10-Q 1 elva-10q_03312001.txt QUARTERLY REPORT U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: March 31, 2001 Commission file no.: 29201 ELVA INTERNATIONAL, INC. ------------------------------------------------------------ (Name of Small Business Issuer in its Charter) Florida 65-0790761 ------------------------------------ ----------------------- (State or other jurisdiction of (I.R.S.Employer incorporation or organization) Identification No.) 383 Diablo Road, Suite 100 Danville, CA 94526 ------------------------------------------ ----------------------- (Address of principal executive offices) (Zip Code) Issuer's telephone number: (925) 831-0504 Securities registered under Section 12(b) of the Act: Title of each class Name of each exchange on which registered None None ----------------------------------- ----------------------------- Securities registered under Section 12(g) of the Act: Common Stock, $.0001 par value per share -------------------------------------------------------- (Title of class) Copies of Communications Sent to: Donald F. Mintmire Mintmire & Associates 265 Sunrise Avenue, Suite 204 Palm Beach, FL 33480 Tel: (561) 832-5696 - Fax: (561) 659-5371 Indicate by Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- ---- As of March 31, 2001, there are 54,020,000 shares of voting stock of the registrant issued and outstanding. PART I Item 1. Financial Statements INDEX TO FINANCIAL STATEMENTS Consolidated Balance Sheets..................................................F-2 Consolidated Statements of Operations and Comprehensive Income (Loss)........F-3 Consolidated Statements of Stockholders' Equity (Deficiency).................F-4 Consolidated Statements of Cash Flows........................................F-5 Notes to Consolidated Financial Statements...................................F-6 F-1

The accompanying notes are an integral part of the financial statements F-2

The accompanying notes are an integral part of the financial statements F-3

The accompanying notes are an integral part of the financial statements F-4

The accompanying notes are an integral part of the financial statements F-5 Elva International, Inc. Notes to Consolidated Financial Statements (Information with respect to the three months ended March 31, 2001 and 2000 is unaudited) (1) Summary of Significant Accounting Principles TheCompany Elva, Inc., (the "Company"), is a Florida chartered corporation which conducts business from its offices in West Palm Beach, Florida, Los Angeles, California, Paris, France and Singapore. The Company was incorporated on August 15, 1997 as Computer Research Technologies, Inc., and changed its name to Elva, Inc. on January 25, 1999, and to Elva International, Inc. on March 2, 2001. Prior to the acquisition of ELVA, SA, the Company was principally seeking financing to allow it to begin its planned operations. The Company is principally involved in the smart card technology industry through its French subsidiary, ELVA, SA. The following summarize the more significant accounting and reporting policies and practices of the Company: a) Use of estimates In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the year then ended. Actual results may differ significantly from those estimates. b) Significant acquisition In December 1998, Elva, Inc. issued 14,160,000 shares of common stock to acquire substantially all the issued and outstanding shares of the common stock of ELVA, SA, a French corporation, in a reverse merger, which was accounted for as a reorganization of ELVA, SA. There remains a four-tenths of one percent minority interest in ELVA, SA, which is owned by two of the major stockholders of Elva, Inc. as a result of this acquisition. This minority interest is required under French corporate law. As a result of this reverse merger, the former stockholders of ELVA, SA now control Elva, Inc. Prior to this reverse merger, Elva, Inc. had nominal assets and liabilities. Elva, Inc. accounted for the reverse merger as an issuance of stock for the net monetary assets of Elva, Inc. or, in this case, as a capitalization of the accumulated deficit of Elva, Inc. to the date of the merger. c) Principles of consolidation The consolidated financial statements include the accounts of Elva, Inc. and its wholly owned 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 $7,990 and $4,018 for the three months ended March 31, 2001 and 2000, respectively. f) Cash and equivalents The company considers investments with an initial maturity of three months or less as cash equivalents. g) Patents The Company acquired two French patents, Nos. 95-15735 and 96-01872, from the founders of ELVA, SA. The Company is amortizing the cost of these patents over the remaining life of the patents. Patents in France have a 20 year life. Amortization expense was $5,502 and $5,311 for the three months ended March 31, 2001 and 2000, respectively. F-6 Elva International, Inc. Notes to Consolidated Financial Statements (1) Summary of Significant Accounting Principles (Continued) h) Revenue recognition The Company's sole source of revenue has been from licensing its patented technology. The Company records revenue when earned under its licensing agreement. The Company intends to license its technology to others as well, rather than to manufacture the VOCALID cards for sale. The Company believes that it would be prohibitively expensive for it to establish its own manufacturing facilities and to do so would distract it from its efforts at getting its technology accepted as the world standard. The Company is negotiating with an independent third party to manufacture the cards and the Company will either sell them directly or through a distributor network. i) Foreign currency transaction and translation gains(losses) The principal operating entity of the Company is its subsidiary, ELVA, SA, which is located in France. The Company opened a sales office in Los Angeles, California in April 2000. The functional currency of ELVA, SA, as well as on a consolidated basis, is the French Franc, (FF). ELVA, SA has only one customer which is located in the US. ELVA, SA bills this customer in FF and is paid in US Dollars, (USD). ELVA, SA records a transaction gain or loss at the time of receipt of payment consisting of the difference between the amount of FF billed and the amount of FF the USD payment is converted into. On a consolidated basis the Company's reporting currency is the US Dollar. The Company translated the income statement items using the average exchange rate for the period and balance sheet items using the end of period exchange rate, except for equity items, which are translated at historical rates, in accordance with SFAS 52. j) Research & development Research & development expenses are expensed in the period incurred. k) Software development costs The software developed by the Company is used exclusively by licensors of the Company's technology. As such, the Company is not selling the software. Costs incurred in developing the software have been expensed in the period in which incurred. l) VAT tax receivable In France, as in many other countries, the government charges a Value Added Tax, (VAT), that is similar in nature to sales tax in the US. There are three major differences. First is that VAT is charged at each point of sale. Second is that there are no exemptions from the collection of VAT. Finally, each company files a VAT return with the government monthly reflecting the gross VAT collected and VAT paid. If the VAT paid is greater than the amount collected, the Company receives a refund from the government approximately five months later. m) Interim financial information The financial statements for the three months ended March 31, 2001 and 2000 are unaudited and include all adjustments which in the opinion of management are necessary for fair presentation, and such adjustments are of a normal and recurring nature. The results for the three months are not indicative of a full year results. (2) Stockholders' Equity The Company has authorized 50,000,000 shares of $0.0001 par value common stock and 10,000,000 shares of $0.0001 par value preferred stock. Rights and privileges of the preferred stock are to be determined by the Board of Directors prior to issuance. The Company has 21,500,000, shares of common stock issued and outstanding at December 31, 1998 and September 30, 1999. In September 1997, the Company issued 9,000,000 shares to its founder for services rendered to the Company valued at $9,000. In April 1998, the Company completed a Regulation D Rule 504 Placement for 1,757,376 shares in exchange for $17,574 cash. In April 1998, a majority shareholder donated 9,000,000 shares of common stock to the Company. In June 1998, 9,000,000 shares were issued for $32,500 in cash. During the third quarter of 1998, the Company issued 2,700,000 shares of common stock for $54,000 in cash. In December 1998, 9,557,376 shares were donated to the Company. In December 1998, the Company issued F-7 Elva International, Inc. Notes to Consolidated Financial Statements (2) Stockholders' Equity (Continued) 14,160,000 shares for 26,326 of the 26,336 shares issued and outstanding of ELVA, SA, a French corporation. Additionally, in conjunction with this acquisition, the Company issued 3,440,000 shares to a third party in settlement of a $204,550 loan the third party had made to ELVA, SA. As the common stock of the Company was not listed at the date of acquisition, the fair value of the stock issued to settle this debt was not determinable and the Company elected to use the loan amount outstanding to value this transaction. In July 2000, the Company sold 3,490,000 shares of common stock to a British Virgin Islands investment company in exchange for $1,139,893 in cash. In July 2000, the Company sold 300,000 shares of common stock to an individual in exchange for $97,985 in cash. In July 2000, the Company agreed to exchange 1,720,000 shares of common stock for $557,477 of existing long-term debt. All three of these transactions were concluded at $0.3266 per share. On October 5, 2000, the stockholders of the Company voted to increase the number of authorized shares of common stock from 50,000,000 to 100,000,000 with no change in par value. In conjunction with the increase in the authorized shares, the Company issued 27,010,000 shares of common stock to effect a two for one forward split of the then issued and outstanding shares. (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 $2,656,000, which expire $68,000 on December 31, 2011, $132,000 on December 31, 2117, $232,000 on December 31, 2118, $724,000 on December 31, 2119, $1,164,000 on December 31, 2020 and $336,000 on December 31, 2021. The amount recorded as a deferred tax asset, cumulative as of March 31, 2001 and 2000 is approximately $1,062,000 and $572,000, 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 $1,062,000 and $572,000, as the Company has no history of profitable operations. The significant components net deferred tax asset as of March 31, 2001, are: Net operating losses $ 1,062,000 Valuation allowance (1,062,000) ------------------ 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, 1998 and 1997. The credits are applied for on the Company's annual income tax return in mid-1998, 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 2000 and 1999, ELVA, SA was notified by the French government of the approval of the application for 1998 and 1997, and that payment by the government would occur in late 2000 and 2001. The Company sold this receivable to its bank on a non-recourse basis, in exchange for cash in the amount of $87,000 and $94,400. It is expected that the government will approve the 1999 and 2000 credits. They are expected to be paid $94,800 in 2002 and $104,500 in 2003. 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. F-8 Elva International, Inc. Notes to Consolidated Financial Statements (4) Going Concern As shown in the accompanying consolidated financial statements, the Company incurred net losses totaling $336,000 for the three months ended March 31, 2001, and reflects a stockholders' deficiency of approximately $28,000 as of March 31, 2001. These conditions raise substantial doubt as to the ability of the Company to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon increasing sales and obtaining additional capital and financing. The Company has retained a registered broker/dealer to raise additional funds for the Company in an amount up to $12,000,000. 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 and March and July 2000, ELVA received additional traunches of this loan from the now related party, in the total amount of approximately $650,000. In July 2000, the Company entered into an agreement with the holder of its related party long-term debt to exchange 1,720,000 shares of common stock for $557,477 of the existing long-term debt, and paid off the remaining balance of approximately $90,000 in cash. The Company also received a $16,000 conditional loan from an unrelated company, under which the Company would not be liable for repayment if the Company hired at least one former technical employee of the other company. The Company has not done so and is repaying this loan at a rate of $3,000 per year. The repayment schedule is per the original agreement. (6) Commitments The Company is committed under an operating lease for its office space. The Company is obligated under this lease for payments of $16,600 in 2001. 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. F-9 Elva International, Inc. Notes to Consolidated Financial Statements (8) Conditional Government Subsidies The Company has received several government grants which are conditional as to repayment. The grants are to be applied as reductions of salaries and employment taxes paid to new employees. They are intended by the government to induce increases in employment, as France has experienced high unemployment over the last few years. To date the Company has been increasing employment and applying accumulated grants as offsets to salary expense and at present is not yet obligated to repay any of these grants. The Company does not expect to have to repay any of the grant amounts. These grants, if required to be repaid, do not require the payment of interest. The term for adding the required employees under these grants is three years. The Company has amortized approximately $5,600 and $0 of the grants against salary expense for the three months ending March 31, 2001 and 2000, respectively. F-10 Item 2. Management's Discussion and Analysis or Plan of Operation 12 Month Plan of Operations The Company's plan of operations for the next twelve (12) months is to continually refine its strategy for capitalizing on recent trends within the Smart Card industry and to exploit such trends to its advantage. The Company plans to develop new and varied VocaliD(R) Smart Card systems, concepts and ventures. We will also further refine our current VocaliD(R) Smart Card Web site to make it a more complete one stop information source to the industry and future clients. The Company believes it can capitalize on the general Internet trend of increasing consumer usage and increasing levels of e-commerce transactions through providing the market the Company's VocaliD(R) Smart Card, which the Company believes will increase levels of person-to-person communication and which may directly increase levels of advertising and Web site linkage revenues. The Company believes that it is well positioned to profit from such opportunities. The Company's business strategy is to develop its VocaliD(R) Smart Card system to provide consumers with versatile high quality, easy to use, personal and secure communications. The Company believes the ease of use and versatility of its online Smart Card system will differentiate itself among the array of off line smart card options and that this differentiation strategy will allow it to carve out a profitable market niche. In addition to the primary revenue stream derived from fees earned through the usage of the Company's VocaliD(R) Smart Card, the Company believes that its market niche will allow it to successfully gain consumer "hits" to its VocaliD(R) Smart Card Web site. Such "hits" are the major factor in determining advertising revenue over the Internet (through banner ad sales) and may allow the Company to realize an additional revenue stream through charging advertising fees for banner ad placements. Therefore, while the Company plans to generate its primary revenue by charging fees for the use of its VocaliD(R) Smart Card system, the Company believes it may also generate significant revenue by attracting interest ("hits") to its VocaliD(R) Smart Card Web site. The Company plans to seek out strategic alliances, joint venture partners, and business partners with other high-technology firms in which shared resources 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. 13 Results of Operations -For the Three Months Ending March 31, 2001 Financial Condition, Capital Resources and Liquidity For the first quarter ended March 31, 2001 and 2000 the Company recorded revenues of $112,500 and $74,000, respectively. The increase of $38,500 is due to increasing licensing revenue from ATMEL. For the first quarter ended March 31, 2001 and 2000 the Company had salary expenses of $218,300 and $164,800, respectively. This increase of $53,500 was due to an increase in the number of personnel employed by the Company. For the first quarter ended March 31, 2001 and 2000, the Company had on a consolidated unaudited basis general and administrative expenses of $122,500 and $100,800, respectively. The increase of $21,700 is due primarily to opening the new offices in Silicon Valley and Singapore. For the first quarter ended March 31, 2001 and 2000, the Company had on a consolidated unaudited basis total operating expenses of $452,400 and $348,000, respectively, of which $75,200 of the increase is attributable to an increase in general and administrative and salaries by the Company. . Net Losses For the first quarter ended March 31, 2001 and 2000, the Company reported a net loss from operations excluding foreign currency translation of $339,800 and $274,000, respectively. The ability of the Company to continue as a going concern is dependent upon its ability to obtain clients who will utilize the Company's VocaliD(R) product and whether the Company can attract an adequate number of clients. The Company believes that in order to be able to expand its initial operations in terms of sales and marketing, it must establish new offices in the USA and abroad, hire staff and acquire through purchase or lease computer and office equipment to maintain accurate financial accounting and client data. In this regard the Company has established a new United States office in Danville, California near the silicon valley. The Company is already registered with the Secretary of State of California to do business and is anticipating the penetration of the North American market from its 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 September 30, 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 year. 14 Employees Next year, 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 March 31, 2001, ELVA had a total of 17 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 3 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. 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. Forward-Looking Statements This Form 10-QSB includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated 15 by reference in this Form 10-QSB which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), finding suitable merger or acquisition candidates, expansion and growth of the Company's business and operations, and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, general economic market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company. Consequently, all of the forward-looking statements made in this Form 10-QSB are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements. PART II Item 1. Legal Proceedings. The Company knows of no legal proceedings to which it is a party or to which any of its property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against the Company. Item 2. Changes in Securities and Use of Proceeds None Item 3. Defaults in Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders. No matter was submitted, during the quarter ending March 31, 2001, covered by this report, to a vote of the Company's shareholders, through the solicitation of proxies or otherwise. Item 5. Other Information 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. 16 Item 6. Exhibits and Reports on Form 8-K (a) The exhibits required to be filed herewith by Item 601 of Regulation S-B, as described in the following index of exhibits, are incorporated herein by reference, as follows: Exhibit No. Description ----------- ------------------------------------------------------ 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.(2) 3(i).4 Amended Articles of Incorporation of ELVA INTERNATIONAL,INC. f/k/a/ ELVA, INC., filed March, 2001.(2) 3(i).5 Articles of Association of ELVA ASIA PTE LTD effective October 30, 2000.(2) 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(2). 10.3 Lease Agreement for Asian office for ELVA ASIA PTE LTD(2) ---------------------------------------------

(1) Incorporated herein by reference to the Company's Registration Statement on Form 10-SB. (2) Incorporated herein by reference to the Company's Form 10 KSB filed with the SEC March 2001. (b) No Reports on Form 8-K were filed during the quarter ended March 31, 2001. 17 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 15, 2001 /s/ Lionel Rotcage ------------------------------------ Lionel Rotcage, President & Chairman In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: Signature Title May 15, 2001 By: /s/ Lionel Rotcage --------------------------------- Lionel Rotcage President & Chairman May 15, 2001 By: /s/ Cedric Colnot -------------------------------- Cedric Colnot Vice President & Director May 15, 2001 By: /s/ Patrick Misko -------------------------------- Patrick Misko Vice-President & Director May 15, 2001 By: /s/ Serge Parienti -------------------------------- Serge Parienti Vice-President, Secretary & Director 18

ELVA INTERNATIONAL INC 10QSB