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

                                   Form 10-KSB
                                   AMENDMENT 1

(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, 2000

[_]  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


<PAGE>



Securities  Act of 1933,  as amended (the "Act"),  and Rule 504 of  Regulation D
promulgated  thereunder ("Rule 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


<PAGE>



immediately  upon the closing of the  agreement.  A new Board of  Directors  was
appointed,  new  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. In conjunction with the increase in
the authorized  shares,  the Company issued 27,010,000 shares of common stock to
effect a two for one forward split.

     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  or  computer,  anytime and  anywhere,  with
maximum security.  This system,  based on VocaliD(R) smart card, is described as
the Company's "butterfly scheme."

     VocaliD(R)is a new  technology  that marries the security of the smart card
technology with


<PAGE>



telecommunications  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.

     The  Company's  goal is to make its  VocaliD  technology  an  International
standard in the area of secure  transactions  including  e-commerce issues. This
belief 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  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 residing in
the  audio  transmission  cryptograms  through  telephone  sets  and a  computer
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 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..  VocaliD(R) will be, in a first
step, introduced to the following sectors :

*    Banking
*    Retail
*    Internet
*    Telecommunications

     Beginning  in 2002,  VocaliD(R)  smart  card will  provide a wide  range of
applications  using  smart card  readers  for  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,  even if they do
not have magnetic stripe or chip readers.

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

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



<PAGE>



     The first family of  VocaliD(R)  software  will be  integrated  in personal
computers and servers for e-commerce  applications  based on VocaliD's  acoustic
interface.  This software are called "AXS" 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. This software is being  currently  enhanced,
conceived  and  developed  and  represents  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 this 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 or 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.  Each sequence is not reusable as 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,  telephones and computer microphones are the
natural readers of VocaliD(R) smart card.


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

     There is 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 the codes are that the
card sends.

     The same level of security is available everywhere,  using any terminal: an
"acoustic  vehicle",  also  generated  by the card,  carries  the pseudo  random
authentication  sequences.  The transmission of the latter is then possible from
any telephone or computer 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  efforts  of smart  card  developers  to market  their  products
     worldwide
o    Evolution of 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 access method
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 multi applications.


Smart Card Market Trends


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



<PAGE>



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 the high cost of a
shift to a new  infrastructure.  To justify this shift, smart cards will have to
integrate more than one service to make them truely profitable.

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.





<PAGE>


     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 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 which is 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: "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.

     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  or  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.  This 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.




<PAGE>



     This 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 being user friendly.

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

     The Company believes widespread acceptance and use of VocaliD(R) smart card
technology  will occur  following  the  transition  from a 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 for a
rapidly changing industry.

COMPETITIVE ADVANTAGES

     The Company believes its exclusive acoustic interface to be unique in terms
of its ability to be universally  read. While a traditional  smart card requires
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 existing smart card process with
standard industrial equipment.  Moreover,  other acoustic authentication devices
cannot be used in magnetic stripe or chip readers,  which means that they cannot
become  universal.  The  Company  believes  that its  VocaliD(R)  allows for the
merging  of  e-   commerce   with  real  world   commerce  in  terms  of  secure
authentication and global marketing while being cost effective, widely available
and easily 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 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


<PAGE>



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  Systems
standards and recommended  configurations when developing our products for those
operating SYSTEMS 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

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

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

Communication

         PR
         Web Site Internet / online advertising campaigns
         Direct Marketing
         Exhibitions

VocaliD demo platforms through strategic partnerships

         Continuous enhancement of VocaliD technology



<PAGE>



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

     Establishing VocaliD as an International standard

Segmentation

     Same as phase 1 plus Healthcare,  Cities and other  government  enities 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.


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.



<PAGE>



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.

     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 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

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

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



<PAGE>



     The banking  sector is the second  largest  market for smart  cards,  after
mobile phone; it comes to 110,000 units today in Europe and should triple within
five years,  according to IDC. In addition , 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 through 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.

     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 contact a 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 other government entities for transportation,  ID, entertainment
applications.



<PAGE>



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

     VocaliD philosophy mainly consists of 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 their medical files allow an efficient medical intervention.
VocaliD(R) is the only ISO smart card enabling a universal secure authentication
of the patient anywhere anytime, be it by telephone, over the internet, at home,
on the street or at the hospital, in the card holder's country or abroad.

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




<PAGE>



VocaliD market segmentation

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

                                                       Retail
                                                       *     Private payment
                                                       *     Access control / Loyalty


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

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

LICENSE AGREEMENTS AND INTELLECTUAL  PROPERTY RIGHTS

We regard our  technology  as  proprietary  and expect to license  our  products
(hardware and software)  generally under written license agreements  executed by
licensees.

We have registered several patents with additional patent applications pending.

Patents : ELVA holds 4 French  patents  and 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  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"




<PAGE>



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
secrets  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 secrets law to protect its intellectual
property.  There can be no assurance,  however,  that any intellectual  property
protection or trade secrets 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 and  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.

     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
companies  to enter US market,  for  instance  (which they could not do so far),
thanks to an online/readerless positioning.


<PAGE>



     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 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.

<TABLE>
<S>                                <C>            <C>
Market Information
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
Shareholders
</TABLE>

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.

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


<PAGE>



ventures. We will also further refine our current VocaliD(R) Smart Card Web site
to make it a more  complete  one stop  information  source to the  industry  and
future clients.

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

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

     The Company plans to seek out strategic alliances,  joint venture partners,
and business partners with other high-technology firms in which shared resources
could provide enhanced  shareholder value. The Company plans to continually scan
the environment for such partnering opportunities.  Particular attention will be
paid  to the  possibilities  of  developing  international  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  basis,  general and  administrative  expenses of $550,619 and
$631,489,  respectively.  The  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  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.


<PAGE>



Net Losses

     For the twelve  months  ending  December  31,  1999 and 2000,  the  Company
reported a net loss from operations  excluding  foreign 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 the 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
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 California 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..  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  employees 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,  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.

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




<PAGE>



Research and Development Plans

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

     Other  investments  related  to the  manufacturing  process  are 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












                                       F-1

<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
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                               49,615,592                    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.

     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 four 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.



                                       37

<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.



                                       38

<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>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                                                       (1)                  (1)
Title of Class            Name and Address                       Amount and Nature      Percent of
                          of Beneficial Owner                   of Beneficial Owner        Class
---------------------------------------------------------------------------------------------------
<S>                       <C>                                        <C>                   <C>
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>

                                       39

<PAGE>


<TABLE>
<CAPTION>
Certain Beneficial Owners
----------------------------------------------------------------------------------------------
                                                                  (1)                 (1)
Title of Class            Name and Address                   Amount and Nature     Percent of
                          of Beneficial Owner                of Beneficial Owner      Class
----------------------------------------------------------------------------------------------
<S>                       <C>                                     <C>                 <C>
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.



                                       40

<PAGE>



Part III

<TABLE>
<S>               <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.




                                       41

<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:    May 16,  2001        /s/ Lionel Rotcage
                            ---------------------------------------
                            Lionel Rotcage, President & Chairman


Date:    May 16, 2001         /s/ Serge Parienti
                            ---------------------------------------
                            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/ Lionel Rotcage
                    -------------------------     President & Chairman
May 16, 2001        Lionel Rotcage

                    By: /s/ Cedric Colnot
                    -------------------------     Vice-President & Director
May 16, 2001        Cedric Colnot

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

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



                                       42

<PAGE>