Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

For the fiscal year ended December 31, 2004

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

For the transition period from _______________ to ________________

Commission file no.: 000-29201

                            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)

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

                                       N/A
                       ---------------------------------
                       (Former name or former address, if
                           changes since last report)

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, $0.0001 par value
                            ------------------------
                                (Title of class)



<PAGE>



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 [_]



Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form 10- KSB or any
amendment to this Form 10-KSB. [X]



The Registrant's revenue for the fiscal year ended December 31, 2004: $402,694.



The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  (computed by  reference to the price at which the common  equity
was sold,  or the  average  bid and asked  price of such  common  equity)  as of
December 31, 2004 was $1,570,776.40.



There were 25,385,7998 shares of the registrant's common stock outstanding as of
December 31, 2004.



DOCUMENTS INCORPORATED BY REFERENCE: None



Transitional Small Business Disclosure Format: Yes [_] No [X]




<PAGE>


                            SUMMARY TABLE OF CONTENTS

                                     PART I

Item 1.    Description of Business

Item 2.    Description of Property

Item 3.    Legal Proceedings

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

                                    PART II

Item 5.    Market Price of and Dividends on the Registrant's Common
           Equity and Other Shareholder Matters

Item 6.    Management's Discussion and Analysis or Plan of Operation

Item 7.    Financial Statements

Item 8.    Changes in and Disagreements with Accountants

                                    PART III

Item 9.    Directors, Executive Officers, Promoters and Control Persons

Item 10.   Executive Compensation

Item 11.   Security Ownership of Certain Beneficial Owners and Management

Item 12.   Certain Relationships and Related Transactions

Item 13.   Index to Exhibits

Item 14    Principal Accountant Fees and Services

SIGNATURES....................................................................32



<PAGE>



                                     PART I

Forward Looking Statements

Certain  statements  contained  in  this  annual  filing,   including,   without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology;  and other factors  referenced in this and previous  filings.  Given
these uncertainties, readers of this Form 10-KSB and investors are cautioned not
to  place  undue  reliance  on  such  forward-looking  statements.  The  Company
disclaims any obligation to update any such factors or to publicly  announce the
result of any  revisions to any of the  forward-  looking  statements  contained
herein to reflect future events or developments.


ITEM 1. DESCRIPTION OF BUSINESS

     (a) Development

Elva  International,  Inc.  f/k/a  Elva,  Inc.  (the  "Company"  or "ELVA")  was
organized as a Florida  corporation on August 15, 1997. The original  purpose of
the Company was to develop and apply new and profitable applications of computer
technology in the general marketplace. Introduction to a French company's unique
application  of such  technology  resulted in the entry into a  Voluntary  Share
Exchange  Agreement  between  the  Company  and the  shareholders  of the French



                                       4
<PAGE>



company  ELVA,  S.A.("ELVA,   SA").  Recognizing  that  ELVA,  SA  had  valuable
technology and computer  software  designing  assets,  the Company's  management
renamed the Company ELVA, INC. The United States Company's executive offices are
presently  located at 222 Lakeview Ave., PMB  160-415,West  Palm Beach, FL 33401
and its telephone number is (925) 831-0504.  Its European subsidiary's office is
Elva S.A located at 74,av Edouard Vaillant,  92100 Boulogne,  France,  telephone
number: 33-(0)1-41-31-66-77.

The Company  relied upon Section 4(2) of the  Securities Act of 1933, as amended
(the "Act") and Rule 506 of Regulation D promulgated thereunder ("Rule 506") for
recent issuance of its unregistered securities.  In each instance, such reliance
was based upon the fact that (i) the  issuance  of the shares did not  involve a
public  offering,  (ii)  there  were no more  than  thirty-five  (35)  investors
(excluding  "accredited  investors"),   (iii)  each  investor  who  was  not  an
accredited  investor  either alone or with his purchaser  representative(s)  has
such  knowledge  and  experience  in financial  and business  matters that he is
capable of evaluating the merits and risks of the prospective investment, or the
issuer  reasonably  believes  immediately  prior to  making  any sale  that such
purchaser comes within this description, (iv) the offers and sales were  made in
compliance  with Rules 501 and 502, (v) the securities  were subject to Rule 144
limitations on resale and (vi) each of the parties was a sophisticated purchaser
and had full  access to the  information  on the  Company  necessary  to make an
informed  investment  decision by virtue of the due  diligence  conducted by the
purchaser or  available  to the  purchaser  prior to the  transaction  (the "506
Exemption").

In February 2003, the Company issued  5,100,000  shares resticted under Rule 144
in  exchange  for  $350,000,  or $0.069  per share.  See Part I, Item 1.  "Legal
Proceedings."

In May 2004, the Company issued  3,484,614  shares  resticted  under Rule 144 in
exchange  for  $197,580,  or  $0.06  per  share.  See  Part I,  Item  1.  "Legal
Proceedings."

In June 2004, the Company issued  1,043,625  shares  resticted under Rule 144 in
exchange  for the  retirement  of $41,746 of then  existing  debt,  or $0.04 per
share. See Part I, Item 1. "Legal Proceedings."

In March 2002,  Serge  Parienti  resigned as the  Company's  President and Chief
Executive Officer. He was subsequently appointed  Vice-President.  He remained a



                                       5
<PAGE>



member of the Company's  Board of Directors.  Also in March 2002, Eric Danon was
appointed  President  and Chief  Executive  Officer  by the  Company's  Board of
Directors  and was also  appointed  to the Board of  Directors to fill a vacancy
until the next meeting of the shareholders in which Directors were elected.  See
Part I,  Item 1.  "Description  of  Business  - (b)  Business  of  Registrant  -
Employees and Consultants."

     (b) Business of Issuer.

General

One of the main  objectives of ELVA is to  participate in the  globalization  of
e-commerce,  through  providing  secure online  purchasing and customer  loyalty
incentives  between  individuals  and businesses.  The latter,  whether they are
banks or retailers,  telecommunication  operators or Internet service providers,
issue cards in order to allow for payment and to promote customer loyalty.  ELVA
foresees  a consumer  that can order  goods and  services  with the same card in
stores,  online with any telephone set or computer,  anytime and anywhere,  with
maximum  security.  This system,  based on  VocaliD(R)  smart card  issuing,  is
described as the Company's "butterfly scheme."

VocaliD(R)  is a new  technology  that  marries  the  security of the smart card
technology with telecommunications  simple and basic feature: sound. Any country
can use  the  Company's  VocaliD(R)  smart  card  since a  simple  telephone  or
multimedia  computer  is enough to make it work.  From this point  forward,  the
Company's  VocaliD(R)  smart card will no longer  require smart card readers for
secure online process related to access and transactions.

The Company's  VocaliD(R)  first prototype was awarded the " best new technology
of the year"  during the "Cartes 98"  exhibition  which is  acknowledged  by the
industry as the most important smart card exhibition worldwide. After four years
of research and development,  including the setting of industrial processes, the
Company's VocaliD(R) is entering mass production.  The Company's goal is to make
its  VocaliD  technology  an  International  standard  in  the  area  of  secure
transactions mainly including e-banking, e-commerce and e-government issues.

The  Company's  initial  VocaliD(R)  smart  card  technology  has  designed  and
implemented  a memory  card  product in  accordance  with a  proprietary  online
authentication protocol. The Company's smart card, VocaliD(R),  can be used from



                                       6
<PAGE>



an  ordinary  telephone,  a  magnetic  stripe  reader,  a chip card  reader or a
personal   computer.   The  basic   function  of  VocaliD(R)  is  secure  online
authentication  based on an exclusive and patented acoustic interface consisting
in the audio  transmission  cryptograms  through  telephone  sets and computer's
microphone without smart card readers.

Therefore,  the Company  believes it is strongly  positioned  in the banking and
e-commerce sectors thanks to VocaliD's acoustic interface since the card matches
with current magnetic stripe-based infrastructures and future chip card standard
applications.

Beginning this year, VocaliD(R) smart card should allow the Company to provide a
wide  range  of  applications   using  smart  card  readers  for  face  to  face
transactions in addition to its acoustic interface features that require no card
readers for e-commerce related  transactions.  This  technological  evolution is
strategic for it will lead to the deployment of VocaliD(R)  smart cards in every
country, whether they have magnetic stripe or chip readers.

Vocalid(R), the online Smart Card

A  Vocalid(R)  smart  card is a  credit  card-sized  plastic  card in  which  an
integrated circuit,  containing a specific chip is embedded.  The authentication
data on the  card  can be read  via the  emission  of a  secure  audio  sequence
generated  by vibration  of the card itself or of an external  acoustic  module.
From now on, VocaliD innovative acoustic interface exists under two concepts:

Vocalid 1: The first one consists in integrating  acoustic components within the
card  itself.  Then the card is all that is required  in order to ensure  online
security with any  communication  device.  Although  this solution  represents a
technological  breakthrough  in  terms  of  online  applications,  it is not yet
compliant with all banking  requirements for offline  payment.  The heart of the
matter is the  availability  of some  specific  components.  This  first kind of
VocaliD card will be  temporarily  issued as the "online  only"  acoustic  smart
card.

Vocalid 2: The second one consists in placing the acoustic  components within an
external tiny device. At each online  transaction,  the card will be inserted in
this very little box in order to send the  authentication  sound  sequence.  The
chip on the card is the same as in the  first  concept.  The  external  acoustic
device is not a chip card reader,  it is a specific and low cost acoustic device
that can only be activated by insertion of a VocaliD card (the chip controls the
whole process).  Moreover it does not have to be connected.  This second concept
is fully compliant with banks requirements in terms of card  specifications from
an  international  point of view. It has the standard format card that meets any


                                       7
<PAGE>



magnetic   stripe-based   payment  and  loyalty   infrastructure   requirements.
Therefore,  this  second  family of VocaliD  cards will be issued as a universal
acoustic smart card. Once the remote server receives the data, it  authenticates
the card, with the application of ELVA's software.

Once  the  card  is  authenticated,  the  server  may  ask the  card  holder  to
authenticate  himself  by  entering  his PIN.  Then the  service  is open or the
payment  process  completed.   The  above  sequence  is  not  reusable  for  the
cryptographic  part of the information is random and synchronizes  only with the
server.

E-commerce    applications   using   VocaliD   system   do   not   require   any
information/application  to be stored within the card, in the computer or in the
telephone set. For  transactions  in the real world with a card reader,  be it a
magnetic stripe or a chip reader,  VocaliD(R) is used as a traditional card. For
online  authentication,  telephone  sets and  computer  microphones  are natural
readers of VocaliD(R) smart card.

VocaliD  online  security model relies on the  combination of two  complementary
features that perfectly meets the e-commerce requirements in terms of security:

No online  transmission  of fixed codes or credit card  numbers:  VocaliD  smart
cards generate pseudo random cryptograms with each use for online authentication
synchronized with a remote server.  The cardholder no longer enters or announces
his  credit   card   number   when   purchasing   over  the   Internet   or  any
telecommunication  network. Even the cardholder does not know what are the codes
the card sends.

Same level of security  from  everywhere,  using any terminal:  Transmission  is
possible from any  telephone  set or  computer's  microphone as the above pseudo
random   authentication   sequences  are  carried  by  an  "acoustic  vehicle,".
Therefore,  this  authentication  model can be required in every  situation  and
other modes abandoned.

The  VocaliD(R)'s  natural  environment is characterized by six trends and three
VocaliD(R) features:

Six trends

1.   Increase  in  online   exchanges   (call   centers,   IVR,   internet   and
     telecommunication services)
2.   Convergence of e-commerce with conventional in the store purchasing



                                       8
<PAGE>



3.   Demand for secure online payment models
4.   Globalization  of card  concepts in daily life for payment,  multi  service
     options and co-branding
5.   Tremendous  endeavors  of  smart  card  actors  to  market  their  products
     worldwide
6.   Evolution  of stakes  and  techniques  in  marketing,  bringing  about more
     customer relationship management issues

Three VocaliD(R) features

1.   Online multi access without card readers
2.   Security from any terminal then combining mobility with security
3.   Multi application through combined chip card based technologies

THE SMART CARD INDUSTRY

First  mainly  installed in pay  telephones,  smart cards are now being used for
mobile phones, customer loyalty tracking, payment, transportation,  car parking,
arcade games and vending machines. Any coin-operated machine can be converted to
a smart card format.  Other  applications  include  automated  teller  machines,
point-of-sale terminals, personal computers,  electronic ticketing and automatic
fare collection. Theoretically, smart cards can be utilized everywhere; however,
one of the main problems of traditional off line-based smart card systems is the
need for specific readers, which are expensive and restrictive.  Therefore,  the
traditional  smart card model will hardly  become a standard  in the  e-commerce
sector since that model would require every  telephone set and every computer to
be fitted with card readers.  This is where Vocalid  technology can play a major
role.

Smart Card History

During  the  past 20  years,  smart  cards  have  evolved  from a  leading  edge
technology,  developed by a handful of industrial promoters  (historically based
in France),  to a mass market medium with worldwide  applications in such fields
as debit/credit  cards,  payment cards, mobile phones and security access cards.
The market has evolved from  straightforward  memory  applications to, where the
card stored basic data for a given application (typically pre-paid phone cards),
to truly interactive  application  devices where the microprocessor  carries the
"client" single application and -more and more so- multi applications.





                                       9
<PAGE>



Smart Card Market Trends

The Asia / Pacific  smart card  market is expected  to grow  rapidly  during the
coming five years (+55% annual growth) to become by 2005 the second market,  not
far behind  Europe;  enormous  volumes are expected to occur,  especially in the
mobile phone sector.

The North American smart card market is expected to grow more slowly,  due to an
already existing magnetic stripe based infrastructure and a high cost to face in
case of a shift to a new infrastructure. To justify this shift, smart cards will
have to integrate more than one service to make them profitable.

Figures in Million Units (source Eurosmart)

<TABLE>
<CAPTION>
                               2001                         2005
                      --------------------------    --------------------------
                        Memory    Microprocessor      Memory    Microprocessor
                      ----------  --------------    ----------  --------------
<S>                         <C>            <C>           <C>             <C>
  Banking                      0             140             0             540
  Healthcare                  20              30            40             120
  Telecom                   1150             500          1500            1250
  Transpor                    20              12           170              40
  Pay TV                       0              30             0              80
  IT (internet ID)             0              15             0             150
  Loyalty                     17              15            40              60
  Government ID                                                            150
  Other                       40              25            50              70
                      ----------  --------------    ----------  --------------
  Total                     1248             767          1800            2460
</TABLE>

2000 Geographic breakdown of card shipments

                                2000 (Mu)
                                ---------
EMEA                             888
ASPAC                            424
South America / North America    291
                                -----
Total                           1603



                                       10
<PAGE>



VocaliD can play a major role within the following  families of products  Market
sizes :

-    Magnetic stripe cards : more than 6 billion in 2001
-    Smart cards (see statistics attached) : 2 billion in 2001
-    4 billion in 2005 - Tokens (source : Frost & Sullivan) : 16 million in 2001
-    52 Million in 2005.

Within this 10 billion units global market (minimum), VocaliD potential market
share depends on the increase in online security demand regarding the growth of
online value added services market (e-commerce, e-banking, telecom, value-added
contents, e-governments applications...).

A need for multi-application

There is also a clear  demand from issuers for a  multi-application  development
and  operating   platform   allowing  them  to  keep  easier  control  on  their
applications.  As far as contactless  smart cards are  concerned,  IDC considers
there will be more and more multi-application cards and are likely to take place
in new markets  (USA,  Asia),  where no existing  contact  infrastructure  is in
place.

The manufacturing cost of a traditional smart card varies from less than $1 to
approximately $10 depending on the amount of information the card holds and the
complexity of the microchip or its operating system. Similarly, the cost of a
reader device can vary from $50 to $1,000, depending on the complexity and
functionality of the terminal.

Though VocaliD is a smart card system, the true market size to be considered for
this technology must mainly be based on the number of people purchasing or using
online value added services with telephones and computers. This is compared with
the traditional smart card market size always restricted by the deployment of
smart card readers.

VocaliD(R) is the fourth step in plastic card technology.

Company  analysis of the foregoing  data indicates  that  VocaliD(R)  smart card
technology  represents  the next step in the  evolution of  credit/debit/loyalty
instruments  and related  products and services.  VocaliD(R)  Smart card systems
differ from other ID and payment  mechanisms  in their  ability to set up secure
online authentication models without requiring specific card readers.  Moreover,
the philosophy of the system is the following:  "let the remote server carry out
the processing  part." The card supplies the mobility and a part of the security
of the system while the server  supplies the other part of the latter and online
applications.   The  sophisticated  encryption  algorithms  and  other  security
mechanisms that the chip employs  provide secure  information  protection.  This
philosophy  matches with any remote  transaction  system that requires  security
from anywhere the user stands.



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<PAGE>



Historically,  magnetic stripe cards,  which  represent the first  technological
step,  were  followed by chip cards,  both of them  working in contact  with the
reader.  A new family of chip cards is  contactless  smart  cards  which are the
third  technological  step.  Those are slowly  emerging in specific  fields like
transportation  where the card does not need to be in  contact  with the  reader
although the reader is still required.

There are two main differences between magnetic stripe cards and chip cards: The
first type is not very secure (criminals duplicate information from the magnetic
stripe of a credit or debit card and use such clones for their own  benefit) and
work  on-line.  The second type is secure but mostly works  off-line.  What they
have in common is that they both require specific card readers;  therefore, they
cannot be used anytime or anywhere (at home for example).

The next step in plastic card evolution is VICI  (Vibrating Iso Card  Interface)
technology  providing  secure  online  transactions  features  with an ISO  card
without  card  readers.  The  latter is a chip  card  technology  that  combines
acoustic,  magnetic stripe and chip card features.  These combined  features are
patented by ELVA and VocaliD(R) is the first and still the only  VICI-based chip
card in the world.

That  is the  solution  for  reliable,  fast  and  convenient  security  for any
transaction  anytime and  anywhere.  The Company  believes  that  VocaliD(R)  is
already  positioned as a standard in several  aspects:  it utilizes the ISO 7816
standard;  its  manufacturing  is based on  existing  smart card  processes  and
available  equipment;  and its  marketing  medium  is  already  widely  used and
accepted by the general public as well as user friendly.

As a result of the Company's authentication protocol,  VocaliD(R) enables higher
value online services over the internet.

The Company  believes  widespread  acceptance  and use of VocaliD(R)  smart card
technology  will occur  following  the  transition  from  magnetic  stripe  only
infrastructure  to one that includes both  magnetic  stripe and audio  sequenced
smart cards which do not require new  readers.  This may be the most  acceptable
means to meet, on a worldwide scale, the eventual and unavoidable convergence of
traditional purchase in stores and secure electronic remote services.

The Company believes its technology will open up new  opportunities  with regard
to the way people interact with financial  institutions,  healthcare  providers,
retailers,  governments  and  others  by  enabling  an  individual  to  exchange
information and payment through the smart card VocaliD(R) microchip technology.

COMPETITIVE ADVANTAGES

The Company believes its exclusive  acoustic  interface to be unique in terms of
its ability to be universal read. When traditional  smart card requires specific



                                       12
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card readers,  VocaliD(R)  requires  none.  Therefore,  VocaliD  brings about an
advantage in the  worldwide  race for smart card  deployment  in the  e-banking,
e-commerce and e-government sectors.

Other  acoustic  authentication  devices  exist,  but none of them are ISO smart
cards;   their   manufacturing   process  is  not  standardized   while  VocaliD
manufacturing  is based on the  smart  card  process  with  standard  industrial
equipment.  Moreover,  other acoustic  authentication  devices cannot be used in
chip  readers  unless two chips are  embedded.  The  Company  believes  that its
VocaliD(R) allows for the merging of e-transactions with the real world in terms
of  secure  authentication,  payment  and  global  marketing  while  being  cost
effective, widely available and usable at the same time.

The Company adheres to a stringent set of standards. These standards include (i)
compatibility  with other operating  systems:  our engineers design our software
products  to be  compatible  with all major  operating  systems  for the various
system  architectures.  The  Company  believes  that  the  compatibility  of our
products is key to market acceptance and will provide a distinct advantage; (ii)
market  driven  enhancements  and  product  offerings:  our  product  design and
architecture provide flexibility and adaptability to emerging technologies;  and
(iii) support for industry  standards:  our engineers follow strict adherence to
industry standards as promulgated by the International  Standards  Organization.
We  also  follow   different   operating   systems   standards  and  recommended
configurations when developing our products for those operating systems.

BUSINESS STRATEGY

The Company has two objectives that will be achieved in two phases:

To develop VocaliD(R) until the technology reaches international  leadership and
becomes  a leading  provider  of smart  card  solutions  across a wide  range of
applications in the field of secure transactions,

To Enlarge the Company's  expertise and position in the security sector with new
technologies and products mainly meant for Internet and Telecommunications.

Phase 1: 2001 / 2004: Launching and positioning VocaliD technology
--------------------------------------------------------------------------------
Introduction of VocaliD smart card on its market : Sales and marketing strategy:

           North America, Europe. Asia has been temporarily abandoned




                                       13
<PAGE>



Segmentation

Banking / e-banking / Payment cards
Retail (Clicks and Mortars) / Payment and loyalty
Telecommunications (Phone cards, Access cards for voice services and call
centers) Dot coms (Internet Service Providers, e-commerce web sites, portals and
e-market places) Cities and government for transportation, identity, driving
license

Sales Strategy

Setting up of a distribution  network made up of value added  resellers,  system
integrators, software firms.

Direct marketing  targeting end users like banks,  retailers,  telcos,  Internet
actors, governments.

Communication

PR
Web Site Internet / online advertising campaigns
Direct Marketing
Exhibitions
Technical issues

VocaliD demo and business  platforms through strategic  partnerships  relying on
ELVA's official European project: Iproved.

Continuous enhancement of VocaliD technology

The  design  of a new chip and  development  of a  related  software  have  been
postponed. A new R&D strategy will be set up by the end of 2003

Improvement  of VocaliD  smart card  manufacturing  process in order to increase
volumes and productivity

Phase 2 : From late 2004 early 2005 : Towards VocaliD standardization and
enhancement of the Company's project
--------------------------------------------------------------------------------
Making VocaliD an International standard




                                       14
<PAGE>



Segmentation

Same as phase 1 plus  Healthcare,  Intranet  and  Extranet  related to security,
theaters, festivals and so on.

Sales and industry

Expansion of the VocaliD International distribution network

Phasing  in  a  licensing  policy  meant  to  enlarge  the  VocaliD   industrial
infrastructure,  thus providing  multi  sourcing  while  enhancing the Company's
revenue model.

VocaliD related specific  expertise  (VocaliD design center) : Special endeavors
for banking,  retail,  healthcare,  transportation  and other strategic clients'
demand.

Development of specific VocaliD-based multi application software

Design of new chips for multi application smart cards.

Expansion of ELVA's territory

Integration of new security and software  skills,  products and services through
acquisitions.

Conception   and   development   of  new   technologies   in  the  Internet  and
telecommunication related security,  identification / authentication area. These
technologies may be based on smart card systems or not.

Other Strategic Business Issues

In  most  industry  sectors,  a  company  who  wants  to  improve  its  customer
relationships  needs to merge its  marketing  tools like the web site,  the call
center and other  phone  applications  or even  online  private  access  issues.
Moreover,  in the retail and banking  sectors,  these  electronic  tools must be
married to the real world  stores by the same  payment and loyalty  device.  The
Company  believes  that  VocaliD(R)  is the  solution,  due to its secure  multi
reading features.

The  Company's  VocaliD(R)customers  are, on one hand,  strategic end users like
banks,  telcos and retailers  and, on the other hand,  VocaliD(R)resellers  like




                                       15
<PAGE>



system  integrators.  As a matter  of  fact,  the  latter  will be  ELVA's  main
customers  since the Company do not intend to compete with them by selling large
volumes of Vocalid smart cards directly to card issuers. End users must actually
be considered as marketing targets, not as regular customers.

Marketing

The Company  believes that if it is able to attain  recognition  as a smart card
standard in such large markets as e-banking,  e-commerce,  e-government,  retail
and  telecommunications,  VocaliD(R)  volumes may reach  hundreds of millions of
cards  within  the next four  years.  However,  there is no  assurance  that the
Company will be able to attain industry standard recognition.  VocaliD's ability
to combine acoustic features with traditional  chip-based  contact  applications
will however ensure the Company a significant market share in the industry.

Moreover,  the Company has chosen to offer VocaliD(R)  through the creation of a
worldwide distribution network. New market entries and strong relationships will
strategically create the company's technology exposure to any geographic region.
Such a network  and  partnership  policy is being  establish  at  present by the
Company with smart card manufacturers,  system integrators and several different
vendors.

Marketing campaigns targeting end users like banks, retailers and Internet firms
have been postponed till this year due to a lack of funding.  Nevertheless,  the
partnership  program  aimed at  cooperation  with  system  integrators  has been
launched through the "I-Proved" project,  consisting in the setting up of a 100%
VocaliD-based  transactional platform,  opened to service providers. In addition
to the "I-Proved" platform, pilot tests in cooperation with end users and system
integrators are currently beginning.  The first version of the online smart card
as an industrial  product is  anticipated to be tested by several market leaders
before the end of the year.

CURRENT AND FUTURE MARKETS FOR VocaliD(R)

Considering  basic  functions  of  its  technology,  the  Company  believes  the
following industries are best suited for VocaliD(R) smart card technology

Firstly our marketing efforts will be limited to the following market segments:

     o    Banking   including  "in  the  store"  and   "e"-payment,   e-banking,
          e-trading.  The banking  sector is the second largest market for smart



                                       16
<PAGE>



          cards,  after  mobile  phone;.  In  addition  to that,  some  rules of
          interoperability have been jointly defined by Europay,  MasterCard and
          Visa (EMV  standards) to accelerate the move of debit and credit cards
          from magnetic stripe to chip technology, worldwide.

For this reason,  VocaliD chip  strategy  will be based on both acoustic and EMV
specifications  in  order to  become a full  standard  payment  card,  including
countries  using  chip  cards  for  face  to  face  transactions  based  on  EMV
requirements.

     o    Retail industry including private payment and loyalty in the store and
          online

Retailers  have been made acutely  aware of the value of their  contact with the
consumer.  The key to  repeat  business  is to  accurately  identify,  and  then
satisfy,  customer needs. Smart cards are capable of enabling retailers to track
customer  behavior  and  base  marketing  decisions  mined  from  this  valuable
information.  This  technology  can  also  reduce  the  risk of  fraud,  improve
inventory  management  and offer the customer  convenience  and better  service.
Moreover,  major  retailers  have  extended the number of access points to their
products and services (phones, computers,  webphones...). They now need a way to
keep secure contact with their customers  anytime,  anywhere and whatever access
device may be used.

VocaliD  technology  allows   convergence   between  in  the  store  and  online
transactions by providing a single card with both "contact"  (magnetic stripe or
chip) and acoustic / online capabilities.  To sum up, with VocaliD(R),  affinity
programs can be highly improved by the  combination of e-commerce,  exchanges by
phone and traditional purchasing within a unique secure environment.

     o    e-commerce applications including access to value added information

IT sectors are highly competitive with major  differentiation  features based on
prices (low prices or even free).  Sooner or later,  telecom  operators  and dot
coms will have to enrich their  services and move to higher  value-added if they
want to remain (or become) profitable.

VocaliD is a secure solution for customization and value-added  online services,
and also allows enlargement of e-commerce service  telecommunications  including
value-added phone cards and call centers.

Value  added  phone  cards  allow  access  to  voice  services  in  addition  to
rechargeable calling card application. For any company, a VocaliD smart card can
be a  secure  access  device  to  call  center  in  order  to  improve  customer
relationship management.

     o    Cities  and  governments   for   transportation,   ID,   entertainment
          applications.



                                       17
<PAGE>



The traditional smart card approach concerning  multi-application cards consists
in  developing  more and more  sophisticated  chips,  with  enlarged  memory and
processing capacity. But many questions remain unsolved, among which: how can we
make  upgrades / removals / extensions of the  applications  accessible to every
citizen (or even service provider) while remaining reasonable in terms of cost?

VocaliD philosophy mainly consists in having networks and servers resources work
rather than chips:  VocaliD smart card allows distant  authentication and access
to  applications,  that are stored on a remote  server  accessible  via networks
(Internet,  Intranet...).  Thus upgrading, adding or removing an application are
centralized  processes  that require no change on smart cards.  Once this online
principle  is combined  with the  storage of simple data and basic  applications
within a VocaliD chip,  multi-application features become nearly unlimited. This
will allow one to combine,  for example  healthcare  related payment with secure
access  to  medical  files  from  any  phone  or  computer,  transportation  and
entertainment  related  ticketing with ID devices such as driver  license.  Many
things are possible for we can separate  information and applications  that must
be used with card  readers  (and will be stored  within the chip) from those who
will be used  online  from  computers  and phones  (and will be stored on remote
servers).

The Company believes that in the near future the healthcare  industry,  with its
millions of  participants,  voluminous,  individualized  information and payment
requirements can benefit significantly from VocaliD smart card technology. In an
emergency situation,  a quick assessment of vital information such as allergies,
prescriptions and immunizations is critical for effective  healthcare  delivery.
Secure access with a simple telephone could be required.  Additionally,  patient
cards  can  be  used  to  improve  and  streamline  administrative  and  billing
procedures as well as insurance reimbursement.

Every  insurance  company,  HMO,  PPO,  hospital  association,  and  independent
provider  association  which  serves the United  States  health  care market can
benefit from the use of a VocaliD smart card system.  Only authentication of the
patient and thus of its medical files allow an efficient  medical  intervention.
VocaliD(R) is the only ISO smart card enabling a universal secure authentication
of the patient anywhere anytime, be it by telephone, over the internet, at home,
on the street or at the hospital, in the card holder's country or abroad.

The  Company  believes  its  advantage  in this  market  will be based  upon its
position  as the first to provide a  universal  smart  card  reading  mode.  The
opportunity  to reduce  health  care  costs,  improve the quality of health care
services,  and  facilitate  the payments  process  through a more user  friendly
medium  makes the use of a  VocaliD(R)  smart card  system very  attractive  and
viable.



                                       18
<PAGE>



VocaliD market segmentation

<TABLE>
<CAPTION>
BASIC FUNCTIONS    TRANSVERSAL STRATEGIC FUNCTIONS    Market segmentation
-----------------  ---------------------------------- ---------------------------------------
<S>                <C>                                <C>
Access control     Security / Added value             Banking
Payment            CRM (Customer Relationship         *     Payment / online & in the store
                   management)                        *     e-banking / transactions & access
                   Convergence online / in the shop   to bank account, services
                   (for clicks & mortar)
                                                      IT / e-commerce
                                                      *     Telcos
                                                      *     Dot coms
                                                      *     SPs, Internet portals

                                                      Retail
                                                      *     Private payment
                                                      *     Access control / Loyalty


                                                      Multi-application / Citizen related
                                                      *     Healthcare
                                                      *     Cities and governments

-----------------  ---------------------------------- ---------------------------------------
</TABLE>


               LICENSE AGREEMENTS AND INTELLECTUAL PROPERTY RIGHTS

We regard our  technology  as  proprietary  and accept to license  our  products
(hardware and software)  generally under written license agreements  executed by
licensees.  We have registered several patents and some patent  applications are
pending.

Patents : ELVA holds 6 French patents, 2 US patents, 2 European patents, and has
3 patents applications (duration : from the date of registration, 20 years) :


                                       19
<PAGE>



France  and  Europe:#  2 743 172  (France on 1995,  December  29th),  #0 870 279
(Europe  on 2001,  July  25th) for  "dispositif  portatif  d'acces a au moins un
service dispense par un serveur", or "portable device for access to at least one
service provided by a server Foreign patent applications".

France and USA: #96 01872 (France on 1996,  February  15th),  #6,393,567 (USA on
May 21,  2002)for  "procede  pour faire  autoriser  par un serveur  l'acces a un
service a partir de dispositifs portatifs a microcircuits  electroniques de type
carte a memoire par  exemple",  or "a method for  enabling a server to authorize
access to a service from portable devices having electronic  microcircuits,  E.G
devices of the smart card type":

Foreign patent applications pending:

Canada : #2,246,301                 (08/12/98)
Europe : #97905199 2                (02/13/97)
Japan : #529050/97                  (08/13/98)

France,  USA and Europe: # 2 766 288 (France on 1997, July 15th) #6,421,431 (USA
on July 16,  2002),  #0 996 929 (Europe on 2002,  December  4th) for "procede et
systeme de transmission  sous forme vocale d'une sequence de donnees  binaires a
partir  d'un  transducteur  piezoelectrique",  or  "method  and system for voice
transmission of a binary data sequence from a piezoelectric transducer".

Foreign patent applications pending:

Canada : #2,297,259                 (01/11/00)
Japan : #503509/2000                (01/17/00)

France:  # 2 796 512 on 1999,  July 13th for - "carte a memoire pour emettre des
signaux acoustiques ", or "smart card to emit acoustic signals".

Foreign patent applications pending: PCT/FR00/01947 (07/06/00)

France:  # 2 810 766 on 2000, June 23rd for " procede pour  selectionner un mode
de fonctionnement d'une carte a puce...",  or "method to select a operating mode
of the smart card..."

Foreign patent applications pending: PCT/FR01/01956 (07/21/01)

French  patent  application:  #0110441  on August 3,  2001 for  "micromodule  de
commande  pour carte a puce et carte a puce  comprenant un tel  micromodule"  or
"micromodule for smart card and smart card including such a micromodule"



                                       20
<PAGE>



French  patent  application:   #0110442  on  August  3,  2001  for  "procede  de
fabrication d'une carte a puce comprenant un micromodule de commande et au moins
un composant interne, et carte ainsi fabriquee" or "method to manufacture a chip
card including a micromodule  in addition to at least an internal  component and
card said manufactured"

Moreover,  the  Company is  currently  widening  and  enhancing  its  industrial
property asset through a new patent related to the extension of VocaliD range of
products:

French  patent  application:  #02 03206 on March 15,  2002  for"Dispositif  pour
transmettre  des  informations  par  des  moyens  acoustiques"  or  "device  for
transmission of information using acoustic means"

The Company  also relies on a  combination  of  copyright,  trademark  and trade
secret  laws to protect  our  products.  We  require  employee  and  third-party
non-disclosure   and   confidentiality   agreements   as  well.   Despite  these
precautions,  it may be  possible  for  unauthorized  parties  to  copy  certain
portions of our products or reverse  engineer or obtain and use information that
we regard as proprietary.

Because  the   software   development   industry  is   characterized   by  rapid
technological change, we believe that factors, such as (i) the technological and
creative skills of our personnel, (ii) new product developments,  (iii) frequent
product   enhancements,   (iv)  name  recognition,   and  (v)  reliable  product
maintenance  are  important  to   establishing   and  maintaining  a  technology
leadership position and improve the various legal protections  available for our
technology.

COMPETITIVE ENVIRONMENT

The market for the Company's  products and services is  characterized by rapidly
changing  technology,  evolving industry standards and frequent  introduction of
new products and services.  The Company's success will partially depend upon its
ability to enhance its existing  products  and  services  and to  introduce  new
competitive  products and services with  features  that meet  changing  consumer
requirements.   In  addition,  there  can  be  no  assurance  that  services  or
technologies  developed  by one or more of the  Company's  present or  potential
competitors  could not render  obsolete  both  present and future  products  and
services of the Company.



                                       21
<PAGE>



There also can be no  assurance  that the  Company's  services  will  receive or
maintain  substantial market acceptance.  Changes in customer  preferences could
adversely  affect  levels of market  acceptance  of the  Company's  products and
services and the Company's operating results.

The market that the Company operates in is characterized by competition from new
entrants,  as well as  competition  by  established  participants.  Although the
Company believes that it will be able to establish and maintain a sizable market
niche,  there can be no assurance that a competitor  with greater  financial and
human  resources  than the  Company  will not enter the  Company's  market  with
products and services similar or identical to those of the Company.

The Company's  ability to compete  successfully will depend in large part on its
ability to protect  any  proprietary  technology  it may  develop.  The  Company
currently has several  patents with respect to its product or service designs or
processes,  and will moreover  attempt to protect its technology by limiting the
people with knowledge of its specifications to those with a need to know and by

having such persons execute  confidentiality  agreements.  The Company will also
rely, to the extent  possible,  on trade secret law to protect its  intellectual
property.  There can be no assurance,  however,  that any intellectual  property
protection or trade secret  protection will be sufficient to protect the Company
and its  business  from  others  seeking to copy or  appropriate  the  Company's
proprietary information.

To establish,  maintain or increase the Company's  market share  position in the
smart card industry,  we will  continually  need to enhance our current  product
offerings,  introduce  new product  features  and  enhancements,  and expand our
professional service capabilities. We currently compete principally on the basis
of the specialized nature of our technology and ability to expeditiously install
and implement a VocaliD(R) smart card system. Our product features and functions
facilitate  integration with a wide range of operating  systems and platforms to
insure product  quality,  ease of use and  reliability.  The Company believes it
competes favorably in all of these areas.

Our  competitors  vary in size and in the scope and breadth of the  products and
services  offered.  We may  encounter  competition  from a  number  of  sources,
including,  Gemplus,  Innovatron,  Proton,  Avtivecard,  Oberthur Card Systems ,
Mondex,  ,  Schlumberger,  Siemens and DigiCash.  We compete  against  numerous,



                                       22
<PAGE>



smaller,  privately-held companies like Xiring and Audiosmartcard  International
with fewer resources based on breadth of product features and functionality,  as
well as  larger,  publicly-held  companies  with  greater  resources  and having
greater product and market diversification.

Nevertheless,  most of those  competitors  may  become  partners  and/or  ELVA's
licensees and then, they could as well be considered as ELVA's  leverages.  This
would be due to the high  potential  of  VocaliD(R)  that  might help smart card
industrialists to enter US market for instance (which they could not do so far),
thanks to an online/readerless positioning.

Many  of  our  current  and  potential  competitors,   both  privately-held  and
publicly-held,  have greater  financial,  technical,  marketing and distribution
resources  than ours.  As a result,  they may be able to respond more quickly to
new or emerging technologies,  including and changes in customer requirements or
to  devote  greater  resources  to the  development  and  distribution  of their
products, maybe including VocaliD(R). In addition,  because there are relatively
low  barriers  to  entry  in the  software  marketplace,  we  expect  additional
competition from other established or emerging companies as the VocaliD(R) smart
card market  continues to expand.  Increased  competition is likely to result in
pricing pressures,  reduced gross margins and loss of market share, any of which
could materially adversely affect our business,  financial condition and results
of  operations.  We also expect that  competition  will  increase as a result of
software industry consolidations. There can be no assurance that we will be able
to  compete   successfully  against  current  and  future  competitors  or  that
competitive  pressures we encounter  will not  materially  adversely  affect our
business, financial condition and results of operations.

Dependence on Key Customers and Suppliers

The Company is currently dependent upon a limited number of customers,  the loss
of whom would have an adverse material impact on operations.

Government Regulation

The  Company's  operations  are  subject  to  various  federal,  state and local
requirements  which  affect  businesses   generally,   such  as  taxes,   postal
regulations, labor laws, and environment and zoning regulations and ordinances.

Although  certain  aspects  of our  services  may be  subject  to  Regulation  E
promulgated by the Federal  Reserve Board,  we believe that most of our services
are not subject to Regulation E. Regulation E governs certain  electronic  funds



                                       23
<PAGE>



transfers  made by  regulated  financial  institutions  and  providers of access
devices and  electronic  fund transfer  systems.  Regulation E requires  written
receipt for transactions,  monthly statements,  pre-transaction  disclosures and
error resolution procedures.  There can be no assurance that the Federal Reserve
Board will not require  all of our  services  to comply  with  Regulation  E, or
revise  Regulation E, or adopt new rules and  regulations  for electronic  funds
transfers  that could result in an increase in our operating  costs,  reduce the
convenience and functionality of our services and products,  possibly  resulting
in reduced market  acceptance  which would have a material adverse effect on our
business, financial condition or operating results.

We believe  that current  state and federal  regulations  concerning  electronic
commerce  do not apply to our current  product  line.  However,  there is a move
towards  taxation  of  Internet  use by several  states  including  the State of
Washington.  There are some  strategic  plans  under  consideration  to  conduct
commerce  on the  Internet  using  our  core  technology.  We  have  an  ongoing
regulatory  compliance program  pertaining to transactions  utilizing smart card
technology and subscribe to industry watch  publications that address regulatory
issues.

Research and Development

The Company has temporarily  reduced its investments in research and development
while  refining  its R&D strategy  Reports to Security  Holders The Company will
send out audited  annual reports to its  shareholders  if required by applicable
law. Until such time, the Company does not foresee sending out such reports. The
Company  will make certain  filings with the SEC as needed,  and any filings the
Company  makes to the SEC are  available  and the  public  may read and copy any
materials the Company files with SEC at the SEC's Public  Reference  Room at 450
Fifth  Street,  N.W.  Washington,   D.C.  20549.  The  public  may  also  obtain
information on the operation of the Public  Reference Room by calling the SEC at
1-800-SEC-0330.  The SEC also maintains an Internet site that contains  reports,
proxy and information  statements,  and other information regarding issuers that
file electronically with the SEC at (http://www.sec.gov).


ITEM 2. DESCRIPTION OF PROPERTY

The United  States  corporate  headquarters  of ELVA are located at 222 Lakeview
Ave., PMB 160-415,  West Palm Beach, FL 33480 and its telephone  number is (949)
831-0504.  European subsidiary's office of Elva S.A, is located at 74,av Edouard
Vaillant, 92100 Boulogne, France, telephone number: 33-(0)1-41-31-66-77.



                                       24
<PAGE>



ITEM 3. 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.

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


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.



                                     PART II


ITEM 5. MARKET PRICE OF AND  DIVIDENDS  ON THE  REGISTRANT'S  COMMON  EQUITY AND
        OTHER SHAREHOLDER MATTERS.

                               Market Information

2005                                HIGH                 LOW
------                             --------            -----
March 31, 2005                      0.06                0.06

2004                                HIGH                 LOW
------                             --------            -----
December 31, 2004                   0.06                0.06
September 30, 2004                  0.06                0.06
June 30, 2004                       0.06                0.06
March 31, 2004                      0.06                0.06


                                       25
<PAGE>



2003                                HIGH                 LOW
------                             --------            -----

December 31, 2003                   0.06                0.06
September 30, 2003                  0.06                0.06
June 30, 2003                       0.06                0.06
March 31, 2003                      0.10                0.10

2002                                HIGH                 LOW
------                             --------            -----
December 31, 2002                   0.25                0.10
September 30, 2002                  0.17                0.14
June 30, 2002                       0.48                0.17
March 31, 2002                      0.75                0.27

2001                                HIGH                 LOW
-------                            -------             -----
December  31, 2001                  1.45                0.22
September 30, 2001                  4.25                1.01
June 30, 2001                       1.75                0.36
March 31, 2001                      4.64                0.88

2000                                HIGH                 LOW
-------                            -------             -----
December  31, 2000                  2.00                0.94
(* 2:1 Stock Split October 2, 2000)
September 30, 2000                  3.00                1.50
June 30, 2000                       7.50                3.00
March 31, 2000                     11.00                1.75

1999                                HIGH                 LOW
-------                            -------             -----
December  31, 1999                  4.13                3.88
September 30, 1999                   N/A                 N/A
June 30, 1999                        N/A                 N/A
March 31, 1999                       N/A                 N/A
-------------------------

The  approximate  number of  holders  of  record  of  common  equity is 86 as of
December 31, 2002.

Dividends

The Company has never  declared or paid any cash  dividends  on its common stock
and does not intend to declare any dividends in the foreseeable future.



                                       26
<PAGE>



ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations  -For the Twelve  Months  Ending  December 31, 2004 & 2003

Financial Condition, Capital Resources and Liquidity

For the twelve  months  ending  December 31, 2004 and 2003 the Company  recorded
revenues of $402,700 and $336,000  respectively.  For the twelve  months  ending
December 31, 2004 and 2003 the Company had total salary expenses of $141,400 and
$382,300 respectively.

For the twelve  months  ending  December 31, 2004 and 2003 the Company had, on a
consolidated  basis,  general  and  administrative  expenses of  $3896,6400  and
$301,300, respectively.

For the twelve  months ending  December 31, 2004 and 2003,  the Company had on a
consolidated basis total operating expenses of $584,200 and $883,900.

Net Income (Loss)

For the twelve months ending December 31, 2004 and 2003, the Company  reported a
net  income  and net loss from  operations  including  currency  translation  of
$118,900 and ($561,800) 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 could be required to establish  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. This issue
will be part of the new strategy.





                                       27
<PAGE>



Employees

The manpower has been reduced to 4 people: 2 managers and 1 Sales and Marketing.

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.

Research and Development Plans

We are not currently engaged in any research and development.  When we are ready
to renew this aspect a new R&D strategy will 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.


ITEM 7. FINANCIAL STATEMENTS

The  required  consolidated  financial  statements  begin  on  page  F-1 of this
document.




                                       28
<PAGE>



ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

None.



                                    PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

                        DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain  information  with respect to each of our
executive  officers and  directors.  Our directors are generally  elected at the
annual shareholders' meeting and hold office until the next annual shareholders'
meeting or until their successors are elected and qualified.  Executive officers
are elected by our board of directors  and serve at its  discretion.  Our bylaws
authorize the board of directors to be constituted of not less than one and such
number as our board of directors may  determine by  resolution or election.  Our
board of directors currently consists of three members.

NAME                 AGE         POSITION
-------------       ------       -----------------

Eric Danon            48         President, CEO and Director
Patrick Misko         44         Vice President of Finance and Director
Serge  Parienti       42         Vice president of Marketing and Director
---------------------------

There are no family  relationships  between or among the executive  officers and
directors of the Company.

Compliance with Section 16(a) of the Securities Exchange Act of 1934:

Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires the
Company's  executive officers and directors and persons who own more than 10% of
a  registered  class  of the  Company's  equity  securities,  to file  with  the
Securities and Exchange Commission (hereinafter referred to as the "Commission")



                                       29
<PAGE>



initial statements of beneficial ownership,  reports of changes in ownership and
annual  reports  concerning  their  ownership,  of Common Stock and other equity
securities of the Company on Forms 3, 4 and 5, respectively. Executive officers,
directors  and  greater  than  10%   shareholders  are  required  by  Commission
regulations to furnish the Company with copies of all Section 16(a) reports they
file. To the Company's knowledge, all executive officers,  directors and greater
than 10% beneficial  owners of its common Stock,  and have complied with Section
16(a) filing  requirements  applicable to them during the Company's  fiscal year
ended December 31,2002 up to the first quarter ended March 31, 2003.

                             OFFICERS AND DIRECTORS

Business Experience

The following is a brief description of the business background of our executive
officers, and directors:

ERIC DANON:
Chairman & CEO (Elva,  Inc.),  President - Director  General (ELVA, S.A.).

Graduate of the french Ecole Normale  Superieure de Saint Clud  (1077-1982),  he
holds a Masters  Degree in Physics ( Agregation  de sciences  physiques - 1980).
Graduate  of the  french  Instiut  d'Etudes  Politiques  (1981-1983)  and  Ecole
Nationale d'Administration (1984-1986)

Eric Danon  began his career in the  ministry  of  foreign  affairs in 1986,  in
charge of economic  relations  between France and North America.  Then he joined
the  cabinet  of  the  minister  of  foreign  affairs   (1988-1991),   with  the
responsibility of  politico-military  affairs. In 1991, he entered the Direction
des  Satellites  of  Aerospatiale  SNO,  and, a year later,  the Direction de la
Strategie. Back to the misitry of foreign affairs in 1997, he became head of the
division in charge i.a. of the fight against cybercrime,  and in 1999, Directeur
de Cabinet (Head of staff) of the minister of cooperation  and  development.  In
2001, he left the  ministry,  created his own company and became a consultant in
various sectors including high tech strategies and international cooperation.

PATRICK  MISKO:
Vice-President  of  Finance  for Elva  International,  Inc.  and  Director,  and
Managing Director of ELVA, SA.

Graduate of  Accounting  and  Economy  Universities,  he managed a voice  server
company  for 3  years.  Then he  joined  Olivetti  as key  account  manager  for



                                       30
<PAGE>



computing and vocal products.His  previous function was Director of sales in the
computer  industry and in IVR  (interactive  vocal response) field. He knows the
market  of  vocal  identification  card as well as its  major  players,  such as
manufacturers,   integrators  and  VAR's.  Serge  Parienti:   Vice-President  of
marketing  for Elva  International,  Inc.,  and Managing  Director of ELVA,  SA.
Graduate of a bio industry  high school,  he made a special  study of industrial
marketing  and  communication.  He has spent 8 years as a consultant  in several
sectors  among  which:   strategic,   marketing  and  communication  advisor  in
telecommunications,  information  technologies,  pharmaceutics and biotechnology
sectors.  Just before  joining ELVA, he was  outstandingly  involved in internet
related to projects.

SERGE PARIENTI:
Vice-President of Marketing for Elva  International,  Inc. and Managing Director
of ELVA, SA.

Graduate of a bio industry  high school,  he made a special  study of industrial
marketing and  communications  as well as strategic  management.  He has spent 8
years as a consultant  in several  sectors:  He was a strategic,  marketing  and
communication   advisor  in  the  fields  of   telecommunications,   information
technologies, pharmaceutics and biotechnology. Just before joining ELVA in 1999,
he was involved in ISPs and multimedia-based businesses over Europe.


Item 10. Executive Compensation

The  following  summary   compensation  table  sets  forth  the  aggregate  cash
compensation  paid or accrued by the Company to each of the Company's  executive
officers  and key  employees  for  services  rendered to the Company  during the
Company's  fiscal  year  ended  2002,  2001 and  2000 and all plan and  non-plan
compensation  awarded  to,  earned by or paid to  certain  designated  executive
officers.




                [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]




                                       31
<PAGE>



SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                        Long Term Compensation
------------------ ------- -------------------------------------- ---------------------- ---------- -------------
                              Annual Compensation                           Awards        Payouts
------------------ ------- ------------ ---------- -------------- ----------- ---------- ---------- -------------
(a)                (b)     (c)          (d)        (e)            (f)          (g)        (h)        (i)
                                                   Other          Restricted   Securities LTIP       All Other
Name and                                           Annual         Stock        Underlying Payouts    Compensation
Principal          Year    Salary ($)   Bonus ($)  Compensation   Award(s)     Options/
Position                                           ($)            ($)          SARs
------------------ ------- ------------ ---------- -------------- ----------- ---------- ---------- -------------
<S>                <C>     <C>          <C>          <C>          <C>         <C>         <C>         <C>
Eric Danon,        2000    $0           $0            $0           $0         $0           $0          $0
President, CEO     2001    $0           $0            $0           $0         $0           $0          $0
and Director       2002    $0           $0            $0           $0         $0           $0          $0
                   2003    $0           $0            $0           $0         $0           $0          $0
                   2004    $0           $0            $0           $0         $0           $0          $0

Serge Parienti,    2000    $82,758      $0            $0           $0         $0           $0          $0
Vice-President     2001    $43,557      $0            $0           $0         $0           $0          $0
and Director       2002    $50,816      $0            $0           $0         $0           $0          $0
                   2003    $30,622      $0            $0           $0         $0           $0          $0
                   2004    $30,622      $0            $0           $0         $0           $0          $0

Patrick Misko,     2000    $56,624      $0            $0           $0         $0           $0          $0
Vice-President     2001    $30,490      $0            $0           $0         $0           $0          $0
and Director       2002    $50,816      $0            $0           $0         $0           $0          $0
                   2003    $30,622      $0            $0           $0         $0           $0          $0
                   2004    $30,622      $0            $0           $0         $0           $0          $0
----------------------------
</TABLE>

Compensation of Directors

The Company has no standard arrangements for compensating the directors of the
Company for their attendance at meetings of the Board of Directors.




                                       32
<PAGE>



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Security Ownership of Certain Beneficial Owners

The  following  table  summarizes  certain   information  with  respect  to  the
beneficial  ownership of company  shares as of December 31, 2002,  regarding the
ownership of common stock by each shareholder known to be the owner of more than
5% of the  outstanding  shares,  each  director and all  executive  officers and
directors as a group.  Except as otherwise  indicated,  each of the shareholders
has sole voting and investment  power with respect to the shares of common stock
beneficially owned.

--------------------------------------------------------------------------------
Name and Address of              Title of   Amount and Nature of    Percent of
Beneficial Owner                  Class       Beneficial Owner        Class
--------------------------------------------------------------------------------
Patrick Misko(1)                 Common             936,416            3.7%
538 avenue de l'Hautil
78955 Carrieres sous Poissy,
France
--------------------------------------------------------------------------------
Serge Parienti(1)                Common             72,945             0.3%
74, Avenue Edouard Vaillant
92100 Boulogne Billancourt
France
--------------------------------------------------------------------------------
Eric Danon(1)                    Common              0                   0%
74, Avenue Edouard Vaillant
92100 Boulogne Billancourt
France
--------------------------------------------------------------------------------
All Executive Officers, Directors                 1,009,361            4.0%
as a group
--------------------









                                       33
<PAGE>



Certain Beneficial Owners
--------------------------------------------------------------------------------
Name and Address of              Title of   Amount and Nature of    Percent of
Beneficial Owner                  Class       Beneficial Owner        Class
--------------------------------------------------------------------------------
Commonwealth Investment          Common          5,149,999            20.3%
Services, Ltd.(1)
P.O. Box 1437
Rosseau Commonwealth O WI
75008 Paris, France
--------------------------------------------------------------------------------
Olex Financial, Ltd.(1)          Common          5,869,000            23.1%
Vanderpool Plaza
Road Town
Tortola, France
-----------------------------------------------------------------------------
TOTAL                                           11,018,999            43.4%
------------------
(1)  Based upon  25,385,998  shares of the  Company's  common  stock  issued and
     outstanding  as of December 31, 2004.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None


ITEM 13. 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 #         Description
---------         -----------------------
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.




                                       34
<PAGE>



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).

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     [7]      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).

31.1      *       Section 302 Certification by the Chief Executive  Officer.

31.2      *       Section 302 Certification by the Chief Financial  Officer.



                                       35
<PAGE>



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

32.2      *       Certification by Chief Financial Officer pursuant to 18 U.S.C.
                  1350.
-------------------------------------------------

*    Filed herewith.

[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.
[7]  Previously  filed as an exhibit to the Company's  Quarterly  Report on Form
     10-QSB filed May 20, 2003.


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


ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Company paid or accrued the  following  fees in each of the prior two fiscal
years to its principal  accountant,  Durland & Company CPAs, P.A. of Palm Beach,
Florida.

                                         Year ended        Year ended
                                         December 31,     December 31,
                                            2004              2003
                                        ------------      ------------
(1)        Audit fees                      $29,000         $28,500
(2)        Tax fees                        $     0         $     0
(3)        All other fees                  $     0         $     0

   Totals                                  $29,500         $28,500

We  have  considered  whether  the  provision  of  such  non-audit  services  is
compatible with Durland & Company CPAs, P.A.  maintaining its  independence  and
determined that these services do not compromise their independence.



                                       36
<PAGE>



Financial Information System Design and Implementation.  Durland & Company CPAs,
P.A. did not charge the Company any fees for financial information system design
and implementation fees.

The  Company  has no  formal  audit  committee.  However,  the  entire  Board of
Directors (the "Board") is the Company's defacto audit committee.

In discharging its oversight  responsibility as to the audit process,  the Board
obtained from the independent auditors a formal written statement describing all
relationships  between  the  auditors  and the  Company  that  might bear on the
auditors'  independence as required by Independence Standards Board Standard No.
1,  "Independence  Discussions with Audit  Committees." The Board discussed with
the  auditors  any   relationships   that  may  impact  their   objectivity  and
independence,  including fees for non-audit services, and satisfied itself as to
the  auditors'  independence.  The Board also  discussed  with  management,  the
internal  auditors and the independent  auditors the quality and adequacy of the
Company's  internal controls.  The Board reviewed with the independent  auditors
their management letter on internal controls.

The Board  discussed  and  reviewed  with the  independent  auditors all matters
required to be discussed by auditing standards  generally accepted in the United
States of America,  including those described in Statement on Auditing Standards
No. 61, as amended, "Communication with Audit Committees".

The Board reviewed the audited consolidated  financial statements of the Company
as of and  for the  year  ended  December  31,  2004,  with  management  and the
independent  auditors.  Management has the responsibility for the preparation of
the  Company's  financial  statements  and the  independent  auditors  have  the
responsibility for the examination of those statements.

Based  on the  above-mentioned  review  and  discussions  with  the  independent
auditors and management,  the Board of Directors  approved the Company's audited
consolidated  financial  statements and recommended that they be included in its
Annual  Report on Form 10-KSB for the year ended  December 31, 2004,  for filing
with the  Securities  and  Exchange  Commission.  The Board  also  approved  the
reappointment of Durland & Company CPAs, P.A. as independent auditors.

The Company's principal accountant, Durland & Company CPAs, P.A., did not engage
any other  persons or firms  other than the  principal  accountant's  full-time,
permanent employees.




                                       37
<PAGE>



                                   SIGNATURES

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


                            Elva International, Inc.
                      ------------------------------------
                                  (Registrant)


Date:    April 15, 2005     /s/Eric Danon
                           ------------------------------------------------
                           Eric Danon, President, CEO & Director

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

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


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.

Signature                               Title                        Date

By: /s/Eric Danon
   --------------------------     President, CEO & Director     April 15, 2005
      Eric Danon

By: /s/ Serge Parienti
   --------------------------     VP & Director                 April 15, 2005
      Serge Parienti

By: /s/ Patrick Misko
   --------------------------     VP & Director                 April 15, 2005
      Patrick Misko




                                       38



<PAGE>




                          INDEX TO FINANCIAL STATEMENTS



Reports of Independent Registered Public Accounting Firm.................... F-2

Consolidated Balance Sheets..................................................F-3

Consolidated Statements of Operations and Comprehensive Income (Loss)........F-4

Consolidated Statements of Stockholders' Equity (Deficiency).................F-5

Consolidated Statements of Cash Flows........................................F-6

Notes to Consolidated Financial Statements...................................F-7

























                                       F-1

<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Directors and Stockholders
Elva International, Inc.
West Palm Beach, Florida


We  have  audited  the   accompanying   consolidated   balance  sheets  of  Elva
International,  Inc.,  (the  "Company") as of December 31, 2004 and 2003 and the
related  consolidated  statements of operations and comprehensive income (loss),
stockholders' equity (deficiency) and cash flows for the two years in the period
ended  December  31,  2004.  These  consolidated  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of the Company as of
December 31, 2004 and 2003 and the results of its  operations and its cash flows
for the two years in the period ended December 31, 2004, in conformity with U.S.
generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 4 to the
consolidated financial statements,  the Company has experienced net losses since
inception.   The  Company's  financial  position  and  operating  results  raise
substantial doubt about its ability to continue as a going concern. Management's
plans  with  regard  to  these  matters  are  also  described  in  Note  4.  The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.



/s/ Durland & Company, CPAs, P.A.
Durland & Company, CPAs, P.A.

Palm Beach, Florida
April 11, 2004


















                                       F-2

<PAGE>



<TABLE>
<CAPTION>
                            Elva International, Inc.
                           Consolidated Balance Sheets
                                  December 31,

                                                                     2004           2003
                                                                --------------  --------------
<S>                                                             <C>             <C>
                                     ASSETS
CURRENT ASSETS
  Cash and equivalents                                          $       86,920  $       41,495
  Accounts receivable, net of reserve of $0 and $2,272                 152,729         205,860
  VAT tax receivable                                                    16,365          10,852
   Inventory                                                            34,481          48,308
                                                                --------------  --------------
          Total current assets                                         290,495         306,515
                                                                --------------  --------------
PROPERTY AND EQUIPMENT
  Computers and equipment                                              270,768         246,637
        Less accumulated depreciation                                 (200,592)       (164,711)
                                                                --------------  --------------
          Net property and equipment                                    70,176          81,926
                                                                --------------  --------------
OTHER ASSETS
  Deposits and other assets                                             10,763          35,917
  Income tax credit receivable                                         128,731         119,393
  Patent                                                               763,120         717,368
        Less accumulated amortization                                 (222,007)       (177,479)
                                                                --------------  --------------
          Net other assets                                             680,607         695,199
                                                                --------------  --------------
Total Assets                                                    $    1,041,278  $    1,083,640
                                                                ==============  ==============
     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
   Accounts payable                                             $      332,707  $      350,483
   Accrued Expenses
       Trade                                                            43,145         237,152
       Payroll and taxes                                               128,863         162,293
   Current portion of long-term debt                                         0           1,956
   Provision for litigation and forex gain/loss                         80,088          58,143
   Advances from shareholders                                          165,896         176,598
   Short-term debt                                                      50,000               0
   Conditional government subsidy                                       36,338          82,896
                                                                --------------  --------------
          Total current liabilities                                    837,037       1,069,521
                                                                --------------  --------------
LONG-TERM DEBT
   Conditional government subsidy                                            0         168,072
                                                                --------------  --------------
          Total long-term debt                                               0         168,072
                                                                --------------  --------------
Total Liabilities                                                      837,037       1,237,593
                                                                --------------  --------------
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; 25,385,998 and 20,857,759
     issued and outstanding shares                                       2,539           2,086
   Additional paid-in capital                                        5,270,739       5,031,866
   Accumulated comprehensive income (loss)                             (39,130)        (13,087)
   Deficit                                                          (5,029,907)     (5,174,818)
                                                                --------------  --------------

          Total stockholders' equity (deficiency)                      204,241        (153,953)
                                                                --------------  --------------
Total Liabilities and Stockholders' Equity (Deficiency)         $    1,041,278  $    1,083,640
                                                                ==============  ==============
</TABLE>


     The accompanying notes are an integral part of the financial statements

                                       F-3
<PAGE>



<TABLE>
<CAPTION>
                            Elva International, Inc.
                      Consolidated Statements of Operations
                         and Comprehensive Income (Loss)
                             Year Ended December 31,


                                                                                     2004                  2003
                                                                                ------------------    ----------------
<S>                                                                             <C>                   <C>

REVENUES                                                                        $          402,694    $        335,964
                                                                                ------------------    ----------------
OPERATING EXPENSES
    Salaries                                                                               141,367             382,312
    Advertising                                                                                  0              16,082
    Depreciation and amortization                                                           56,401             113,675
    General and administrative                                                             386,408             301,301
    Research and development                                                                     0              70,539
                                                                                ------------------    ----------------
          Total operating expenses                                                         584,176             883,909
                                                                                ------------------    ----------------
 Operating loss                                                                           (181,482)           (547,945)
                                                                                ------------------    ----------------
OTHER INCOME (EXPENSE):
    Interest income                                                                         37,679                 102
    Interest expense                                                                        (3,584)             (9,728)
    Foreign currency transaction gain (loss)                                                (7,066)            (20,856)
    Gain (loss) on sale of patent                                                           93,149                   0
    Gain on forgiveness of government grant                                                207,621                   0
                                                                                ------------------    ----------------
          Total other income (expense)                                                     327,799             (30,482)
                                                                                ------------------    ----------------
Net income (loss) before tax credit and minority interest                                  146,317            (578,427)
    Foreign income tax                                                                      (1,406)                  0
    Minority interest in consolidated subsidiary income (loss)                                   0                   0
                                                                                ------------------    ----------------
Net income (loss)                                                                          144,911            (578,427)
Other comprehensive income (loss):
    Foreign currency translation gain (loss)                                               (26,043)             16,642
                                                                                ------------------    ----------------
Comprehensive loss                                                              $          118,868    $       (561,785)
                                                                                ==================    ================
Net income (loss) per common share - basic                                      $             0.01    $          (0.03)
                                                                                ==================    ================
Weighted average number of common shares outstanding - basic                            24,186,993          19,342,691
                                                                                ==================    ================
</TABLE>












     The accompanying notes are an integral part of the financial statements


                                       F-4
<PAGE>



                            Elva International, Inc.
                             Consolidated Statements
                      of Stockholders' Equity (Deficiency)



                                                                      Add'l.
                                           Number of      Common      Paid-in
                                             Shares        Stock      Capital
                                          ------------   ---------  -----------

BEGINNING BALANCE, December 31, 1998        21,500,000   $   2,150  $   828,401

Year ended December 31, 1999:
 Other comprehensive income (loss)                   0           0            0
 Net loss                                            0           0            0
                                          ------------   ---------  -----------
BALANCE, December 31, 1999                  21,500,000       2,150      828,401

Year ended December 31, 2000:
 Conversion of debt of subsidiary
   for stock                                 1,720,000         172      557,305
 Shares issued for cash                      3,790,000         379    1,237,500
 Shares issued to effect 2 for 1
   forward split                            27,010,000       2,701       (2,701)
 Other comprehensive income (loss)                   0           0            0
 Net loss                                            0           0            0
                                          ------------   ---------  -----------
BALANCE, December 31, 2000                  54,020,000       5,402    2,620,505

Year ended December 31, 2001:
 1 for 10 reverse split                    (48,618,000)     (4,862)       4,862
 Shares issued for cash                      3,293,640         329      586,354
 144 shares issued for services                646,500          65      103,375
 S-8 shares issued for services                135,000          14      269,986
 Conversion of debt of subsidiary
   for stock                                   129,082          13       17,475
 Deferred compensation amortization                  0           0            0
 Other comprehensive income (loss)                   0           0            0
 Net loss                                            0           0            0
                                          ------------   ---------  -----------
BALANCE, December 31, 2001                   9,606,222         961    3,602,557

Year ended December 31, 2002:
 144 shares issued for services                120,000          12       10,488
 144 shares issued for cash                  6,031,537         603    1,069,331
 Deferred compensation amortization                  0           0            0
 Other comprehensive income (loss)                   0           0            0
 Net loss                                            0           0            0
                                          ------------   ---------  -----------
BALANCE, December 31, 2002                  15,757,759       1,576    4,682,376

Year ended December 31, 2003
 144 shares issued for cash                  5,100,000         510      349,490
 Other comprehensive income (loss)                   0           0            0
 Net loss                                            0           0            0
                                          ------------   ---------  -----------
BALANCE, December 31, 2003                  20,857,759       2,086    5,031,866

Year ended December 31, 2004
 144 shares issued for cash                  3,484,614         349      197,231
 144 shares issued to retire debt            1,043,625         104       41,642
 Other comprehensive income (loss)                   0           0            0
 Net income                                          0           0            0
                                          ------------   ---------  -----------
ENDING BALANCE, December 31, 2004           25,385,998   $   2,539  $ 5,270,739
                                          ============   =========  ===========





                                       F-5
<PAGE>



                            Elva International, Inc.
                             Consolidated Statements
                      of Stockholders' Equity (Deficiency)


                             Accum.                        Total
                Stock         Comp.                    Stockholders'
  Deferred      Subs.        Income                       Equity
    Comp.        Rec.        (Loss)       Deficit      (Deficiency)
 -----------  ----------   -----------  ------------   -------------

 $         0  $        0   $   (52,349) $   (432,606)  $     345,596


           0           0        (1,176)            0          (1,176)
           0           0             0      (723,712)       (723,712)
 -----------  ----------   -----------  ------------   -------------
           0           0       (53,525)   (1,156,318)       (379,292)



           0           0             0             0         557,477
           0           0             0             0       1,237,879

           0           0             0             0               0
           0           0        25,724             0          25,724
           0           0             0    (1,163,846)     (1,163,846)
 -----------  ----------   -----------  ------------   -------------
           0           0       (27,801)   (2,320,164)        277,942


           0           0             0             0               0
           0           0             0             0         586,683
    (103,440)          0             0             0               0
           0           0             0             0         270,000

           0           0             0             0          17,488
      10,775           0             0             0          10,775
           0           0        40,426             0          40,426
           0           0             0    (1,378,332)     (1,378,332)
 -----------  ----------   -----------  ------------   -------------
     (92,665)          0        12,625    (3,698,496)       (175,018)


           0           0             0             0          10,500
           0           0             0             0       1,069,934
      92,665           0             0             0          92,665
           0           0       (42,354)            0         (42,354)
           0           0             0      (897,895)       (897,895)
 -----------  ----------   -----------  ------------   -------------
           0           0       (29,729)   (4,596,391)         57,832


           0           0             0             0         350,000
           0           0        16,642             0          16,642
           0           0             0      (578,427)       (578,427)
 -----------  ----------   -----------  ------------   -------------
           0           0       (13,087)   (5,174,818)       (153,953)


           0           0             0             0         197,580
           0           0             0             0          41,746
           0           0       (26,043)            0         (26,043)
           0           0             0       144,911         144,911
 -----------  ----------   -----------  ------------   -------------
 $         0  $        0   $   (39,130) $ (5,029,907)  $     204,241
 ===========  ==========   ===========  ============   =============





     The accompanying notes are an integral part of the financial statements


                                       F-6
<PAGE>



<TABLE>
<CAPTION>
                            Elva International, Inc.
                      Consolidated Statements of Cash Flows
                             Year Ended December 31,

                                                                                       2004                 2003
                                                                                ------------------    -----------------
<S>                                                                             <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                               $          144,911    $        (578,427)
Adjustments to reconcile net loss to net cash used by operating activities:
     Depreciation and amortization                                                          56,401              113,675
     Provision for foreign exchange loss                                                    15,847               17,137
     Foreign exchange transaction gain (loss)                                                    0               20,856
     Amortization of government subsidy                                                          0              (85,296)
     Gain on forgiveness of government grant                                              (213,670)                   0
Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                                             65,417               96,366
     (Increase) decrease in inventory                                                       16,066               13,845
     (Increase) decrease in VAT receivable                                                  (4,251)              23,819
     (Increase) decrease in deposits and other assets                                        2,298               (2,449)
     (Increase) decrease in income tax credit receivable                                        32              124,763
     Increase (decrease) in accounts payable                                               (39,704)             (96,646)
     Increase (decrease) accrued expense - trade                                           (83,738)             129,510
     Increase (decrease) salaries and payroll and taxes                                    (42,100)             (86,668)
     Increase (decrease) in deferred revenue                                                     0                    0
                                                                                ------------------    -----------------
Net cash  provided (used) by operating activities                                          (82,491)            (309,515)
                                                                                ------------------    -----------------
CASH FLOW FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                                     (4,347)             (34,461)
     Sale of patent                                                                        106,349                    0
     Increase expenditure application patent                                               (40,986)             (56,676)
                                                                                ------------------    -----------------
Net cash provided (used) by investing activities                                            61,016              (91,137)
                                                                                ------------------    -----------------
CASH FLOW FROM FINANCING ACTIVITIES:
    Proceeds from loan                                                                      50,000                    0
     Shareholder advance repayments                                                        (15,574)             (16,382)
     Debt payments                                                                          (1,924)              (1,693)
     Issuance of common stock for cash                                                           0              350,000
                                                                                ------------------    -----------------
Net cash provided by financing activities                                                   32,502              331,925
                                                                                ------------------    -----------------
Effect of exchange rates on cash                                                            34,398              (23,001)
                                                                                ------------------    -----------------
Net increase (decrease) in cash and equivalents                                             45,425              (91,728)
CASH and equivalents, beginning of period                                                   41,495              133,223
                                                                                ------------------    -----------------
CASH and equivalents, end of period                                             $           86,920    $          41,495
                                                                                ==================    =================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid in cash                                                           $            3,584    $           9,728
                                                                                ==================    =================
Foreign taxes paid in cash                                                      $            1,407    $               0
                                                                                ==================    =================
Non-Cash Financing Activities:
  Debt converted to common stock                                                $           41,745    $               0
                                                                                ==================    =================
</TABLE>




     The accompanying notes are an integral part of the financial statements


                                       F-7

<PAGE>



                            Elva International, Inc.
                   Notes to Consolidated Financial Statements

(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
     $20,993  and  $24,402  for the  years  ended  December  31,  2003 and 2002,
     respectively.




                                       F-8

<PAGE>



                            Elva International, Inc.
                   Notes to Consolidated Financial Statements


(1)  Summary of Significant Accounting Principles (Continued)
     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 $29,409 and $21,664 for the
     years ended December 31, 2003 and 2002, respectively. In the fourth quarter
     of 2003, the Company  agreed to purchase two patents from former  employees
     for 40,000 Euros, or approximately $45,000, to be paid in April 2004. These
     two patents have a remaining useful life of 18 years.

     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.




                                       F-9

<PAGE>



                            Elva International, Inc.
                   Notes to Consolidated Financial Statements


(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
     25,385,998  shares of common stock issued and  outstanding  at December 31,
     2004.

     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.

     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



                                       F-10

<PAGE>



                            Elva International, Inc.
                   Notes to Consolidated Financial Statements


(2)  Stockholders' Equity (Continued.)
     $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  1,600,000  shares of
     restricted  common  stock in exchange  for  $160,000 in cash , or $0.10 per
     share,  to the same investor as in the fourth quarter of 2002. In April and
     May 2003 the Company sold  4,100,000  shares of restricted  common stock in
     exchange  for  $150,000  in  cash,  or  $0.06  per  share  to  an  existing
     stockholder.

     In the  second  quarter  2004,  the  Company  issued  3,484,614  shares  of
     restricted  common  stock in exchange  for  $197,580 in cash , or $0.06 per
     share. In the second quarter 2004, the Company issued  1,043,625  shares of
     restricted  common stock in exchange for $41,745 of existing  related party
     debt, or $0.04 per share.

(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 $5,030,000,  which expire
     $68,000 on December  31, 2011,  $132,000 on December 31, 2117,  $232,000 on
     December 31, 2118,  $724,000 on December 31, 2119,  $1,164,000  on December
     31, 2020,  $1,378,300  on December 31, 2021,  $897,900 on December 31, 2022
     and  $578,400 on December  31,  2023.  The amount  recorded as deferred tax
     asset cumulative as of December 31, 2003 is approximately $2,014,000, 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 $2,014,000, as the Company has no history of profitable operations.

     The  significant  components net deferred tax asset as of December 30, 2004
     are:

        Net operating losses             $       2,014,000
        Valuation allowance                     (2,014,000)
                                         -----------------
        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



                                       F-11

<PAGE>



                            Elva International, Inc.
                   Notes to Consolidated Financial Statements


(3)  Income  Taxes (Continued.)
     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.  In the third quarter 2003,  the Company
     received the 2000 credit in the amount of approximately $122,700. It is now
     expected  that the  government  will  approve  the 2001  credits.  They are
     expected to be paid  approximately  $119,400  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  Even  though  as  shown  in the  accompanying  consolidated
     financial statements, the Company incurred net income totaling $145,000 for
     the year  ended  December  31,  2004,  it has a  stockholders'  deficit  of
     approximately  $5,030,000 as of December 31, 2004.  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 attempting to raise additional funds for the Company
     in an amount up to $3,000,000 through a private placement transaction.  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-12

<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.

(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 2005, 2006 and 2007.

(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.  In 2004,  the  government
     forgave repayment of $207,621 of these grants.














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