for the
     three months ended March 31, 2002 and 2001, respectively.


                                       F-6

<PAGE>



                            Elva International, Inc.
                   Notes to Consolidated Financial Statements


(1)  Summary of Significant Accounting Principles (Continued)
     h) Revenue  recognition  The Company's sole source of revenue has been from
     licensing its patented technology.  The Company records revenue when earned
     under  its  licensing  agreement.   The  Company  intends  to  license  its
     technology to others as well,  rather than to manufacture the VOCALID cards
     for sale. The Company believes that it would be prohibitively expensive for
     it to  establish  its  own  manufacturing  facilities  and  to do so  would
     distract  it from its  efforts at getting  its  technology  accepted as the
     world standard.  The Company is negotiating with an independent third party
     to manufacture  the cards and the Company will either sell them directly or
     through a distributor network.

     i) Foreign currency transaction and translation gains(losses) The principal
     operating  entity of the  Company is its  subsidiary,  ELVA,  SA,  which is
     located  in  France.  The  Company  opened a sales  office in Los  Angeles,
     California in April 2000. The  functional  currency of ELVA, SA, as well as
     on a consolidated  basis, is the French Franc,  (FF). ELVA, SA has only one
     customer which is located in the US. ELVA, SA bills this customer in FF and
     is paid in US Dollars,  (USD).  ELVA, SA records a transaction gain or loss
     at the time of receipt of payment  consisting of the difference between the
     amount of FF billed and the amount of FF the USD payment is converted into.
     On a consolidated basis the Company's  reporting currency is the US Dollar.
     The  Company  translated  the  income  statement  items  using the  average
     exchange  rate for the  period and  balance  sheet  items  using the end of
     period  exchange  rate,  except for equity items,  which are  translated at
     historical rates, in accordance with SFAS 52.

     j) Research & development  Research & development  expenses are expensed in
     the period incurred.

     k) Software development costs The software developed by the Company is used
     exclusively by licensors of the Company's technology.  As such, the Company
     is not selling the software. Costs incurred in developing the software have
     been expensed in the period in which incurred.

     l) VAT tax receivable In France, as in many other countries, the government
     charges a Value Added Tax, (VAT), that is similar in nature to sales tax in
     the US. There are three major differences.  First is that VAT is charged at
     each  point  of sale.  Second  is that  there  are no  exemptions  from the
     collection  of VAT.  Finally,  each  company  files a VAT  return  with the
     government  monthly reflecting the gross VAT collected and VAT paid. If the
     VAT paid is  greater  than the amount  collected,  the  Company  receives a
     refund from the government approximately five months later.

     m) Interim  financial  information  The financial  statements for the three
     months  ended  March  31,  2002 and  2001 are  unaudited  and  include  all
     adjustments  which in the  opinion of  management  are  necessary  for fair
     presentation,  and such  adjustments are of a normal and recurring  nature.
     The results for the three months are not indicative of a full year results.

(2)  Stockholders'  Equity  The  Company  has  authorized  50,000,000  shares of
     $0.0001 par value common stock and  10,000,000  shares of $0.0001 par value
     preferred  stock.  Rights and  privileges of the preferred  stock are to be
     determined  by the Board of Directors  prior to  issuance.  The Company has
     21,500,000,  shares of common stock issued and  outstanding at December 31,
     1998 and September 30, 1999.

     In September 1997, the Company issued  9,000,000  shares to its founder for
     services  rendered to the  Company  valued at $9,000.  In April  1998,  the
     Company completed a Regulation D Rule 504 Placement for 1,757,376 shares in
     exchange for $17,574  cash. In April 1998, a majority  shareholder  donated
     9,000,000  shares of common stock to the Company.  In June 1998,  9,000,000
     shares were issued for $32,500 in cash.  During the third  quarter of 1998,
     the Company issued 2,700,000 shares of common stock for $54,000 in cash. In
     December 1998,  9,557,376  shares were donated to the Company.  In December
     1998, the Company issued


                                       F-7


<PAGE>



                            Elva International, Inc.
                   Notes to Consolidated Financial Statements


(2)  Stockholders' Equity (Continued)
     14,160,000 shares for 26,326 of the 26,336 shares issued and outstanding of
     ELVA, SA, a French  corporation.  Additionally,  in  conjunction  with this
     acquisition,  the  Company  issued  3,440,000  shares  to a third  party in
     settlement of a $204,550 loan the third party had made to ELVA,  SA. As the
     common stock of the Company was not listed at the date of acquisition,  the
     fair value of the stock issued to settle this debt was not determinable and
     the  Company  elected  to use the loan  amount  outstanding  to value  this
     transaction.

     In July  2000,  the  Company  sold  3,490,000  shares of common  stock to a
     British  Virgin  Islands  investment  company in exchange for $1,139,893 in
     cash. In July 2000,  the Company sold 300,000  shares of common stock to an
     individual  in  exchange  for  $97,985 in cash.  In July 2000,  the Company
     agreed  to  exchange  1,720,000  shares of common  stock  for  $557,477  of
     existing  long-term debt. All three of these transactions were concluded at
     $0.3266  per share.  On October 5, 2000,  the  stockholders  of the Company
     voted to  increase  the number of  authorized  shares of common  stock from
     50,000,000 to 100,000,000  with no change in par value. In conjunction with
     the increase in the authorized shares, the Company issued 27,010,000 shares
     of common  stock to effect a two for one  forward  split of the then issued
     and outstanding shares.

     In June 2001, the Company  completed a 1 for 10 reverse split of its shares
     of common stock.  5,402,000  shares were issued and  outstanding  following
     this action.  In June 2001,  the Company sold 125,000  shares of restricted
     common stock to a company  controlled  by the new  President of the Company
     for $200,000 in cash, or $1.60 per share.

     In  June  2001,  the  new  President  of the  Company  was  issued  646,500
     restricted common shares as sole compensation for the four-year term of his
     employment  agreement.  These shares were valued at $1.80 per share, or 50%
     of the then  current  market price of the stock due to size of the block of
     shares,  the  current  lack  of  significant  trading  volume  and  the 144
     restriction  on the shares,  or a total of  $1,163,700.  The  Company  will
     amortize  this deferred  compensation  at a rate of $72,731 per quarter for
     the four-year term of the employment agreement. In August 2001, the Company
     issued 135,000 shares for services valued at $270,000,  or $2.00 per share.
     In November 2001,  the Company  issued 129,082 shares of restricted  common
     stock to convert $17,488 of debt of ELVA, SA. In November and December, the
     Company issued 3,168,640 shares of restricted  common stock in exchange for
     $386,683 in cash.

     In March 2002, the Company issued 20,000 shares of restricted  common stock
     to a former  employee for services.  These shares were valued at 50% of the
     then market value, or $0.175 per share, for a total value of $3,500.

(3)  Income  Taxes  Deferred  income taxes  (benefits)  are provided for certain
     income and expenses which are  recognized in different  periods for tax and
     financial  reporting  purposes.  The Company had net operating  loss carry-
     forwards for income tax purposes of approximately $3,931,000,  which expire
     $68,000 on December  31, 2011,  $132,000 on December 31, 2117,  $232,000 on
     December 31, 2118,  $724,000 on December 31, 2119,  $1,164,000  on December
     31,  2020,  $1,488,800  on December  31, 2021 and  $122,000 on December 31,
     2022.

     The amount  recorded as a deferred  tax asset,  cumulative  as of March 31,
     2002 and 2001 is  approximately  $1,572,000 and  $1,062,000,  respectively,
     which  represents  the amount of tax benefits of the loss carry-  forwards.
     The Company has  established  a valuation  allowance  for this deferred tax
     asset of  $1,572,000  and  $1,062,000,  as the  Company  has no  history of
     profitable operations.






                                       F-8

<PAGE>



                            Elva International, Inc.
                   Notes to Consolidated Financial Statements


(3)  Income Taxes (Continued)
     The  significant  components  net  deferred tax asset as of March 31, 2002,
     are:


Net operating losses           $            1,572,000
Valuation allowance                        (1,572,000)
                               ----------------------
Net deferred tax asset         $                    0
                               ======================

     The Company's  subsidiary,  ELVA, SA, applied for research and  development
     income tax credits with the French  government for the years ended December
     31, 2001, 2000, 1999 and 1998. The credits are applied for on the Company's
     annual income tax return in mid-1999,  2000 and 2001.  The amounts  applied
     for were approximately $88,600, $104,500,  $94,800, $15,300 and $94,400 for
     2001, 2000, 1999, 1998 and 1997, respectively.  In the 4th quarter of 1999,
     2000 and 2001,  ELVA,  SA was  notified  by the  French  government  of the
     approval of the application for 1997, 1998 and 1999, respectively, and that
     payment by the  government  would occur in late 2002 and 2003.  The Company
     sold the 1997  receivable to its bank on a non-recourse  basis, in exchange
     for cash in the amount of $94,400.  It is now expected that the  government
     will  approve  the 2000  and 2001  credits.  They are  expected  to be paid
     $94,800 in 2002 and  $88,600  in 2003.  The  Company  expects to sell these
     receivables  to its bank in March 2002 under the same terms and  conditions
     as the 1997 credit.  In 1996,  ELVA, SA entered its technology in an annual
     technology competition. This competition is administered by ANVAR, a French
     quasi-governmental  agency  established  to reward  technology  advances by
     French commercial  enterprises.  Elva received one of the awards from ANVAR
     for its technology.  The Company believes, based on the foregoing,  that it
     is more likely than not that the Company  will  receive  these  ongoing tax
     credits from the French  government.  These  credits  reduce the income tax
     benefit of its net operating loss  carry-forwards for the French subsidiary
     on a one for one basis.

(4)  Going  Concern  As  shown  in  the  accompanying   consolidated   financial
     statements, the Company incurred net losses totaling $122,000 for the three
     months  ended  March 31,  2002,  and  reflects a  stockholders'  deficit of
     approximately  $3,931,000  as of March 31,  2002.  These  conditions  raise
     substantial  doubt as to the  ability of the Company to continue as a going
     concern.  The  ability of the  Company to  continue  as a going  concern is
     dependent  upon  increasing  sales and  obtaining  additional  capital  and
     financing.  The Company has  retained a registered  broker/dealer  to raise
     additional  funds  for the  Company  in an amount  up to  $12,000,000.  The
     financial statements do not include any adjustments that might be necessary
     if the Company is unable to continue as a going concern.

(5)  Related Party Transactions
     (a) Patents The Company  acquired  two French  patents,  Nos.  95-15735 and
     96-01872,  from the founders of ELVA,  SA for 21,069 shares of common stock
     of ELVA,  SA  valued  at  $320,700,  based on their  historical  cost,  and
     approximately  $3,333  per  month,  for the life of the  patents as royalty
     payments,  beginning in March 1997.  These ELVA, SA shares were part of the
     original issue shares of ELVA, SA, and accordingly had no fair market value
     at that time. After  approximately 8 months,  the principals  realized that
     the Company did not have the cash flow to continue to make the  payments to
     them and  continue  to develop the  marketing  efforts  and  suspended  the
     payments. In February 1999, the Company and the founders entered into a new
     agreement  which  called  for total  additional  payment  of  approximately
     $116,700,  with an initial payment of approximately  $25,000, and quarterly
     payments of approximately $11,500,  beginning on February 1, 2000. This new
     agreement also encompassed the international  patent application filed with
     the World  Organization of Intellectual  Property,  principally for the US,
     Canada,  Europe and Japan. It also encompasses the trademark "VOCALID," No.
     96-605347, registered at INPI in January 11, 1996.

     (b) Long-term debt In 1998, ELVA, SA received approximately $204,500 from a
     third party as a loan.  In December  1998,  as part of the reverse  merger,
     Elva,  Inc. issued  3,440,000  shares of common stock in settlement of this
     debt.  In March,  May and  September  1999 and March  and July  2000,  ELVA
     received  additional  traunches of this loan from the now related party, in
     the total amount of approximately $650,000. In July 2000,

                                       F-9

<PAGE>



                            Elva International, Inc.
                   Notes to Consolidated Financial Statements


(5)  Related Party Transactions (Continued)
     (b) Long-term debt  (continued)  the Company entered into an agreement with
     the holder of its related party long-term debt to exchange 1,720,000 shares
     of common stock for $557,477 of the existing  long-term  debt, and paid off
     the remaining  balance of  approximately  $90,000 in cash. The Company also
     received a $16,000 conditional loan from an unrelated company,  under which
     the Company would not be liable for repayment if the Company hired at least
     one former  technical  employee of the other  company.  The Company has not
     done so and is  repaying  this  loan  at a rate of  $3,000  per  year.  The
     repayment schedule is per the original agreement.

(6)  Commitments  The  Company is  committed  under an  operating  lease for its
     office  space.  The  Company is  obligated  under this lease for its office
     space for payments of $33,000 in 2002 and 2003,  respectively.  The Company
     can,  at its option,  elect to extend  this lease for up to one  additional
     three-year  period.  The Company  leases its office space in Singapore on a
     month-to-month  basis. The Company's rent expense was approximately $65,000
     and $55,500 for the years ended December 31, 2001 and 2000, respectively.

(7)  Concentration of Customers The Company's sole source of revenue to date has
     been one customer, a US based company. Accordingly, its revenue and related
     accounts receivable at all periods presented are all related to this single
     source. The Company is endeavoring to expand its customer base.

(8)  Patent License In 1997, the Company  entered into a  non-exclusive  license
     with a U.S.  company,  Atmel Corp.,  to license the Company's  patent.  The
     Company  received an initial  license fee of $100,000,  and will receive an
     additional  $50,000 fee once the 10  millionth  unit is delivered by Atmel.
     The Company also receives a royalty per total units sold:

<TABLE>
<CAPTION>
               Quantity                First 1 mm           To 10 mm       To 100 mm      Over 100 mm
                                   -------------------   --------------  -------------  ---------------
<S>                                     <C>                 <C>            <C>            <C>
Unit price less than $0.51               $0.02               $0.015         $0.01          $0.0005
Unit price greater than $0.50            $0.025              $0.02          $0.015         $0.01
</TABLE>

(9)  Conditional   Government   Subsidies  The  Company  has  received   several
     government grants which are conditional as to repayment.  The grants are to
     be applied as  reductions  of  salaries  and  employment  taxes paid to new
     employees.  They are  intended by the  government  to induce  increases  in
     employment,  as France has experienced high  unemployment over the last few
     years.  To date the Company has been  increasing  employment  and  applying
     accumulated  grants as offsets to salary  expense and at present is not yet
     obligated to repay any of these grants. The Company does not expect to have
     to repay any of the grant amounts.  These grants, if required to be repaid,
     do not require the payment of  interest.  The term for adding the  required
     employees  under these  grants is three  years.  The Company has  amortized
     approximately  $14,700 and $15,500 of the grants against salary expense for
     the year ending December 31, 2001 and 2000, respectively.

                                      F-10

<PAGE>



Item 2. Management's Plan of Operation

General

     In February 2002,  the Company's  Board of Directors  approved  issuance of
20,000 shares of its restricted common stock to Robert C. Pierre. Mr. Pierre had
asserted a claim for breach of an oral employment agreement. The Company settled
any such claim for the  20,000  shares  issued to Mr.  Pierre.  The shares  were
actually issued in March 2002.

     In March 2002, Serge Parienti resigned as the Company's President and Chief
Executive Officer. He was subsequently appointed  Vice-President.  He remained a
member of the Company's  Board of Directors.  Also in March 2002, Eric Danon was
appointed  President  and Chief  Executive  Officer  by the  Company's  Board of
Directors  and was also  appointed  to the Board of  Directors to fill a vacancy
until the next meeting of the shareholders in which Directors were elected..

12 Month Plan of Operation

     The  Company's  plan of  operations  for the next  twelve (12) months is to
continually  refine its strategy for  capitalizing  on recent  trends within the
Smart Card  industry  and to exploit such trends to its  advantage.  The Company
plans to develop new and varied  VocaliD(R)  Smart Card  systems,  concepts  and
ventures. We will also further refine our current VocaliD(R) Smart Card Web site
to make it a more  complete  one stop  information  source to the  industry  and
future clients.

     The Company  believes it can  capitalize on the general  Internet  trend of
increasing  consumer  usage and  increasing  levels of  e-commerce  transactions
through  providing the market the  Company's  VocaliD(R)  Smart Card,  which the
Company  believes will increase  levels of  person-to-person  communication  and
which may directly increase levels of advertising and Web site linkage revenues.
The  Company   believes  that  it  is  well   positioned  to  profit  from  such
opportunities.

     The Company's  business  strategy is to develop its  VocaliD(R)  Smart Card
system to provide  consumers with versatile high quality,  easy to use, personal
and secure communications.  The Company believes the ease of use and versatility
of its online Smart Card system will differentiate itself among the array of off
line smart card options and that this differentiation  strategy will allow it to
carve out a profitable  market niche.  In addition to the primary revenue stream
derived from fees earned  through the usage of the  Company's  VocaliD(R)  Smart
Card, the Company  believes that its market niche will allow it to  successfully
gain consumer "hits" to its VocaliD(R)  Smart Card Web site. Such "hits" are the
major factor in  determining  advertising  revenue  over the  Internet  (through
banner ad sales) and may allow the  Company to  realize  an  additional  revenue
stream through charging  advertising  fees for banner ad placements.  Therefore,
while the Company plans to generate its primary revenue by charging fees for the
use of its  VocaliD(R)  Smart Card  system,  the  Company  believes  it may also
generate  significant  revenue by attracting interest ("hits") to its VocaliD(R)
Smart Card Web site.

     The Company plans to seek out strategic alliances,  joint venture partners,
and business partners with other high-technology firms in which shared resources
could provide enhanced  shareholder value. The Company plans to continually scan
the environment for such partnering opportunities.  Particular attention will be
paid to the possibilities of developing international

                                       13

<PAGE>


corporate  strategic  alliances,  partnering  with  successful  U.S.  technology
start-ups, and finding merger and acquisition candidates or counter-parties with
firms operating in the U.S. and/or abroad.

Results of Operations  -For the Three Months Ending March 31, 2001 and March 31,
2002

Financial Condition, Capital Resources and Liquidity

     For the first  quarter  ended March 31, 2001 and 2002 the Company  recorded
revenues of $112,528 and $48,727, respectively.

     For the first  quarter ended March 31, 2001 and 2002 the Company had salary
expenses of $218,258 and $53,303, respectively.

     For the first quarter  ended March 31, 2001 and 2002,  the Company had on a
consolidated unaudited basis general and administrative expenses of $122,473 and
$96,858, respectively.

     For the first quarter  ended March 31, 2001 and 2002,  the Company had on a
consolidated  unaudited basis total operating expenses of $452,355 and $165,466,
respectively.

Net Losses

     For the first quarter ended March 31, 2001 and 2002, the Company reported a
net loss from operations  excluding foreign currency translation of $339,827 and
$116,739, respectively.

     The ability of the Company to continue as a going concern is dependent upon
its ability to obtain clients who will utilize the Company's  VocaliD(R) product
and whether the Company can attract an adequate  number of clients.  The Company
believes  that in order to be able to expand its initial  operations in terms of
sales and marketing,  it must establish new offices in the USA and abroad,  hire
staff and acquire  through  purchase or lease  computer and office  equipment to
maintain accurate financial accounting and client data.

     To implement such plan, also during this initial phase, the Company intends
to initiate a self- directed private  placement under Rule 506 in order to raise
the funds required by its development among which the financial means related to
new staff,  equipment and offices.  No  underwriters  have been contacted and no
known  investors have been  contacted with respect to such fund raising.  In the
event such  placement  is  successful,  the Company  believes  that it will have
sufficient  operating  capital to meet the initial expansion goals and operating
costs for a period of one year.

Employees

     At March 31, 2002, the Company had a total of 13 employees, of which 4 were
employed in sales and marketing,  7 were employed in product  development  and 2
were employed in administration and finance.  Our future performance  depends in
significant part upon the continued  service of our key technical and management
personnel, and our continuing ability to attract and retain highly qualified and
motivated  personnel  in all  areas  of our  operations.  Competition  for  such
personnel is intense.  We provide no assurance that we can retain key managerial
and technical employees or that we can

                                       14

<PAGE>


attract,  assimilate or retain other highly  qualified  personnel in the future.
Our employees are not  represented by a labor union. We have not experienced any
work stoppages and consider our employee relations to be good.

     The Company  will  attempt to maintain  diversity  within its  customer and
advertising base in order to decrease its exposure to downturns or volatility in
any particular market segment. As part of this selection  strategy,  the Company
intends to offer its services to those  consumers and strategic  partners  which
have  a  reputation  for  reputable  dealings  and,  eliminating  customers  and
advertisers that it believes  present a higher credit risk. Where feasible,  the
Company will evaluate  beforehand each customer,  supplier,  partner,  strategic
partner, and advertiser for their creditworthiness.

Research and Development Plans

     For the next twelve months there is a plan for funding  extensive  research
and development efforts. Our goal is to enhance the technology features in terms
of personalization and security. For that purpose, the chip capabilities and the
software  environment  will both be enlarged  and  improved in order to supply a
more  efficient  access  to the  technology  for  each  end  user  and  for  any
application.

     Other  investments  related  to the  manufacturing  process  are also being
scheduled.  Therefore, the Company foresees significant changes in the number of
employees.

Forward-Looking Statements

     This Form 10-QSB includes  "forward-looking  statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-QSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures  (including the amount and nature thereof),  finding
suitable merger or acquisition candidates, expansion and growth of the Company's
business and operations, and other such matters are forward-looking  statements.
These  statements  are based on certain  assumptions  and  analyses  made by the
Company in light of its  experience  and its  perception of  historical  trends,
current conditions and expected future  developments as well as other factors it
believes are appropriate in the circumstances.  However,  whether actual results
or developments will conform with the Company's  expectations and predictions is
subject  to a number of risks and  uncertainties,  general  economic  market and
business  conditions;  the business  opportunities (or lack thereof) that may be
presented  to and pursued by the  Company;  changes in laws or  regulation;  and
other   factors,   most  of  which  are  beyond  the  control  of  the  Company.
Consequently, all of the forward-looking statements made in this Form 10-QSB are
qualified by these cautionary  statements and there can be no assurance that the
actual results or  developments  anticipated by the Company will be realized or,
even if substantially  realized, that they will have the expected consequence to
or effects on the Company or its business or operations.  The Company assumes no
obligations to update any such forward-looking statements.



                                       15

<PAGE>


PART II

Item 1. Legal Proceedings.

     Lionel Rotcage, the company's former President, CEO, and Dirctor and Perrot
Ltd.  have  threatened  a law suit  against the company  relating to  agreements
between the  parties and  unspecified  disclosure  issues.  No law suit has been
filed to date.



Item 2. Changes in Securities and Use of Proceeds

         None

Item 3. Defaults in Senior Securities

         None

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

     No matter was submitted,  during the quarter ending March 31, 2002, covered
by  this  report,  to  a  vote  of  the  Company's  shareholders,   through  the
solicitation of proxies or otherwise.

Item 5. Other Information

         None.

Item 6. Exhibits and Reports on Form 8-K

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

<TABLE>
<CAPTION>
Exhibit No.             Description
----------------------------------------------------------------------
<S>      <C>      <C>
3(i).1   [1]      Articles of Incorporation effective August 15, 1997.

3(i).2   [1]      Amended Articles of Incorporation filed January 29, 1999.

3(i).3   [2]      Amended Articles of Incorporation filed November 2000.

3(i).4   [2]      Amended Articles of Incorporation filed March 2001.

3(i).5   [2]      Articles of Association of ELVA ASIA PTE LTD effective October 30, 2000.

3(ii).1  [1]      Bylaws.
</TABLE>


                                       16

<PAGE>

<TABLE>
<S>      <C>      <C>
5.1      [3]      Opinion of Mintmire & Associates.

10.1     [1]      Letter of Intent between the Company and ELVA, SA. dated December 19, 1998.

10.2     [2]      Lease Agreement for California.

10.3     [2]      Lease Agreement for Asian office for ELVA ASIA PTE LTD.

10.4     [3]      Elva International, Inc. Year 2001 Employee/Consultant Stock Compensation Plan
                  (formerly Exhibit 10.1 and Exhibit 10.6).

10.5     [4]      Perrot, Ltd. Services Agreement dated May 1, 2001 (formerly filed as Exhibit
                  10.4).

10.6     [4]      Perrot, Ltd. Supplemental Agreement dated May 1, 2001 (formerly filed as Exhibit
                  10.5).

10.7     *        Non-Exclusive Manufacturing Agreement dated December 6, 2001 (in French).

23.1     [3]      Consent of Durland & Company, CPAs, P.A.

23.2     [3]      Consent of  Mintmire & Associates  (contained  in the  opinion  filed as Exhibit
                  5.1)
</TABLE>
--------------------------------------------------
[1]  Previously filed as an exhibit to the Company's  Registration  Statement on
     Form 10-SB January 27, 2000.

[2]  Previously  filed as an  exhibit  to the  Company's  Annual  Report on Form
     10-KSB filed April 16, 2001.

[3]  Previously filed as an exhibit to the Company's  Registration  Statement on
     Form S- 8 July 13, 2001.

[4]  Previously  filed as an exhibit to the Company's  Quarterly  Report on Form
     10-QSB filed August 14, 2001.

[5]  Previously  filed as an  exhibit  to the  Company's  Annual  Report on Form
     10-KSB on April 15, 2002.

*    Filed herewith

     (b) No Reports on Form 8-K have been filed.





                                       17


<PAGE>


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                            Elva International, Inc.
                                  (Registrant)



Date:    May 20, 2002        /s/Eric Danon
                             ------------------------------------------------
                             Eric Danon, President, CEO & Director

                             /s/Serge Parienti
                             ------------------------------------------------
                             Serge Parienti, VP and Director

                             /s/Patrick Misko
                             ------------------------------------------------
                             Patrick Misko, VP and Director





                                         18