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

                                  Amendment 2
                                       to
                                   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, 2000

Commission file no. 000-29201

                                   ELVA, INC.
                  --------------------------------------------
               (Name of small business registrant in its charter)

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

222 Lakeview Avenue, Suite 415
West Palm Beach, Florida                                         33401
- -------------------------------------                        ----------
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number (561) 659-6530

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

                                                  Name of each exchange on
      Title of each class                           which registered

         None
-----------------------------                     -------------------------

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

                         Common Stock, $.0001 par value
                       -----------------------------------
                                (Title of class)
 Copies of Communications Sent to:

                                    Donald F. Mintmire, Esq.
                                    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, 2000,  there are  21,500,000  shares of voting stock of the
registrant issued and outstanding.

         This  Amendment  is being  filed  to  reflect  consistent  edits to the
financial  statements  and to  Management's  Discussion  and Analysis or Plan of
Operation pursuant to the Company's recently filed 10 SB Amendment 3.









<PAGE>



PART I

Item 1. Financial Statements

Item 2. Management's Discussion and Analysis or Plan of Operation





                          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, Inc.
                           Consolidated Balance Sheets


                                                                       December 31,          March 31,
                                                                           1999                2000
                                                                    ------------------- -------------------
                                                                                            (unaudited)
<S>                                                                 <C>                 <C>
                                   ASSETS
CURRENT ASSETS
  Cash and equivalents                                              $            97,476 $            79,374
  Accounts receivable                                                            55,958               6,527
  VAT tax receivable                                                             42,251              11,125
                                                                    ------------------- -------------------
          Total current assets                                                  195,685              97,026
                                                                    ------------------- -------------------

PROPERTY AND EQUIPMENT
  Computers and equipment                                                        72,036              71,436

        Less accumulated depreciation                                           (28,843)            (31,801)
                                                                    ------------------- -------------------

          Net property and equipment                                             43,193              39,635
                                                                    ------------------- -------------------

OTHER ASSETS
  Deposits and other assets                                                      16,134              30,256
  Income tax credit receivable                                                  111,791             110,226
  Patent                                                                        313,092             423,148

        Less accumulated amortization                                           (43,931)            (47,895)
                                                                    ------------------- -------------------

          Net other assets                                                      397,086             515,735
                                                                    ------------------- -------------------
Total Assets                                                        $           635,964 $           652,396
                                                                    =================== ===================

                  LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
   Accounts payable                                                 $            46,006 $            54,692
   Accrued Expenses
       Trade                                                                     34,919              44,361
       Salaries and payroll taxes                                               126,644             121,629
   Current portion of long-term debt                                              2,450                   0
   Advances from shareholders                                                         0             185,960
   Conditional government subsidy                                                95,365              77,750
                                                                    ------------------- -------------------

          Total current liabilities                                             305,384             484,392
                                                                    ------------------- -------------------

LONG-TERM DEBT
   Conditional government subsidy                                               190,729             198,894
   Other long-term debt                                                           9,802               8,886
   Long-term debt - related party                                               509,341             570,163
                                                                    ------------------- -------------------

          Total long-term debt                                                  709,872             777,943
                                                                    ------------------- -------------------
Total Liabilities                                                             1,015,256           1,262,335
                                                                    ------------------- -------------------
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;
     21,500,000 issued and outstanding shares                                     2,150               2,150
  Additional paid-in capital                                                    828,401             828,401
  Accumulated comprehensive income (loss)                                       (53,525)            (10,284)
  Deficit                                                                    (1,156,318)         (1,430,206)
                                                                    ------------------- -------------------

          Total stockholders' deficiency                                       (379,292)           (609,939)
                                                                    ------------------- -------------------
Total Liabilities and Stockholders' Deficiency                      $           635,964 $           652,396
                                                                    =================== ===================
</TABLE>




     The accompanying notes are an integral part of the financial statements


                                       F-2


<PAGE>




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



                                                                                 2000                  1999
                                                                         --------------------  ---------------------

REVENUES                                                                 $             74,013  $              62,696
                                                                         --------------------  ---------------------
<S>                                                                      <C>                   <C>
OPERATING EXPENSES
    Salaries                                                                          164,845                120,930
    Advertising                                                                         2,734                  9,373
    Royalty expense - related parties                                                       0                 24,363
    Depreciation and amortization                                                       9,329                  5,855
    General and administrative                                                        171,085                220,652
    Research and development                                                                0                      0
                                                                         --------------------  ---------------------

          Total operating expenses                                                    347,993                381,173
                                                                         --------------------  ---------------------

 Operating Loss                                                                      (273,980)              (318,477)
                                                                         --------------------  ---------------------

OTHER INCOME (EXPENSE):
    Interest income                                                                       351                  5,383
    Interest expense                                                                   (5,985)                (1,394)
    Foreign currency transaction gain (loss)                                            3,538                  4,749
                                                                         --------------------  ---------------------

          Total other income (expense)                                                 (2,096)                 8,738
                                                                         --------------------  ---------------------

Net loss before tax credit and minority interest                                     (276,076)              (309,739)

    Foreign income tax credit                                                           2,188                      0
    Minority interest in consolidated subsidiary income (loss)                              0                      0
                                                                         --------------------  ---------------------

Net loss                                                                             (273,888)              (309,739)

Other comprehensive income (loss):
    Foreign currency translation gain (loss)                                           43,240                (22,839)
                                                                         --------------------  ---------------------
Comprehensive loss                                                       $           (230,648) $            (332,578)
                                                                         ====================  =====================
Net loss per common share                                                $              (0.01) $               (0.01)
                                                                         ====================  =====================

Weighted average number of common shares outstanding                               21,500,000             21,500,000
                                                                         ====================  =====================
</TABLE>













     The accompanying notes are an integral part of the financial statements


                                       F-3

<PAGE>



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





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

Year ended December 31, 1999:
   Other comprehensive income (loss)                   0            0            0           (1,175)              0          (1,175)
   Net loss                                            0            0            0                0        (723,712)       (723,712)
                                            ------------  ----------- ------------ ---------------- --------------- ---------------

BALANCE, December 31, 1999                    21,500,000        2,150      828,401          (53,524)     (1,156,318)       (379,291)

Three months ended March 31, 2000:
----------------------------------
(unaudited)
   Other comprehensive income (loss)                   0            0            0           43,240               0          43,240
   Net loss                                            0            0            0                0        (273,888)       (273,888)
                                            ------------  ----------- ------------ ---------------- --------------- ---------------

BALANCE, March 31, 2000 (unaudited)           21,500,000  $     2,150 $    828,401 $        (10,284)$    (1,430,206)$      (609,939)
                                            ============  =========== ============ ================ =============== ===============
</TABLE>












     The accompanying notes are an integral part of the financial statements


                                       F-4

<PAGE>



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


                                                                                     2000                  1999
                                                                              ------------------    -------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                      $         (273,888)   $          (309,739)
Adjustments to reconcile net loss to net cash used by operating activities:
     Minority interest in consolidated subsidiary income                                       0                      0
     Depreciation                                                                          4,018                  1,656
     Amortization                                                                          5,311                  4,199
Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                                           48,892                (16,834)
     (Increase) decrease in VAT receivable                                                30,548                 63,682
     (Increase) decrease in deposits and other assets                                    (15,058)               (17,578)
     (Increase) decrease in income tax credit receivable                                  (2,188)                     0
     Increase (decrease) in accounts payable                                              10,487                 10,717
     Increase (decrease) accrued expense - trade                                          10,886                  8,221
     Increase (decrease) salaries and payroll taxes                                         (855)                36,243
                                                                              ------------------    -------------------

Net cash  provided (used) by operating activities                                       (181,847)              (219,433)
                                                                              ------------------    -------------------

CASH FLOW FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                                   (1,828)               (30,236)
     (Increase expenditure) decrease application patent                                 (123,708)                (6,536)
                                                                              ------------------    -------------------

Net cash provided (used) by investing activities                                        (125,536)               (36,772)
                                                                              ------------------    -------------------

CASH FLOW FROM FINANCING ACTIVITIES:
     Shareholder advances                                                                197,640                      0
     Shareholder advance repayments                                                            0                 (7,117)
     Receipt of conditional government subsidy                                                 0                  4,083
     Proceeds of  long term debt - related party                                          97,455                206,005
     Debt payments                                                                        (3,043)                (3,422)
                                                                              ------------------    -------------------

Net cash provided by financing activities                                                292,052                199,549
                                                                              ------------------    -------------------

Effect of exchange rates on cash                                                          (2,771)               (20,351)
                                                                              ------------------    -------------------

Net increase (decrease) in cash and equivalents                                          (18,102)               (77,007)

CASH and equivalents, beginning of period                                                 97,476                293,604
                                                                              ------------------    -------------------

CASH and equivalents, end of period                                           $           79,374    $           216,597
                                                                              ==================    ===================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Interest Paid in Cash:                                                        $            5,985    $             1,394
                                                                              ==================    ===================
</TABLE>










     The accompanying notes are an integral part of the financial statements


                                       F-5

<PAGE>





                                   Elva, Inc.
                   Notes to Consolidated Financial Statements
                  (Information with respect to the three months
                  ended March 31, 2000 and 1999 is unaudited)


(1) Summary of Significant Accounting Principles
      TheCompany  Elva,   Inc.,  (the   "Company"),   is  a  Florida   chartered
          corporation  which  conducts  business  from its  offices in West Palm
          Beach, Florida, Los Angeles, California,  Paris, France and Singapore.
          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. 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  subsidiary.
          Inter-company  balances and  transactions  have been  eliminated.  The
          historical  financial  statements of ELVA, SA have been  presented for
          the period prior to the reverse merger.

          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 $4,018 and $1,656 for the three months ended
          March 31, 2000 and 1999, 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 $5,311 and
          $4,199  for  the  three   months   ended  March  31,  2000  and  1999,
          respectively.

                                       F-6

<PAGE>





                                   Elva, 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.

         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, 2000 and 1999 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
          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.


                                       F-7

<PAGE>




                                   Elva, Inc.
                   Notes to Consolidated Financial Statements


(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  $1,430,000,
          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 and
          $274,000 on December 31, 2020.  The amount  recorded as a deferred tax
          asset,  cumulative  as of March  31,  2000  and 1999 is  approximately
          $572,000 and $297,000,  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  $572,000  and
          $297,000, as the Company has no history of profitable operations.

         The significant components net deferred tax asset as of March 31, 2000,
are:


Net operating losses                    $          572,000
Valuation allowance                               (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, 1999,  1998 and 1997. The credits are applied for on
         the Company's annual income tax return in mid-1998,  1999 and 2000. The
         amounts applied for were approximately $94,800, $15,300 and $94,400 for
         1999, 1998 and 1997, respectively. In the 4th quarter of 1999, ELVA, SA
         was  notified  by  the  French   government  of  the  approval  of  the
         application for 1997, and that payment by the government would occur in
         late  2000.  The  Company  sold  this  receivable  to  its  bank  on  a
         nonrecourse basis, in exchange for cash in the amount of $94,400. It is
         now  expected  that  the  government  will  approve  the  1998 and 1999
         credits.  They are  expected to be paid  $15,300 in 2001 and $94,800 in
         2002. 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  morelikely  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 $274,000 for the
          three  months  ended  March 31,  2000,  and  reflects a  stockholders'
          deficiency  of  approximately  $610,000  as of March 31,  2000.  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  $5,000,000.  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.



                                       F-8

<PAGE>




                                   Elva, 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
          2000,  ELVA  received  additional  traunches of this loan from the now
          related party,  in the total amount of  approximately  $570,000.  This
          loan is payable in full on January 1, 2002.  The  Company  can, at its
          option,  prepay all or part of this amount without  penalty.  The loan
          agreement  does  not  carry  a  stated  interest  rate,   although  it
          references  accrued  interest.  The Company is accruing  interest at a
          rate of 10%, until it can get documentation  from the lender as to the
          correct  rate.  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 two operating  leases,  one
          for its  office  space  and the  other  for an  automobile.  Under the
          automobile lease the Company is obligated to pay approximately  $4,000
          in 2000. The Company is obligated under the lease for its office space
          for  payments of $33,000  and $16,600 in 2000 and 2001,  respectively.
          The Company  can, at its option,  elect to extend this lease for up to
          two  additional  three- year  periods.  The Company  leases its office
          space in Los Angeles and  Singapore  on a  month-to-month  basis.  The
          Company's rent expense was  approximately  $62,250 and $25,000 for the
          years ended December 31, 1999 and 1998 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)       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
          $15,500 and $35,000 of the grants against salary expense for the years
          ending December 31, 1999 and 1998, respectively.

                                       F-9


<PAGE>



12 Month Plan of Operations

The Company's  plan of  operations  for the next twelve (12) months is for it to
further  refine its  marketing  and sales  strategy  (See Part I, Item 1) and to
develop a web site for its  primary  VocaliD(R)  Smart Card System  product.  An
average  initial  funding of $ 400,000  has been  committed  for  suchwork.  The
Company  plans 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 in addition to its current VocaliD(R) Smart Card
development plans.

The Company plans  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. The Company believes 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 system Web
site; such "hits" are the major factor in determining  advertising  revenue over
the Internet  (through banner ad sales) and will 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,  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 of
such 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.
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, 2000

Financial Condition, Capital Resources and Liquidity

For the 1st quarter ended March 31, 1999 and 2000 the Company recorded  revenues
of $62,696 and $74,013.  The increase of $11,304 is due to increasing  licensing
revenue  from  ATMEL.  For the 1st  quarter  ended  March 31,  1999 and 2000 the
Company had salary  expenses of $120,930 and $164,845.  This increase of $43,915
was due to an increase in the number of personnel employed by the Company.

For the 1st  quarter  ended  March  31,  1999 and  2000,  the  Company  had on a
consolidated unaudited basis general and administrative expenses of $220,652 and
$171,085,  respectively. The decrease of $ 49,567 is due primarily to a one time
consulting fee related to the Company's reverse merger, paid in 1999.


<PAGE>



For the 1st  quarter  ended  March  31,  1999 and  2000,  the  Company  had on a
consolidated  unaudited basis total operating  expenses of $381,173 and $347,993
of  which   approximately   $5,652  is  attributable  to  decrease  in  general,
administrative and an increase in salaries by the Company,  eliminating  royalty
payments to stockholders in the amount of $24,363.

Net Losses

For the 1st quarter  ended March 31, 1999 and 2000,  the Company  reported a net
loss from operations of $309,739 and $273,888 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 rent new offices in USA and abroad, hire staff and
acquire  through  purchase or lease  computer  and office  equipment to maintain
accurate  financial  accounting and client data.  Further,  the Company believes
that the type of equipment  necessary for the operation is readily accessible at
competitive rates. The Company is already registered with the Secretary of State
of California to do business and is  anticipating  the  penetration of the North
American market from its Californian office.

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.  Those  needs are  currently  estimated  by the
management  staff. The Company expects to accomplish its fund raising  objective
before June 1, 2000. 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 (1) year.

Employees

Next year, ELVA intends to hire new persons in North America, Asia and Europe in
order to widen its  marketing  worldwide  and to  ensure  the  evolution  of the
technology.

As of March 31, 2000, ELVA had a total of 15 employees,  of which 6 are employed
in sales and marketing, 6 are employed in product development,  1 is employed in
professional services and customer support, 1 is employed in internal operations
support, and 1 is 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 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.


<PAGE>



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  scheduled,  too.
Therefore, the Company foresees significant changes in the number of employees.

Impact of the Year 2000 Issue

         The Company did not experience any material impact to its operations as
a result of the Year 2000 calendar  change.  The Company does not anticipate any
material  disruption in its operations as a result of any failure by the Company
to be in compliance.

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.

The Company knows of no legal proceedings to which it is a party or to which any
of its property is the subject which are pending,  threatened or contemplated or
any unsatisfied judgments against the Company.

Item 2.           Changes in Securities and Use of Proceeds

Beginning on February 1, 2000 the Company  commenced  making  quarterly  royalty
payments of  approximately  $11,500 to the  founders of ELVA,  SA for two French
patents, Nos. 95-15735 and 96-0182, which were transferred to the Company.


<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, 2000,  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:

Exhibit No.             Description
-------------------------------------------------------------------------------

Item 1.     Index to Exhibits
---------   -----------------------
3(i).1      Articles of Incorporation of ELVA, INC. f/k/a/ Computer Research
            Technology, Inc., effective August 15, 1997 (1)

3(i).1      Amended Articles of Incorporation of ELVA, INC. f/k/a/ Computer
            Research Technology, Inc., filed January 29, 1999. (1)

3(ii).1     Bylaws of ELVA, INC. f/k/a/ Computer Research Technology, Inc (1)

10.1        Letter of Intent dated December 19, 1998 between Computer Research
            Technologies, Inc. and ELVA,SA. (1)

27.1*       Financial Data Schedule
--------------
*    filed herewith

(1)  Incorporated  herein by  reference  to the  Registration  Statement on Form
     10-SB  Amendment  1 of ELVA , Inc.,  filed  with the  U.S.  Securities  and
     Exchange Commission.

(b)  No Reports on Form 8-K were filed during the fiscal year ended December 31,
     1999, covered by this Annual Report on Form 10-KSB.







<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, INC.
                                       (Registrant)

Date: 14th  April, 2000                 /s/ Cedric Colnot
                                        ---------------------
                                        Cedric Colnot, President

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.

Date:                          Signature              Title
------                         ------------           -----

 June 20, 2000         By:   /s/ Cedric Colnot
                      --------------------------
                       Cedric Colnot                  President & Director


 June 20, 2000         By: /s/ Patrick Misko
                      --------------------------
                        Patrick Misko                 Vice-President & Director