U.S. 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, 2001

[_]  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.)


  383 Diablo Road, Suite 100
  Danville, CA                                                     94526
  - ------------------------------------                        ----------
(Address of principal executive offices)                        (Zip Code)

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

                                f/k/a ELVA, INC.
  ----------------------------------------------------------------------------
          (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                                                     OTC: BB
---------------------------                      ------------------------

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

                         Common Stock, $.0001 par value
                                (Title of class)
                      ------------------------------------

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



<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,  2000:
$394,296.00.

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 March
30, 2001 was  $13,650,000.00  (for purposes of the foregoing  calculation  only,
each of the registrant's officers and directors is deemed to be an affiliate).

There were 54,020,000 shares of the registrant's  common stock outstanding as of
March 20, 2001.

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 for Common Equity and Related Stockholder Matters.

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

Item 7.    Financial Statements.

Item 8.    Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure.

PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act.

Item 10.  Executive Compensation.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

Item 12.  Certain Relationships and Related Transactions.

Item 13.  Exhibits, List and Reports on Form 8-K.













<PAGE>


PART I

Forward Looking Statements

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


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  company  ELVA,  S.A.("ELVA,  SA").  Recognizing  that  ELVA,  SA had
invaluable  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 383 Diablo Road, Suite 100, Danville,  CA 94526
and its telephone number is (925) 831-0504. Its European and Asian subsidiaries'
offices are Elva S.A located at 74,av Edouard Vaillant, 92100 Boulogne,  France,
telephone  number:  33-(0)1-41-31-66-77  and Elva Asia Pte Ltd located at 7500 A
Beach Road, The Plaza  #14-306/307,  Singapore 199 591,  telephone number:  (65)
299-36-67.

           In September  1997,  the Company  issued  9,000,000  shares of Common
Stock,  $0.0001 par value per share as founders  shares to its sole  officer and
director.  For such  issuance,  the  Company  relied  upon  Section  4(2) of the
Securities  Act of 1933,  as amended (the "Act") and Rule 506 of  Regulations  D
promulgated  thereunder  (<<Rule  506") and Section  517.061(11)  of the Florida
Code.

           In October  1997,  the Company sold 557,376  shares of common  stock,
$.0001 par value per share (the  "Common")  for cash in the amount of $5,573.76,
pursuant to Section 3(b) of the  Securities Act of 1933, as amended (the "Act"),
and Rule 504 of Regulation D promulgated thereunder ("Rule


<PAGE>



504")and  Section  517.061(11) of the Florida Code. These offerings were made in
the State of Florida.

           In November 1997, the Company sold 1,200,000  shares of common stock,
$.0001  par value per  share  (the  "Common  Stock")  for cash in the  amount of
$12,000.00,  to fourteen (14) Georgia  residents,  twelve (12) Florida residents
and three (3) French  nationals,  pursuant to Section 3(b) of the Securities Act
of 1933,  as amended  (the  "Act"),  and Rule 504 of  Regulation  D  promulgated
thereunder  ("Rule  504"),  Section  10-5-9(13)  of the Georgia Code and Section
517.061(11) of the Florida Code.

           In June 1998, the Company sold 9,000,000  shares of its common stock,
$.0001 par value per share (the "Common"),  to one(1)  purchaser for cash in the
amount of  $32,500.00.  This offering was conducted  pursuant to Section 4(2) of
the Securities Act of 1933, as amended (the "Act") and Rule 506 of Regulations D
promulgated thereunder ("Rule 506") and Section 517.061(11) of the Florida Code.

           In September 1998, the Company sold 2,700,000 shares of common stock,
$.0001 par value per share (the "Common"), for cash in the amount of $54,000.00,
pursuant to Section 3(b) of the  Securities Act of 1933, as amended (the "Act"),
and Rule 504 of Regulation D promulgated thereunder ("Rule 504").

           On December 18th,  1998, the Company  entered into a Letter of Intent
whereby the Company agreed to acquire the issued and outstanding shares of ELVA,
SA in a share exchange  agreement with its shareholders.  The terms of the share
exchange  agreement by the Company  required that 14,160,000 Rule 144 restricted
shares of the Company be issued to the  shareholders of ELVA, SA in exchange for
all but 10 of the 26, 336 shares  (representing  99.6% of the outstanding stock)
of ELVA,  SA  stock  which  is  required  by  French  law to be owned by  French
citizens.  In  addition,  on  December  21,  1998,  at the  closing of the above
acquisition  and pursuant to the  Company's  Letter of Intent with ELVA,  SA the
Company by agreement  canceled  9,000,000 shares of common stock formerly issued
to the Company's sole director, President,  Secretary and Treasurer. The Company
also by  agreement  canceled  the 557,376  shares of common  stock (the  "Common
Stock") it sold to three (3)  individuals  for cash in the amount of  $5,573.76.
Lastly,  in  accordance  with the terms of the  Company's  Letter of Intent,  it
repurchased for $32,500.00 in cash the previously  purchased 9,000,000 shares of
Rule 144 Common Stock which shares the Company subsequently canceled.

           In conjunction  with the  acquisition  by the Company of ELVA,SA,  it
assumed  responsibility for repayment of a loan to a third party, Meadlight TMO,
a French company. A condition of the above acquisition  entailed the issuance of
3,440,000  shares of the  Company's  shares of common stock in  settlement  of a
$204,550 loan made to ELVA,SA. In March, May and September 1999, ELVA, SA, now a
subsidiary of the Company,  received additional  traunches of this loan from the
now related party in the total amount of approximately $500,000 US dollars. This
additional  loan is payable in full on January 1, 2002 and the  Company  can, at
its option. prepay all or part of this amount without penalty.

           Upon  completion  of the share  exchange  agreement  ELVA, SA and its
shareholders  hold  17,200,000  shares of the  Company's  21,500,000  issued and
outstanding  shares of common  stock.  The Company  also amended its Articles of
Incorporation  changing its name to ELVA, INC.  effective  immediately  upon the
closing of the agreement. A new Board of Directors was appointed, new


<PAGE>



officers were named for the board and the  resignation  of the Company's  former
sole officer and director was accepted with regret.

           In July 2000, the Company sold 3,490,000  shares of common stock to a
British  Virgin Islands  investment  company in exchange for $1,139,894 in cash.
This offering was conducted  pursuant to Section 4(2) of the  Securities  Act of
1933,  as  amended  (the  "Act")  and  Rule  506 of  Regulations  D  promulgated
thereunder ("Rule 506").

           In July 2000,  the Company sold  300,000  shares of common stock to a
French  citizen in exchange for $97,980 in cash.  This  offering  was  conducted
pursuant to Section 4(2) of the  Securities  Act of 1933, as amended (the "Act")
and Rule 506 of Regulations D promulgated thereunder ("Rule 506").

           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 $561,752 of the existing long-term debt.

           On October 5, 2000,  a majority  of 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 its par value.

           On  March  2, 2001  the  Company  changed  its corporate name to Elva
International,  Inc.  from Elva,  Inc.  to more  clearly  reflect  the  business
objectives of the Company.  The change of the  Company's  name resulted in a new
trading  symbol,  "EVII" and the mandatory  exchange of the Company;s old shares
and a new CUSIP number.

           There are no  preliminary  agreements or  understandings  between the
Company and its officers and  directors or  affiliates  or lending  institutions
with respect to any loan agreements or arrangements.

           The Company intends to offer additional  securities under Rule 506 of
Regulation  D under  the Act  ("Rule  506") to fund its short  and  medium  term
expansion plans.

           (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.


<PAGE>




           The Company's goal is to make its VocaliD technology an International
standard in the area of secure transactions mainly including  e-commerce issues.
This belief has been bolstered when 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 ready to enter its first
mass production cycle in the year 2001.

           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
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.  Nevertheless,  the Company is currently
developing a microprocessor version of VocaliD in order to provide a wider range
of applications  combining the acoustic  interface with major  traditional smart
card standards using smart card readers.

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


           Then,   near-term   marketing  efforts  are  focused  on  positioning
VocaliD(R) smart card as a universal  solution for secure e-commerce while being
used  in  stores  as a  conventional  magnetic  stripe  card..  This  is the way
VocaliD(R) will be, in a first step, introduced to the following sectors :


        *         Banking
        *         Retail
        *         Internet
        *         Telecommunications

           From year  2002,  VocaliD(R)  smart card will allow to provide a wide
range of  applications  using smart card readers for real life  transactions  in
addition to its  acoustic  interface  features  that require no card readers for
e-commerce  related  transactions.   This  technological   evolution  is  highly
strategic for it will lead to the deployment of VocaliD(R)  smart cards in every
country, whether they have magnetic stripe or chip readers.

           In a second step,  VocaliD(R)  technology  will be  introduced to the
healthcare sector and to cities and governments for  transportation / identity /
entertainment related applications.

           In addition to this new generation smart card,  VocaliD(R) technology
consists in software:

           The first  family of  VocaliD(R)  software  are to be  integrated  in
personal  computers and servers for e-commerce  applications  based on VocaliD's
acoustic interface. These software are called "AXS"


<PAGE>



for "Authentication by Extraction and Synchronization".

           The second family of VocaliD(R)  software will allow card issuers and
vendors  to  choose  and  integrate  a  wide  range  of  security  features  and
applications  within the chip card. These software are being currently enhanced,
conceived  and  developed  and  represent  a  large  part of the  future  of the
technology and one of the Company's main strategic issues.

           The Company  believes that its ASIC Design  engineers have sufficient
expertise  in  hardware  technology  and  VHDL  and  Verilog  modeling  computer
programming languages necessary for such development efforts.

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.  The use of  VocaliD's  acoustic
interface is very simple:  pressing the module with the thumb activates the card
that emits the signal through the telephone set or the computer microphone. Once
the  remote  server  receives  the data,  it  authenticates  the card,  with the
application of ELVA's AXS 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. As
far  as  online  authentication  is  concerned,  telephone  sets  and  computers
microphone are the 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 he does not know what are the codes the card
sends.

           Same  level of  security  from  everywhere,  using any  terminal:  an
"acoustic vehicle",  also generated by the card, carries the above pseudo random
authentication  sequences.  The transmission of the latter is then possible from
any telephone set or computer's microphone. Therefore, this authentication model
can be required in every situation.

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




<PAGE>


Six trends

     o    Online   exchanges   explosion  (call  centers,   IVR,   internet  and
          telecommunication services)
     o    Convergence of e-commerce with conventional in-the-store purchasing
     o    Demand  for  secure  online  payment  models o  Globalization  of card
          concepts  in daily life for  payment,  multi  service  options  and co
          branding
     o    Tremendous  endeavors  of smart card actors to market  their  products
          worldwide
     o    Evolution of stakes and  techniques in marketing,  bringing about more
          and more customer relationship management issues


           Three VocaliD(R) features

     o    Online multi access without card readers
     o    Security from any terminal
     o    Multi application through combined chip card based technologies


           THE SMART CARD INDUSTRY

           At 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,  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.

           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.





<PAGE>




           Smart Card Market Trends

           With two thirds of the market, Europe remains the main area for smart
card applications developments.


           The  European  Microprocessor  smart  card market by main application
1998-2005 (units)

<TABLE>
<S>                           <C>       <C>       <C>       <C>        <C>      <C>
Million units                 2000      2001      2002      2003       2004     2004

                              110       143       182       223        26       300
% growth                      277       296       273       223        191      132

Mobile phone                  157        221      275       410        515
% growth                      336       402       249       487        257      132

Retail loyalty                16        17        21        34         42       50
% growth                      158       88        269       577        244      19

Pay TV& e-commerce            47        79        136       197        247      295
% growth                      979       67        722       447        25,5     194

Identification & access       7         13        20        37         45       52
% growth                      58,5      91        551       82,4       224      156

Health                        26        29        36        48         59       67
% growth                      6,5       136       253       31,2       238      135

Ticketing                     16        17        20        30         35       39
% growth                      7         81        176       50         167      114

Total                         379         518     691        977       1208     1386
% growth                      331          37     334       413        236      147
</TABLE>

                     Source : IDC


           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 will occur,  specially in the
mobile phone sector

           The North American smart card market is expected to grow more slowly,
due to an already existing  magstripe 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  really
profitable.





<PAGE>




           Smart card technology progressing towards IT markets

           Smart  card  technology  is  progressing  towards a greater  level of
interaction  with  the IT  industry,  due to  the  booming  of B to C and B to B
network infrastructures: e-commerce, Internet, Intranets, workgroups etc. A rise
in smart card "online" use for mobile phones (+32% annual growth), banking (+24%
: on/off line),  pay TV and  electronic  commerce  (+51%) is expected to sustain
growth of the industry over the next five years.

           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
they will  become 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  $2,000,  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 huge  compared  with the  traditional  smart  card  market  size  always
restricted by the deployment of smart card readers. For guidance, There were 250
million people using the Internet in the world last year, according to IDC; some
experts say they should be around 1 Billion within 2005.

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 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.  This means that 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 100% of the 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.

          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  interesting  recent 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.



<PAGE>



          There are two main differences  between magnetic stripe cards and chip
cards: The first type are 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 are really  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 nor  anywhere  (at home for
example).

          The next step in plastic card evolution is << VICI (Vibrating Iso Card
Interface)>>  technology  providing secure e-commerce  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 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  advanced  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   and  others  by  enabling  an  individual  to  exchange
information and payment through the smart card VocaliD(R) microchip technology.

          The Company  believes it is well  positioned to take  advantage of the
developing  VocaliD(R) smart card technology and utilization based upon a number
of  factors.  These  factors  include:(i)  our  engineering  know-how,  patents,
software tools and technical  support,  (ii) our knowledge and under-standing of
the  technology  and  the  market,   (iii)  our   successful   development   and
implementation of our product,  (iv) our commitment to quality and innovation in
our product line,  and (v) our ability to create  applications  quickly in for a
rapidly changing industry.

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 require
specific card readers,  VocaliD(R) requires none. Therefore,  VocaliD's economic
advantage is huge and brings about a paramount  advantage in the worldwide  race
for smart card deployment in the e-commerce sector.

          Other  acoustic  authentication  devices  exist,  but none of them are
smart  cards ; since they are not ISO format  devices,  they are more  expensive
than  VocaliD(R)  (whose  manufacturing  is based on the smart card process with
standard industrial equipment). Moreover, other acoustic authentication devices


<PAGE>



cannot be used in magnetic stripe or chip readers, which means that they are not
universal.  The Company  believes that its VocaliD(R)  allows for the merging of
e-commerce  with the real  world in terms of secure  authentication  and  global
marketing  while being cost effective,  widely  available and usable at the same
time.

          The Company  continues to have a significant  commitment to innovation
and quality in the  development  of  products.  A stringent  set of standards is
adhered to by the Company.  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 services and products meant for Internet and Telecommunications.

Phase 1 : 2001 / 2002 : Launching and positioning VocaliD technology

     Introduction  of VocaliD  smart  card on its  market : Sales and  marketing
     strategy: North America, Europe, Asia.

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)

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.



<PAGE>



Communication

           PR
           Web Site Internet / online advertising campaigns
           Direct Marketing
           Exhibitions

VocaliD demo platforms through strategic partnerships

           Continuous enhancement of VocaliD technology

           Design  of  a  new  chip  and  development  of  a  related   software
environment  meant for VocaliD  smart  cards  wider  range of multi  application
capabilities, with and without card readers. Main endeavors are firstly meant to
address payment card sector.

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

          Phase 2 : From late 2002 early 2003 : Towards VocaliD  standardization
and enhancement of the Company's project

           Making VocaliD an International standard

Segmentation

           Same  as  phase  1  plus   Healthcare,   Cities  and  government  for
transportation, identity, 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  multisourcing  while  enhancing  the Company's
revenue model.

           VocaliD  related  specific   expertise   (VocaliD  design  center)  :
Endeavors for healthcare, transportation and 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 will be based on smart card systems or not.


<PAGE>



Other Strategic Business Issues

           ELVA's customers

           Design of secure components

           Semiconductor  manufacturers  like ATMEL are ELVA's  clients  for the
           design of secure components.

           VocaliD smart cards

           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 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-commerce,  home banking,  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 are scheduled to begin in 2001.  Moreover,  a partnership program
aimed at  cooperation  with  system  integrators  will  soon be  issued.  ELVA's
marketing structure, strategy and actions were established in Europe during 1999
and 2000 and are now being extended to North America and Asia.



<PAGE>



           Pilot tests in cooperation with end users and system  integrators are
in the  planning  stages.  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 third quarter [Q3] of 2001.

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:

          Banking including "in the store" and "e"-payment, e-banking, e-trading

           The  banking  sector is the second  largest  market for smart  cards,
after  mobile  phone;  it comes to 110M units today in Europe and should  triple
within  five  years,  according  to IDC.  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,  the next  VocaliD  chip  generation  will be both
acoustic and EMV compatible to become a standard  payment card in the store with
card readers and online,  where it will allow secure payment  (e-trading...) and
access  control  to  bank  account  or  other  value-added  remote  personalized
services.

          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...). Now they 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"  (magstripe 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.

           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.



<PAGE>



           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.

           The Company  believes the  following  markets will be best suited for
VocaliD(R) smart card technology in a second step, scheduled by the end of 2002,
early 2003:

           Cities  and  governments  for   transportation,   ID,   entertainment
applications.

           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) ?

           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 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) : this is an exclusive VocaliD model.

Health Care Industry

           The Company believes that 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.



<PAGE>



           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.

VocaliD market segmentation

<TABLE>
<CAPTION>
BASIC FUNCTIONS           TRANSVERSAL STRATEGIC                       Market segmentation
                                FUNCTIONS
---------------     ----------------------------------      ---------------------------------------
<S>                 <C>                                     <C>
Access control      2.    Security / Added value            Banking
1.    Payment       3.    CRM (Customer Relationship        *     Payment / online & in the store
                    management)                             *     e-banking / transactions &
                    4.    Convergence online / in the       access to bank account, services
                    shop (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 4 French patents and has 2 patents applications (duration :
from the date of registration, 20 years) :


# 95 15735 on 1995,  December 29th 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  pending:  European
patent #96944094 0 (12/27/96)

96 01872 on 1996,  February 15th for procede pour faire autoriser par un serveur
l'acces a un service


<PAGE>



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)
USA : #09/125,222                         (02/13/97)
Japan : #529050/97                        (08/13/98)

# 97 08939 on 1997,  July 15th 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)
Europe : #98935089 7                      (03/07/98)
USA : Pending                             (01/13/00)
Japan : #503509/2000                      (01/17/00)

# 97 013902 on 1997,  November  5th for <<  procede  pour  emettre  des  signaux
acoustiques  a partir d'une carte a memoire ou a puce,  et carte pour la mise en
oeuvre du procede >>, or << method to emit  acoustic  signals from a smart card,
and card to implement this method >>

Foreign patent applications pending: PCT/FR98/02354 (11/04/98)
Canada : #2,308038                        (04/07/00)
Europe : #98954511 6                      (04/07/00)
USA : # 09/530587                         (05/05/00)
Japan : # 2000-519539                     (04/07/00)


French patent  application # 99 09074 on 1999,  July 13th for << carte a memoire
pour  emettre  des  signaux  acoustiques  >>, or << smart card to emit  acoustic
signals >>.


French  patent  application  # 00 08072 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..."

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.


<PAGE>





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.

           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 Sun MicroSystems,  Inc., Bull, Gemplus,  Innovatron,  Proton,
Avtivecard,  Oberthur  Card Systems,  Philips  Electronics,  Mondex,  Microsoft,
Schlumberger,   Siemens,   DigiCash,.  We  compete  against  numerous,  smaller,
privately-held  companies  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.


<PAGE>



           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
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.


<PAGE>





Research and Development

           The Company continues to make investments in research and development
to continue to development of our smart card  technology.  Currently the dynamic
nature of the VocaliD(R)  smart card  technology  industry places large research
and  development  demands  on  businesses  that  desire to  remain  competitive.
Competing with larger firms with  substantially  greater capital  resources,  we
have devoted  significant  portions of available  resources to remain abreast of
industry  developments  and to offer  competitive  products and services.  As of
December  31,  2000,  our product  development  staff  consisted  of 6 employees
located in France.  Our total expenses for product  development,  deployment and
other  operating  expenses  during  1999  and  2000  were$459,340  and  $552,135
respectively.  We  anticipate  that  we  will  continue  to  commit  substantial
resources to product development in the future.

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 383,
Diablo Road,  Suite 100,  Danville,  CA 94526 and its telephone  number is (949)
831-0504.  European and Asian subsidiaries'  offices of Elva S.A, are located at
74,av   Edouard   Vaillant,   92100   Boulogne,    France,   telephone   number:
33-(0)1-41-31-66-77  and Elva Asia Pte Ltd  located  at 7500 A Beach  Road,  The
Plaza #14-306/307, Singapore 199 591, telephone number: (65) 299-36-67.

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.

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

           On October 5, 2000,  a majority  of 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 its par value.



<PAGE>




PART II

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

Market Information
<TABLE>
<S>                                <C>                 <C>
2001                               HIGH                LOW
-------                            -------             -----
March 31, 2001                      4.6406             0.875

2000                               HIGH                LOW
------                             ----                ---

December  31, 2000                  2.00               0.9375 * 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 1/8               3 7/8
September 30, 1999                 N/A                 N/A
June 30, 1999                      N/A                 N/A
March 31, 1999                     N/A                 N/A

1998                               HIGH                LOW
------                             ----                ---
December 31, 1998                  N/A                 N/A
September 30, 1998                 N/A                 N/A
June 30, 1998                      N/A                 N/A
March 31, 1998                     N/A                 N/A

1997                               HIGH                LOW
-----                              ----                ---
December 31, 1997                  N/A                 N/A
Inception to September 30, 1997    N/A                 N/A
</TABLE>


Shareholders

The  approximate  number of holders of record of common equity is 48 as of March
21, 2001.

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.





<PAGE>



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

12 Month Plan of Operations

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

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

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

           The Company  plans to seek out  strategic  alliances,  joint  venture
partners, and business partners with other high-technology firms in which shared
resources of such could provide enhanced shareholder value. The Company plans to
continually scan the environment for such partnering  opportunities.  Particular
attention  will  be  paid  to  the  possibilities  of  developing  international
corporate  strategic  alliances,  partnering  with  successful  U.S.  technology
start-ups, and finding merger and acquisition candidates or counter-parties with
firms operating in the U.S. and/or abroad.


           Results of Operations -For the Twelve Months Ending December 31, 1999
& 2000

           Financial Condition, Capital Resources and Liquidity

           For the twelve months  ending  December 31, 1999 and 2000 the Company
recorded revenues of $448,696 and $394,296 respectively. The decrease of $54,400
is  primarily  due to an increase in interest  expenses  and  decreases in other
income.  For the twelve months ending December 31, 1999 and 2000 the Company had
total salary expenses of $259,776 and $378,237 respectively.

           For the twelve months ending December 31, 1999 and 2000, the  Company
had, on a consolidated  unaudited basis, general and administrative  expenses of
$550,619 and $631,489, respectively. The


<PAGE>



increase  of  $80,870 is due  primarily  to a an  increase  in office and travel
expenses related to our expansion in Asia and operations in California.

           For the twelve months ending  December 31, 1999 and 2000, the Company
had on a consolidated unaudited basis total operating expenses of $1,390,890 and
$1,653,120 of which  approximately  $120,000 is  attributable  to an increase in
salary  expenses  while  $80,000 is  attributable  to  increases  in general and
administrative expenses by the Company.

Net Losses

           For the twelve months ending  December 31, 1999 and 2000, the Company
reported a net loss from operations  excluding currency  translation of $724,888
and  $1,138,080  respectively.  The  increase  in net  losses  of  approximately
$413,192  is the result of an  increase  in  general,  administrative  expenses,
salaries and a decrease in foreign currency  transactions and foreign income tax
credits.

           The  ability  of the  Company  to  continue  as a  going  concern  is
dependent  upon its  ability to obtain  clients who will  utilize the  Company's
VocaliD(R)  product and  whether  the Company can attract an adequate  number of
clients.  The  Company  believes  that in order to be able to expand its initial
operations in terms of sales and marketing, it must establish new offices in USA
and abroad, hire staff and acquire through purchase or lease computer and office
equipment to maintain  accurate  financial  accounting  and client data. In this
regard the Company  has  established  a new United  States  office in  Danville,
California near the silicon valley.  The Company is already  registered with the
Secretary  of  State  of  California  to do  business  and is  anticipating  the
penetration of the North American market from its Californian office.

           To implement such plan,  also during this initial phase,  the Company
intends to initiate a self- directed  private  placement under Rule 506 in order
to raise the funds required by its  development  among which the financial means
related to new staff, equipment and offices. Those needs are currently estimated
by the  management  staff.  The Company  expects to accomplish  its fund raising
objective before June 1, 2001. No underwriters  have been contacted and no known
investors have been  contacted  with respect to such fund raising.  In the event
such placement is successful,  the Company believes that it will have sufficient
operating  capital to meet the initial expansion goals and operating costs for a
period of one (1) year.

Employees

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

           At December 31, 2000, at ELVA had a total of 16 employees, of which 6
were employed in sales and marketing, 6 were employed in product development,  1
was employed in professional  services and customer  support,  1 was employed in
internal operations support,  and 2 were employed in administration and finance.
Our future performance depends in significant part upon the continued service of
our key  technical  and  management  personnel,  and our  continuing  ability to
attract and retain highly qualified and motivated  personnel in all areas of our
operations.  Competition for such personnel is intense.  We provide no assurance
that  we can  retain  key  managerial  and  technical  employees  or that we can
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.


<PAGE>




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

Research and Development Plans

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

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

Impact of the Year 2000 Issue

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


Item 7. Financial Statements

           The  Financial  Statements of ELVA required by Item 310 of Regulation
SB  commence  on page F-1 hereof in  response  to Part II,  Item 7. of this Form
10-KSB and are incorporated herein by this reference.


                          INDEX TO FINANCIAL STATEMENTS


Independent Auditor's Report. . . . . . . . . . . . . . . . . . . . . . . .  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
















<PAGE>



                          INDEPENDENT AUDITORS' REPORT



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

We have audited the accompanying consolidated balance sheets of Elva, Inc., (the
"Company")  as of December 31, 2000 and the related  consolidated  statements of
operations and comprehensive  income (loss),  stockholders'  equity (deficiency)
and  cash  flows  for the year  ended  December  31,  2000.  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  generally   accepted  auditing
standards.  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, 2000 and the results of their  operations  and their cash flows for
the year  ended  December  31,  2000,  in  conformity  with  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.

Palm Beach, Florida
March 15, 2001







                                       F-2

<PAGE>


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


                                                                                         2000                   1999
                                                                                ---------------------- ----------------------
<S>                                                                             <C>                    <C>
                                         ASSETS
CURRENT ASSETS
  Cash and equivalents                                                          $              300,071 $               97,476
  Accounts receivable                                                                           13,959                 55,958
  VAT tax receivable                                                                            54,998                 42,251
                                                                                ---------------------- ----------------------
          Total current assets                                                                 369,028                195,685
                                                                                ---------------------- ----------------------

PROPERTY AND EQUIPMENT
  Computers and equipment                                                                       95,281                 72,036

        Less accumulated depreciation                                                          (46,792)               (28,843)
                                                                                ---------------------- ----------------------

          Net property and equipment                                                            48,489                 43,193
                                                                                ---------------------- ----------------------

OTHER ASSETS
  Deposits and other assets                                                                     20,330                 16,134
  Income tax credit receivable                                                                 209,141                111,791
  Patent                                                                                       420,110                313,092

        Less accumulated amortization                                                          (61,364)               (43,931)
                                                                                ---------------------- ----------------------

          Net other assets                                                                     588,217                397,086
                                                                                ---------------------- ----------------------
Total Assets                                                                    $            1,005,734 $              635,964
                                                                                ====================== ======================

                   LIABILITIES AND STOCKHOLDERS' EQUITY ( DEFICIENCY)
CURRENT LIABILITIES
   Accounts payable                                                             $              136,337 $               46,006
   Accrued Expenses
       Trade                                                                                    61,541                 34,919
       Payroll taxes                                                                           149,232                126,644
   Current portion of long-term debt                                                                 0                  2,450
   Advances from shareholder                                                                    45,304                      0
   Conditional government subsidy                                                              108,956                 95,365
                                                                                ---------------------- ----------------------

          Total current liabilities                                                            501,370                305,384
                                                                                ---------------------- ----------------------

LONG-TERM DEBT
   Conditional government subsidy                                                              217,910                190,729
   Other long-term debt                                                                          8,512                  9,802
   Long-term debt - related party                                                                    0                509,341
                                                                                ---------------------- ----------------------

          Total long-term debt                                                                 226,422                709,872
                                                                                ---------------------- ----------------------
Total Liabilities                                                                              727,792              1,015,256
                                                                                ---------------------- ----------------------
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;
     27,010,000 and 21,500,000 issued and outstanding shares                                     2,701                  2,150
  Additional paid-in capital                                                                 2,623,164                828,401
  Accumulated comprehensive income(loss)                                                       (27,759)               (53,525)
  Deficit                                                                                   (2,320,164)            (1,156,318)
                                                                                ---------------------- ----------------------

          Total stockholders' equity (deficiency)                                              277,942               (379,292)
                                                                                ---------------------- ----------------------
Total Liabilities and Stockholders' Equity (Deficiency)                         $            1,005,734 $              635,964
                                                                                ====================== ======================
</TABLE>


     The accompanying notes are an integral part of the financial statements


                                       F-3

<PAGE>


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


                                                                              2000                          1999
                                                                    -------------------------     -------------------------
<S>                                                                 <C>                           <C>
REVENUES                                                            $                 394,296     $                 448,696
                                                                    -------------------------     -------------------------

OPERATING EXPENSES
    Salaries                                                                          378,237                       259,776
    Advertising                                                                        51,138                        63,228
    Royalty expense - related parties                                                       0                        24,363
    Depreciation and amortization                                                      40,121                        33,564
    General and administrative                                                        631,489                       550,619
    Research and development                                                          552,135                       459,340
                                                                    -------------------------     -------------------------

          Total operating expenses                                                  1,653,120                     1,390,890
                                                                    -------------------------     -------------------------

 Operating Loss                                                                    (1,258,824)                     (942,194)
                                                                    -------------------------     -------------------------

OTHER INCOME (EXPENSE):
    Interest income                                                                    11,322                           459
    Interest expense                                                                  (20,987)                      (14,586)
    Foreign currency transaction gain (loss)                                            2,089                        11,534
                                                                    -------------------------     -------------------------

          Total other income (expense)                                                 (7,576)                       (2,593)
                                                                    -------------------------     -------------------------

Net loss before tax credit and minority interest                                   (1,266,400)                     (944,787)

    Foreign income tax credit                                                         102,554                       220,939
    Minority interest in consolidated subsidiary income (loss)                              0                           136
                                                                    -------------------------     -------------------------

Net loss                                                                           (1,163,846)                     (723,712)

Other comprehensive income (loss):
    Foreign currency translation gain (loss)                                           25,766                        (1,176)
                                                                    -------------------------     -------------------------

Comprehensive loss                                                  $              (1,138,080)    $                (724,888)
                                                                    =========================     =========================

Net loss per common share                                           $                   (0.05)    $                   (0.03)
                                                                    =========================     =========================

Weighted average number of common shares outstanding                               24,807,796                    21,500,000
                                                                    =========================     =========================
</TABLE>


     The accompanying notes are an integral part of the financial statements


                                       F-4

<PAGE>


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





                                                                                        Accumulated                      Total
                                                                          Additional   Comprehensive                 Stockholders'
                                               Number of       Common       Paid-in       Income                         Equity
                                                 Shares         Stock       Capital       (Loss)         Deficit      (Deficiency)
                                               ------------ ----------- ------------- ---------------  ------------ ---------------
<S>                                            <C>          <C>         <C>           <C>              <C>          <C>
BEGINNING BALANCE,
December 31, 1997                                    26,336 $   511,317 $      49,236 $       (49,828) $   (201,561)$     309,164

Year ended December 31, 1998:

   12/98 - Reverse merger                        18,033,664    (509,511)      574,959               0             0       (65,448)
   12/98 - Stock issued to settle debt            3,440,000         344       204,206               0             0       204,550
   Other comprehensive income (loss)                      0           0             0          (2,521)            0        (2,521)
   Net loss                                               0           0             0               0      (231,045)     (231,045)
                                               ------------ ----------- ------------- ---------------  ------------ -------------

BALANCE, December 31, 1998                       21,500,000       2,150       828,401         (52,349)     (432,606)      345,596

Year ended December 31, 1999:

   Other comprehensive income (loss)                      0           0             0          (1,176)            0        (1,176)
   Net loss                                               0           0             0               0      (723,712)     (723,712)
                                               ------------ ----------- ------------- ---------------  ------------ -------------

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

Year ended December 31, 2000:

   Conversion of debt of subsidiary for stock     1,720,000         172       557,305               0             0       557,477
   Shares issued for cash                         3,790,000         379     1,237,500               0             0     1,237,879
   Other comprehensive income (loss)                      0           0             0          25,766             0        25,766
   Net loss                                               0           0             0               0    (1,163,846)   (1,163,846)
                                               ------------ ----------- ------------- ---------------  ------------ -------------

ENDING BALANCE, December 31, 2000                 5,510,000 $     2,701 $   2,623,206 $       (27,759) $ (2,320,164)$     277,984
                                               ============ =========== ============= ===============  ============ =============
</TABLE>






     The accompanying notes are an integral part of the financial statements


                                       F-5

<PAGE>


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


                                                                                      2000                      1999
                                                                              ---------------------     --------------------
<S>                                                                           <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                      $          (1,163,846)    $           (723,712)
Adjustments to reconcile net loss to net cash used by operating activities:
     Minority interest in consolidated subsidiary income                                          0                     (136)
     Depreciation                                                                            19,648                   16,219
     Amortization                                                                            20,473                   16,396
Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                                              37,503                   (4,192)
     (Increase) decrease in VAT receivable                                                  (15,710)                  76,718
     (Increase) decrease in deposits and other assets                                        (5,368)                  (7,088)
     (Increase) decrease in income tax credit receivable                                   (104,572)                (118,553)
     Increase (decrease) in accounts payable                                                 92,821                  (19,910)
     Increase (decrease) accrued expense - trade                                             28,914                   15,902
     Increase (decrease) payroll taxes                                                       28,598                   88,116
                                                                              ---------------------     --------------------

Net cash  provided (used) by operating activities                                        (1,061,539)                (660,240)
                                                                              ---------------------     --------------------

CASH FLOW FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                                     (28,313)                 (52,499)
     (Increase expenditure) application patent                                             (128,773)                 (13,351)
                                                                              ---------------------     --------------------

Net cash provided (used) by investing activities                                           (157,086)                 (65,850)
                                                                              ---------------------     --------------------

CASH FLOW FROM FINANCING ACTIVITIES:
     Shareholder advances                                                                    44,067                        0
                                                                                             ======
     Shareholder advance repayments                                                               0                  (10,559)
     Receipt of conditional government subsidy                                               61,278                   29,235
     Proceeds of  long term debt - related party                                            189,402                  540,150
     Debt payments                                                                          (93,706)                  (3,248)
     Issuance of common stock for cash                                                    1,237,879                        0
                                                                              ---------------------     --------------------

Net cash provided by financing activities                                                 1,438,920                  555,578
                                                                              ---------------------     --------------------

Effect of exchange rates on cash                                                            (17,700)                 (25,616)
                                                                              ---------------------     --------------------

Net increase (decrease) in cash and equivalents                                             202,595                 (196,128)

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

CASH and equivalents, end of period                                           $             300,071     $             97,476
                                                                              =====================     ====================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid in cash                                                         $              20,987     $             14,586
                                                                              =====================     ====================

Non-Cash Financing Activities:
  Common stock issued to settle long-term debt of subsidiary                  $             557,477     $                  0
                                                                              =====================     ====================
</TABLE>




     The accompanying notes are an integral part of the financial statements


                                       F-6

<PAGE>



                                   Elva, Inc.
                   Notes to Consolidated Financial Statements


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

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

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

          c) Principles of consolidation The consolidated  financial  statements
          include the accounts of Elva, Inc. and its wholly owned  subsidiaries.
          Inter-company  balances and  transactions  have been  eliminated.  The
          historical  financial  statements of ELVA, SA have been  presented for
          the period prior to the reverse merger.

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

          e) Property and  equipment  All property and equipment are recorded at
          cost and  depreciated  over their  estimated  useful lives,  using the
          straight-line  method. Upon sale or retirement,  the costs and related
          accumulated   depreciation   are  eliminated  from  their   respective
          accounts, and the resulting gain or loss is included in the results of
          operations.  Repairs and maintenance charges which do not increase the
          useful  lives of the assets are  charged to  operations  as  incurred.
          Depreciation  expense  was  $19,648  and  $16,219  for the years ended
          December 31, 2000 and 1999, respectively.

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

          g) Patents The Company acquired two French patents,  Nos. 95-15735 and
          96-01872, from the founders of ELVA, SA. The Company is amortizing the
          cost of these patents over the remaining life of the patents.  Patents
          in France  have a 20 year life.  Amortization  expense was $20,473 and
          $10,866 for the years ended December 31, 2000 and 1999, respectively.



                                       F-7

<PAGE>



                                   Elva, Inc.
                   Notes to Consolidated Financial Statements


(1) Summary of Significant Accounting Principles (Continued)
          h) Revenue  recognition  The Company's sole source of revenue has been
          from licensing its patented  technology.  The Company  records revenue
          when earned  under its  licensing  agreement.  The Company  intends to
          license its technology to others as well. The Company is also actively
          negotiating with other companies to manufacture the VOCALID cards on a
          subcontract basis. The Company believes that it would be prohibitively
          expensive for it to establish its own manufacturing  facilities and to
          do so would  distract it from its  efforts at getting  its  technology
          accepted as the world standard.

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

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

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

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

(2)  Stockholders' Equity     The  Company  has  authorized 50,000,000 shares of
          $0.0001 par value  common stock and  10,000,000  shares of $0.0001 par
          value  preferred  stock.  Rights and privileges of the preferred stock
          are to be determined by the Board of Directors prior to issuance.  The
          Company has 21,500,000,  shares of common stock issued and outstanding
          at December 31, 2000 and September 30, 1999.

          In September 1997, the Company issued  9,000,000 shares to its founder
          for services  rendered to the Company valued at $9,000. In April 1998,
          the Company  completed a Regulation D Rule 504 Placement for 1,757,376
          shares in  exchange  for  $17,574  cash.  In April  1998,  a  majority
          shareholder  donated  9,000,000 shares of common stock to the Company.
          In June 1998, 9,000,000 shares were issued for $32,500 in cash. During
          the third  quarter of 1998,  the Company  issued  2,700,000  shares of
          common stock for $54,000 in cash. In December 1998,  9,557,376  shares
          were  donated to the Company.  In December  1998,  the Company  issued
          14,160,000   shares  for  26,326  of  the  26,336  shares  issued  and
          outstanding  of  ELVA,  SA,  a French  corporation.  Additionally,  in
          conjunction with this acquisition, the Company issued 3,440,000 shares
          to a third party in  settlement of a $204,550 loan the third party had
          made to ELVA, SA. As the common stock of the Company was not listed at
          the date of acquisition,  the fair value of the stock issued to settle
          this debt was not determinable and the Company elected to use the loan
          amount outstanding to value this transaction.


                                       F-8

<PAGE>



                                   Elva, Inc.
                   Notes to Consolidated Financial Statements


(2)  Stockholders' Equity (Continued)   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.

(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  $2,320,000,
          which expire  $68,000 on December  31, 2011,  $132,000 on December 31,
          2117, $232,000 on December 31, 2118, $724,000 on December 31, 2119 and
          $1,164,000 on December 31, 2020.

          The amount recorded as a deferred tax asset, cumulative as of December
          31,  2000  and  1999,   is   approximately   $928,000  and   $462,000,
          respectively,  which represents the amount of tax benefits of the loss
          carry-forwards.  The Company has established a valuation allowance for
          this deferred tax asset of $928,000,  as the Company has no history of
          profitable operations.

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


Net operating losses            $      3,320,000
Valuation allowance                   (3,320,000)
                                ----------------
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, 2000,  1999 and 1998. The credits are applied
          for on the Company's  annual  income tax return in mid-1999,  2000 and
          2001. The amounts applied for were  approximately  $104,500,  $94,800,
          $15,300 and $94,400 for 2000,  1999, 1998 and 1997,  respectively.  In
          the 4th quarter of 1999 and 2000,  ELVA, SA was notified by the French
          government  of the  approval  of the  application  for 1997 and  1998,
          respectively,  and that payment by the government  would occur in late
          2000 and 2001.  The Company sold the 1997  receivable to its bank on a
          non-recourse  basis, in exchange for cash in the amount of $94,400. It
          is now  expected  that the  government  will approve the 1999 and 2000
          credits.  They are  expected to be paid $15,300 in 2001 and $94,800 in
          2002.  The Company  expects to sell these  receivables  to its bank in
          March 2001 under the same terms and conditions as the 1997 credit.  In
          1996,  ELVA,  SA  entered  its  technology  in  an  annual  technology
          competition.  This  competition  is  administered  by ANVAR,  a French
          quasi-governmental agency established to reward technology advances by
          French  commercial  enterprises.  Elva received one of the awards from
          ANVAR  for  its  technology.   The  Company  believes,  based  on  the
          foregoing,  that it is more  likely  than not that  the  Company  will
          receive  these ongoing tax credits from the French  government.  These
          credits  reduce  the  income tax  benefit  of its net  operating  loss
          carry-forwards for the French subsidiary on a one for one basis.

(4)  Going  Concern    As  shown  in  the  accompanying  consolidated  financial
          statements,  the Company  incurred net losses totaling  $1,164,000 and
          $724,000 for the years ended  December 31, 2000 and 1999, and reflects
          stockholders'  equity of  approximately  $278,000 as of  December  31,
          2000. These conditions  raise  substantial  doubt as to the ability of
          the Company to continue as a going concern. The ability of the Company
          to continue as a going concern is dependent upon increasing  sales and
          obtaining additional capital and financing. The Company has


                                       F-9

<PAGE>


                                   Elva, Inc.
                   Notes to Consolidated Financial Statements


(4)  Going Concern (Continued)     retained  a registered broker/dealer to raise
          additional  funds for the Company in an amount up to  $5,000,000.  The
          financial  statements  do not  include any  adjustments  that might be
          necessary if the Company is unable to continue as a going concern.

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

          (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,  March and
          July 2000,  ELVA received  additional  traunches of this loan from the
          now related party, in the total amount of approximately  $650,000.  In
          July 2000,  the Company  entered into an agreement  with the holder of
          its  related  party  long-term  debt to exchange  1,720,000  shares of
          common stock for $557,477 of the existing long-term debt, and paid off
          the remaining  balance of  approximately  $90,000 in cash. The Company
          also received a $16,000  conditional  loan from an unrelated  company,
          under  which the  Company  would not be liable  for  repayment  if the
          Company  hired at least one  former  technical  employee  of the other
          company.  The Company  has not done so and is repaying  this loan at a
          rate of $3,000 per year.  The  repayment  schedule is per the original
          agreement.

(6)  Commitments    The Company is committed under two operating leases, one for
          its office space and the other for an automobile. Under the automobile
          lease the Company is  obligated to pay  approximately  $4,000 in 2000.
          The  Company is  obligated  under the lease for its  office  space for
          payments of $33,000 and  $16,600 in 2000 and 2001,  respectively.  The
          Company  can, at its option,  elect to extend this lease for up to two
          additional  three-year periods. The Company leases its office space in
          Danville,  California  and Singapore on a  month-to-month  basis.  The
          Company's rent expense was  approximately  $55,500 and $62,250 for the
          years ended December 31, 2000 and 1999 respectively.

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

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

<TABLE>
<S>                              <C>             <C>          <C>          <C>
               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
</TABLE>


<PAGE>


                                   Elva, Inc.
                   Notes to Consolidated Financial Statements


(9)  Conditional  Government  Subsidies    The  Company  has  received   several
          government  grants which are  conditional as to repayment.  The grants
          are to be applied as reductions of salaries and employment  taxes paid
          to new  employees.  They are  intended  by the  government  to  induce
          increases in employment,  as France has experienced high  unemployment
          over the last few  years.  To date  the  Company  has been  increasing
          employment  and  applying  accumulated  grants  as  offsets  to salary
          expense  and at  present  is not yet  obligated  to repay any of these
          grants.  The Company does not expect to have to repay any of the grant
          amounts.  These grants,  if required to be repaid,  do not require the
          payment of interest.  The term for adding the required employees under
          these grants is three years.  The Company has amortized  approximately
          $3,700 and $15,500 of the grants  against salary expense for the years
          ending December 31, 2000 and 1999, respectively.

(10) Subsequent Events On March 2, 2001,   the Company  changed its name to Elva
          International, Inc.






                                      F-11






<PAGE>



Item 8. Changes in and Disagreements with Accountants.

           Because the Company has been generally  inactive since its inception,
it has not had independent  accountants until the retention of Durland& Company,
CPAs,  P.A.,  Palm  Beach,  Florida . There has been no change in the  Company's
independent accountant during the period commencing with the Company's retention
of The Durland & Company, CPAs, P.A. through the date hereof.

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
-------------      ------         -----------------
Lionel Rotcage       52           President & Chairman
Cedric Colnot        38           Vice President of Technology
Patrick Misko        41           Vice President of Finance
Serge  Parienti      38           Vice president of Marketing

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") 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,  Mr.  Colnot,  Mr. Misko , Serge
Parienti,  Meadlight  TMO  and  Olex  Financial  comprise  all of the  Company's
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 31,2000 up to
the first quarter ended March 31, 2001.






<PAGE>


Business Experience

Officers and Directors

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

Lionel  Rotcage:  President  and  Chairman  of the  Board of  Directors  of ELVA
INTERNATIONAL, INC.

Mr.  Rotcage  began  his  career  as a  journalist  at the age of 17 in 1965 and
established  a highly  respected  reputation  as a  publisher,  TV producer  and
consultant in both the financial and entertainment industries. After moving from
France and relocating to the Bahamas in 1996 Mr. Rotcage formed Parrot, Inc. and
Daph'n Dada Ltd.; he is the President of both companies. One of his many diverse
private  interests  includes  the  investment  in  hotels.  In March of 2001 Mr.
Rotcage  was  appointed  President  and  Chairman  of  the  Company's  Board  of
Directors.

Cedric Colnot: Vice President of Technology and Director for ELVA INTERNATIONAL,
INC. and Managing Director of ELVA, SA

Graduate of the EFREI high school and of a microelectronics  University,  he has
spent  4  years  working  for   INNOVATRON  as  a  specialist  in  security  and
microelectronics  projects.  He also registered 4 patents for this company. Then
he joined  NEWTEK,  a  semiconductors  distributor  as  international  suppliers
manager.  His previous  function was Director of Research and Development in the
smart  card  field.   Experienced   in  the  areas  of  smart  cards  and  vocal
identification,  he has  achieved  a  merge  of  these  technologies  to  design
VocaliD(R).  In March  2001 Mr  Colnot  voluntarily  resigned  his  position  as
President and was appointed the Vice President of Technology of the Company.

Patrick  Misko:  Vice-President  of  Finance  for  ELVA  INTERNATIONAL,  INC.and
Director, and President 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
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.





<PAGE>



Item 10. Executive Compensation

           At such time, it is expected that the Board of Directors will approve
the payment of salaries in a reasonable  amount to its officer for his services.
At such time, the Board of Directors may, in its discretion, approve the payment
of additional cash or non-cash compensation for services to the Company.

           The  Company  does  not  provide   officers   with   pension,   stock
appreciation rights, long-term incentive or other plans but has the intention of
implementing such plans in the future.

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.

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 March 21,  2001,  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.

<TABLE>
<S>                     <C>                                     <C>                    <C>
                                                                      (1)                (1)
Title of Class          Name and Address                        Amount and Nature      Percent of
                        of Beneficial Owner                     of Beneficial Owner      Class
--------------------------------------------------------------------------------------------------
Common Stock            Cedric Colnot(1)                         11,003,086              20.37%
                        17 rue Jean-Jacques Rousseau
                        94200 Ivry sur Seine, FRANCE
--------------------------------------------------------------------------------------------------
Common Stock            Patrick Misko(1)                          7,644,146              14.15%
                        538 avenue de l'Hautil
                        78955 Carrieres sous Poissy, FRANCE

--------------------------------------------------------------------------------------------------
Common Stock            Serge Parienti(1)                         2,530,000               4.68%
                        74, Avenue Edouard Vaillant
                        92100 BOULOGNE BILLANCOURT
                        FRANCE
--------------------------------------------------------------------------------------------------
All Executive Officers, Directors                                21,177,232              39.20%
as a group.
</TABLE>





<PAGE>


<TABLE>
<S>                           <C>                              <C>                    <C>
Certain Beneficial Owners
-------------------------------------------------------------------------------------------------
                                                                     (1)                (1)
Title of Class                Name and Address                 Amount and Nature     Percent of
                              of Beneficial Owner              of Beneficial Owner     Class
-------------------------------------------------------------------------------------------------
Common Stock                  Meadlight TMO(1)                    6,880,000            12.74%
                              23/25, avenue Mac Mahon
                              75017 Paris
-------------------------------------------------------------------------------------------------
Common Stock                  Olex Financial, Ltd.(1)             6,980,000            12.92%
                              VANTERPOOL PLAZA
                              ROAD TOWN
                              TORTOL, FRANCE
-------------------------------------------------------------------------------------------------
                                                                 13,860,000           25.66%
</TABLE>

(1) Based  upon  54,020,000  shares of the  Company's  Common  Stock  issued and
outstanding as of March 21, 2001.


Item 12. Certain Relationships and Related Transactions

          At the  current  time,  the  Company  has no  provision  to issue  any
additional securities to management, promoters or their respective affiliates or
associates.  At such time as the Board of  Directors  adopts an  employee  stock
option or pension  plan,  any  issuance  would be in  accordance  with the terms
thereof and proper  approval.  Although  the Company has a very large  amount of
authorized  but unissued  Common Stock and  Preferred  Stock which may be issued
without further  shareholder  approval or notice, the Company intends to reserve
such  stock  for the Rule 506  offerings  contemplated  to  implement  continued
expansion,  for acquisitions and for properly approved employee  compensation at
such time as such plan is adopted.

          In  conjunction  with the  acquisition  by the Company of ELVA,SA,  it
assumed  responsibility for repayment of a loan to a third party, Meadlight TMO,
a French company. A condition of the above acquisition  entailed the issuance of
3,440,000  shares of the  Company's  shares of common stock in  settlement  of a
$204,550 loan made to ELVA,SA. In March, May and September 1999, ELVA, SA, now a
subsidiary of the Company,  received additional  traunches of this loan from the
now related party in the total amount of approximately  $650,000 US dollars.  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.




<PAGE>



Part III

<TABLE>
<S>            <C>    <C>    <C>    <C>    <C>    <C>
Item 1.        Index to Exhibits
---------      -----------------------
3(i).1         Articles of Incorporation of ELVA INTERNATIONAL, INC. f/k/a/ ELVA, INC.
               effective August 15, 1997(1)

3(i).2         Amended Articles of Incorporation of ELVA INTERNATIONAL, INC. f/k/a/
               ELVA, INC., filed January 29, 1999.(1)

3(i).3     *   Amended Articles of Incorporation of ELVA INTERNATIONAL,INC. f/k/a/ ELVA,
               INC., filed November, 2000.

3(i).4     *   Amended Articles of Incorporation of ELVA INTERNATIONAL,INC. f/k/a/ ELVA,
               INC., filed March, 2001.

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

3(ii).1        Bylaws of ELVA INTERNATIONAL, INC. f/k/a/ ELVA, INC.(1)

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

10.2       *   Lease Agreement for California.

10.3       *   Lease Agreement for Asian office for ELVA ASIA PTE LTD
--------------------------------------------
</TABLE>
(1)  Incorporated herein by reference to the Company's Registration Statement on
     Form 10-SB.

*          Filed herewith

     (b) No Reports on Form 8-K were filed during the quarter ended December 31,
2000.





<PAGE>




                                   SIGNATURES
                            ------------------------

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

                                   ELVA, INC.
                                  (Registrant)



Date:      April 16, 2001        /s/ Lionel Rotcage
                                 ------------------------------------
                                 Lionel Rotcage, President & Chairman

                                 /s/Serge Parienti
Date:      April 16, 2001        ------------------------------------
                                 Serge Parienti, Secretary

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/ Cedric Colnot
   ----------------------         Vice-President & Director     April 16, 2001
   Cedric Colnot


By: /s/ Patrick Misko             Vice-President & Director     April 16, 2001
   -----------------------
    Patrick Misko


By: /s/ Serge Parienti            Vice-President & Director     April 16, 2001
   ------------------------
   Serge Parienti