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, 2003

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

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,  2003,  there  were  16,707,764  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










                                       F-1

<PAGE>



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


                                                                                 March 31, 2003  December 31, 2002
                                                                                ---------------- ----------------
                                                                                   (unaudited)
<S>                                                                             <C>              <C>
                                         ASSETS
CURRENT ASSETS
  Cash and equivalents                                                          $         17,327 $        133,223
  Accounts receivable, net of reserve of $1,960 and $1,887                               150,238           81,396
  VAT tax receivable                                                                      40,250           31,143
   Inventory                                                                              55,039           52,978
                                                                                ---------------- ----------------
          Total current assets                                                           262,854          298,740
                                                                                ---------------- ----------------

PROPERTY AND EQUIPMENT
  Computers and equipment                                                                179,498          172,777

        Less accumulated depreciation                                                   (126,405)        (117,263)
                                                                                ---------------- ----------------

          Net property and equipment                                                      53,093           55,514
                                                                                ---------------- ----------------

OTHER ASSETS
  Deposits and other assets                                                               20,847            7,951
  Income tax credit receivable                                                           224,251          215,067
  Patent                                                                                 568,714          543,012

        Less accumulated amortization                                                   (131,777)        (120,046)
                                                                                ---------------- ----------------

          Net other assets                                                               682,035          645,984
                                                                                ---------------- ----------------
Total Assets                                                                    $        997,982 $      1,000,238
                                                                                ================ ================

                   LIABILITIES AND STOCKHOLDERS' EQUITY ( DEFICIENCY)
CURRENT LIABILITIES
   Accounts payable                                                             $        277,126 $        201,261
   Accrued Expenses
       Trade                                                                              67,652           73,142
       Payroll and taxes                                                                 183,098          215,293
   Current portion of long-term debt                                                       3,322            3,197
   Advances from shareholders                                                            150,813          161,863
   Conditional government subsidy                                                         98,708           95,012
                                                                                ---------------- ----------------

          Total current liabilities                                                      780,719          749,768
                                                                                ---------------- ----------------

LONG-TERM DEBT
   Conditional government subsidy                                                        200,132          192,638
                                                                                ---------------- ----------------

          Total long-term debt                                                           200,132          192,638
                                                                                ---------------- ----------------
Total Liabilities                                                                        980,851          942,406
                                                                                ---------------- ----------------
Minority interest in consolidated subsidiary                                                   0                0
                                                                                ---------------- ----------------

STOCKHOLDERS' EQUITY (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;
     16,757,759 and 9,606,222 issued and outstanding shares                                1,676            1,576
   Additional paid-in capital                                                          4,982,276        4,682,376
   Stock subscriptions receivable                                                       (100,000)               0
   Accumulated comprehensive income (loss)                                                40,650          (29,729)
   Deficit                                                                            (4,907,471)      (4,596,391)
                                                                                ---------------- ----------------

          Total stockholders' equity (deficiency)                                         17,131           57,832
                                                                                ---------------- ----------------
Total Liabilities and Stockholders' Equity (Deficiency)                         $        997,982 $      1,000,238
                                                                                ================ ================
</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)


                                                                        2003        2002
                                                                   ------------ ------------
<S>                                                                <C>          <C>
REVENUES                                                           $     14,713 $     48,727
                                                                   ------------ ------------

OPERATING EXPENSES
    Salaries                                                            148,433       53,303
    Advertising                                                          15,292        4,057
    Depreciation and amortization                                        11,467       11,248
    General and administrative                                           83,105       96,858
    Research and development                                             67,074            0
                                                                   ------------ ------------

          Total operating expenses                                      325,371      165,466
                                                                   ------------ ------------

 Operating Loss                                                        (310,658)    (116,739)
                                                                   ------------ ------------

OTHER INCOME (EXPENSE):
    Interest income                                                          66            0
    Interest expense                                                       (488)      (5,187)
    Foreign currency transaction gain (loss)                                  0         (222)
                                                                   ------------ ------------

          Total other income (expense)                                     (422)      (5,409)
                                                                   ------------ ------------

Net loss before tax credit and minority interest                       (311,080)    (122,148)

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

Net loss                                                               (311,080)    (122,148)

Other comprehensive income (loss):
    Foreign currency translation gain (loss)                             70,379       (3,735)
                                                                   ------------ ------------

Comprehensive loss                                                 $   (240,701)$   (125,883)
                                                                   ============ ============

Net loss per common share                                          $      (0.02)$      (0.01)
                                                                   ============ ============

Weighted average number of common shares outstanding                 16,257,759    9,626,222
                                                                   ============ ============
</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.             Stock      Comp.               Stockholders'
                                                Number of  Common    Paid-in  Deferred   Subs.     Income                  Equity
                                                  Shares    Stock    Capital    Comp.    Rec.      (Loss)     Deficit   (Deficiency)
                                              ----------- ------- ---------- --------- --------- -------- ----------- ------------
<S>                                            <C>        <C>     <C>        <C>       <C>       <C>      <C>         <C>
BEGINNING BALANCE,
December 31, 1998                              21,500,000 $ 2,150 $  828,401 $       0 $       0 $(52,349)$  (432,606)$    345,596

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

BALANCE, December 31, 1999                     21,500,000   2,150    828,401         0         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           0      557,477
 Shares issued for cash                         3,790,000     379  1,237,500         0         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            0
 Other comprehensive income (loss)                      0       0          0         0         0   25,724           0       25,724
 Net loss                                               0       0          0         0         0        0  (1,163,846)  (1,163,846)
                                              ----------- ------- ---------- --------- --------- -------- ----------- ------------

BALANCE, December 31, 2000                     54,020,000   5,402  2,620,505         0         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            0
 Shares issued for cash                         3,293,640     329    586,354         0         0        0           0      586,683
 144 shares issued for services                   646,500      65    103,375  (103,440)        0        0           0            0
 S-8 shares issued for services                   135,000      14    269,986         0         0        0           0      270,000
 Conversion of debt of subsidiary for stock       129,082      13     17,475         0         0        0           0       17,488
 Deferred compensation amortization                     0       0          0    10,775         0        0           0       10,775
 Other comprehensive income (loss)                      0       0          0         0         0   40,426           0       40,426
 Net loss                                               0       0          0         0         0        0  (1,378,332)  (1,378,332)
                                              ----------- ------- ---------- --------- --------- -------- ----------- ------------

BALANCE, December 31, 2001                      9,606,222     961  3,602,557   (92,665)        0   12,625  (3,698,496)    (175,018)

Year ended December 31, 2002:
 144 shares issued for services                   120,000      12     10,488         0         0        0           0       10,500
 144 shares issued for cash                     6,031,537     603  1,069,331         0         0        0           0    1,069,934
 Deferred compensation amortization                     0       0          0    92,665         0        0           0       92,665
 Other comprehensive income (loss)                      0       0          0         0         0  (42,354)          0      (42,354)
 Net loss                                               0       0          0         0         0        0    (897,895)    (897,895)
                                              ----------- ------- ---------- --------- --------- -------- ----------- ------------

BALANCE, December 31, 2002                     15,757,759   1,576  4,682,376         0         0  (29,729) (4,596,391)      57,832

Three months ended March 31, 2003
 144 shares issued for cash                     1,000,000     100    299,900         0  (100,000)       0           0      200,000
 Other comprehensive income (loss)                      0       0          0         0         0   70,379           0       70,379
 Net loss                                               0       0          0         0         0        0    (311,080)    (311,080)
                                              ----------- ------- ---------- --------- --------- -------- ----------- ------------

ENDING BALANCE, March 31, 2003
(unaudited)                                    16,757,759 $ 1,676 $4,982,276 $       0 $(100,000)$ 40,650 $(4,907,471)$     17,131
                                              =========== ======= ========== ========= ========= ======== =========== ============
</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)

                                                                                     2003             2002
                                                                                -------------    -------------
<S>                                                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                        $    (311,080)   $    (122,148)
Adjustments to reconcile net loss to net cash used by operating activities:
     Minority interest in consolidated subsidiary income                                    0                0
     Depreciation and amortization                                                     11,467           11,248
     Common stock issued for services                                                       0            3,500
     Amortization of deferred compensation                                                  0                0
     Foreign exchange transaction gain (loss)                                               0              322
     Amortization of government subsidy                                                     0                0
     Reserve for impairment of assets                                                       0                0
Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                                       (64,692)          32,284
     (Increase) decrease in inventory                                                       0                0
     (Increase) decrease in VAT receivable                                             (7,777)          16,925
     (Increase) decrease in deposits and other assets                                 (12,399)          26,135
     (Increase) decrease in income tax credit receivable                                 (805)               0
     Increase (decrease) in accounts payable                                           67,029           (9,972)
     Increase (decrease) accrued expense - trade                                        6,251           (8,491)
     Increase (decrease) salaries and payroll and taxes                               (39,962)          59,791
     Increase (decrease) in deferred revenue                                                0          (23,080)
                                                                                -------------    -------------

Net cash  provided (used) by operating activities                                    (351,968)         (13,486)
                                                                                -------------    -------------

CASH FLOW FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                                     0           (3,180)
     Sales of property and equipment                                                        0                0
     Increase expenditure application patent                                           (4,910)               0
                                                                                -------------    -------------

Net cash provided (used) by investing activities                                       (4,910)          (3,180)
                                                                                -------------    -------------

CASH FLOW FROM FINANCING ACTIVITIES:
     Proceeds from bank overdraft                                                           0            1,126
     Repayment of bank overdraft                                                            0                0
     Shareholder advances                                                                   0                0
     Shareholder advance repayments                                                    17,087           (9,012)
     Receipt of conditional government subsidy                                              0                0
     Proceeds of  long term debt - related party                                            0                0
     Debt payments                                                                          0                0
     Issuance of common stock for cash                                                200,000                0
                                                                                -------------    -------------

Net cash provided by financing activities                                             217,087           (9,012)
                                                                                -------------    -------------

Effect of exchange rates on cash                                                       23,895            9,990
                                                                                -------------    -------------

Net increase (decrease) in cash and equivalents                                      (115,896)         (15,688)

CASH and equivalents, beginning of period                                             133,223           16,739
                                                                                -------------    -------------

CASH and equivalents, end of period                                             $      17,327    $       1,051
                                                                                =============    =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid in cash                                                           $         488    $       5,187
                                                                                =============    =============

Non-Cash Financing Activities:
  Debt converted to common stock                                                $           0    $           0
                                                                                =============    =============
  144 common stock issued for stock subscription receivable                     $     100,000    $           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 regard to the three months
                  ended March 31, 2003 and 2002 is unaudited)


(1)  Summary of Significant Accounting Principles
     The  Company  Elva  International,  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 and to Elva International,  Inc. on February
     23, 2001. 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,  and
     closed this entity in 2002.  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  International,  Inc.
     issued  14,160,000  shares of common stock to acquire  substantially al 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  International,  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 International,  Inc. Prior to this reverse merger, Elva International,
     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
     International,   Inc.  or,  in  this  case,  as  a  capitalization  of  the
     accumulated deficit of Elva International, Inc. to the date of the merger.

     c)  Principles  of  consolidation  The  consolidated  financial  statements
     include  the  accounts of Elva  International,  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
     $4,511 and  $5,942  for the three  months  ended  March 31,  2003 and 2002,
     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 $6,956 and $5,307 for the
     three months ended March 31, 2003 and 2002, 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 functional  currency of ELVA, SA, as well as on a
     consolidated  basis,  is the Euro.  ELVA, SA has only one customer which is
     located in the US.  ELVA,  SA bills this  customer  in Euros and is paid 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 Euros
     billed and the  amount of Euros 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 and 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,  2003 and  2002 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 had
     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  14,160,000 shares for 26,326 of the 26,336 shares
     issued and outstanding of ELVA, SA, a French corporation.

                                       F-7

<PAGE>



                            Elva International, Inc.
                   Notes to Consolidated Financial Statements


(2)  Stockholders'  Equity  (Continued)  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 May 2001, the Company sold 1,250,000  shares of restricted
     common stock to a company  controlled  by the new  President of the Company
     for $200,000 in cash, or $0.16 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 $0.16 per share, at the
     same  price  per  share as  those  he  purchased  for  cash,  or a total of
     $103,440.  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. In May
     2002,  the Company sold  1,831,538  shares of  restricted  common stock for
     $270,000  in cash,  or $0.147 per share.  In July 2002,  the  Company  sold
     3,333,333 shares of restricted  common stock for $500,000 in cash, or $0.15
     per  share.  In  September  2002,  the  Company  issued  100,000  shares of
     restricted  common  stock  for  services,  valued at $0.15  per  share.  In
     November 2002,  the Company sold 666,666 shares of restricted  common stock
     in exchange for $200,000 in cash, or $0.30 per share. In December 2002, the
     Company  sold  200,000  shares of  restricted  common stock in exchange for
     $100,000 in cash,  or $0.50 per share.  The cash  purchaser in November and
     December was the same entity.

     In  January  and  February  2003,  the  Company  sold  1,000,000  shares of
     restricted  common  stock  in  exchange  for  $200,000  in cash and a stock
     subscription  of $100,000,  or $0.30 per share,  to the same investor as in
     the fourth quarter.

(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 $4,907,500,  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,  $1,378,300  on December 31, 2021,  $897,900 on December 31, 2022
     and $311,100 on December 31, 2023.


                                       F-8

<PAGE>



                            Elva International, Inc.
                   Notes to Consolidated Financial Statements


(3)  Income  Taxes  (Continued)  The  amount  recorded  as  deferred  tax  asset
     cumulative  as  of  March  31,  2003  is  approximately  $1,963,000,  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 $1,963,000, as the Company has no history of profitable operations.

     The significant components net deferred tax asset as of March 31, 2003 are:


Net operating losses          $          1,963,000
Valuation allowance                     (1,963,000)
                              --------------------
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 2003  and  $88,600  in 2004.  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 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 $311,000 for the three
     months  ended  March 31,  2003,  and  reflects  a  stockholders'  equity of
     approximately  $17,000  as  of  March  31,  2003.  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  $2,000,000.  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 January 11, 1996.

                                       F-9

<PAGE>


                            Elva International, Inc.
                   Notes to Consolidated Financial Statements


(5)  Related Party Transactions (Continued)
     (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,  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 2003.  The  Company  can, at its option,
     elect to extend this lease for up to one additional three-year period.

(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 US 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:


                Quantity          First 1 mm   To 10 mm To 100 mm  Over 100 mm
                                  ----------  --------- --------- ------------
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

(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
     a 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.

(10) Subsequent Events
     (a)  Stockholders'  equity In April 2003, the Company received the $100,000
     stock subscription receivable in cash.



                                      F-10

<PAGE>


Item 2. Management's Plan of Operation

General

In January 2003, the Company  entered into a consulting  agreement with Matthews
Morris & Company to  perform  certain  finance,  accounting  and other  business
services for the Company. For such services,  the Company agreed to pay a fee of
$1,200 per man per day. The term of the agreement is for a period of one year.

In January and February 2003,  the Company sold  1,000,000  shares of restricted
common  stock in  exchange  for  $200,000  in cash and a stock  subscription  of
$100,000, or $0.30 per share, to the same investor as in the fourth quarter. For
such offering, Elva International, Inc. (the "Company") relied upon Section 4(2)
of the  Securities  Act of  1933,  as  amended  and  Rule  506 of  Regulation  D
promulgated thereunder.

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 is
currently developing new and varied VocaliD(R) Smart Card systems,  concepts and
ventures.  Thanks to the I-Proved web site, VocaliD(R) Smart Card related to web
communication  is  enhanced.  This new web site  offers a  different  and 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  e-transaction related to security and trust. 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 and transactions. The Company believes the ease of use and
versatility of its online Smart Card system will differentiate  itself among the
array of "off line  only"  smart  card  options  and that  this  differentiation
strategy will allow it to carve out a profitable market niche.

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  corporate  strategic
alliances,  partnering with successful  U.S.North American technology firms, 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, 2003 and March 31,
2002

Financial Condition, Capital Resources and Liquidity

For the  first  quarter  ended  March  31,  2003 and 2002 the  Company  recorded
revenues of $14,713 and $48,727, respectively.


                                       12
<PAGE>


For the first  quarter  ended  March 31,  2003 and 2002 the  Company  had salary
expenses of $148,433 and $53,303, respectively.

For the first  quarter  ended  March 31,  2003 and 2002,  the  Company  had on a
consolidated unaudited basis general and administrative  expenses of $83,105 and
$96,858, respectively.

For the first  quarter  ended  March 31,  2003 and 2002,  the  Company  had on a
consolidated  unaudited basis total operating expenses of $325,371 and $165,466,
respectively.

Net Losses

For the first quarter ended March 31, 2003 and 2002, the Company  reported a net
loss from  operations  excluding  foreign  currency  translation of $311,080 and
$122,148, 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

The manpower has been reduced to 8 people: 3 managers, 1 Sales and Marketing,  4
R&D. In addition to the person who is  specifically  in charge of sales, 6 other
persons are strongly involved in sales and marketing  operations including the 3
managers and 3 engineers as technical support. 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  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.


                                       13
<PAGE>


Research and Development Plans

A new R&D strategy is being  currently  studied and will be issued by the end of
2003.  Our  main  goal  is to  enhance  the  technology  features  in  terms  of
personalization,  security, multi application, multi platform and product costs.
For that purpose, chip design-based positioning and software development related
to resources will be accurately refined.

Investments  related to the manufacturing  process have stopped as VocaliD smart
cards are currently manufactured by Sagem, the Company's subcontractor.

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.

                                     PART II

Item 1. Legal Proceedings.

From time to time, we may be involved in litigation  relating to claims  arising
out of our  operations  in the normal  course of  business.  The  Company is not
currently a party to any legal proceedings. Nevertheless Elva S.A, the Company's
subsidiary,  was to satisfy Lionel  Rotcage's  claim in France to a French court
aiming to obtain further specific information and documents related to Elva S.A.
This has been fully achieved.

The  Company is also  awaiting  a decision  from a French  Court  regarding  the
reimbursement of Mr. Cedric Colnot's current account.

Item 2. Changes in Securities and Use of Proceeds

None.


                                       14
<PAGE>


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, 2003,  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>
Item 13.          Index to Exhibits
---------         -----------------------
<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.

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).
</TABLE>


                                       15
<PAGE>


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

10.7     [5]      Non-Exclusive Manufacturing Agreement dated December 6, 2001 (in French).

10.8     [6]       I-PROVED Agreement dated May 5, 2003.

10.9      *        Consulting Agreement with Matthews Morris & Company, Inc. dated January 2,
                   2003.

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).

99.1      *       Certification by Chief Executive Officer pursuant to 18 U.S.C. 1350.

99.2      *       Certification by Chief Financial Officer pursuant to 18 U.S.C. 1350.
-------------------------------------------------
</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 filed April 15, 2002.
[6]  Previously  filed as an  exhibit  to the  Company's  Annual  Report on Form
     10-KSB filed April 15, 2003. * Filed herewith

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

                                   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 19, 2003            /s/ Eric Danon
                                 --------------------------------------
                                 Eric Danon, President, CEO & Director

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

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




                                       16
<PAGE>


                                 CERTIFICATIONS

I, Eric Danon, certify that:

1. I have reviewed this quarterly  report on Form 10-QSB of Elva  International,
Inc.

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report.

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
exchange act rules 13a-14 and 15d- 14) for the registrant and have:

     A) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;
     B) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "evaluation date"); and
     C)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the evaluation date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     A) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and
     B) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls.

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 19, 2003

/s/ Eric Danon
-----------------------------------------------
Eric Danon
Chief Executive Officer (or equivalent thereof)



                                       17
<PAGE>



I, Eric Danon, certify that:

1. I have reviewed this quarterly  report on Form 10-QSB of Elva  International,
Inc.

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report.

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
exchange act rules 13a-14 and 15d- 14) for the registrant and have:

     A) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;
     B) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "evaluation date"); and
     C)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the evaluation date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     A) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and
     B) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls.

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 19, 2003

/s/ Eric Danon
-----------------------------------------------
Eric Danon
Chief Financial Officer (or equivalent thereof)


                                       18