UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934




                        Date of Report February 13, 2002



                         Commission File Number: 0-17597


                            ELITE TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)


                 Texas                              76-0252296
     (State or other Jurisdiction of    (IRS Employer Identification No.)
      incorporation or organization)

                  3340 Peachtree Rd. N.E.
                         Suite 1800
                      Atlanta, Georgia                    30326
          (Address of principal executive offices)     (Zip Code)

                                  404-812-5312
              (Registrant's telephone number, including area code)



<PAGE>





ITEM 5. OTHER EVENTS.

On February 12, 2002 Elite Technologies Inc. entered into a contractual
agreement with Icon Computer Parts Corp., "Addendum To Stock Sale Agreement".
The enclosed exhibit augments certain issues as originally outlined in the
"Stock Purchase Agreement " of Icon Computer Parts Corp, as dated on February
15, 2001.

ITEM 7. EXHIBIT.

(a) Financial Statements-None
(b) Pro Forma Financial Information-None
(c) Exhibit


99.1     ADDENDUM TO STOCK SALE AGREEMENT as dated on February 12, 2002.


                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Dated: February 13, 2002                             ELITE TECHNOLOGIES, INC.

                                 By:/s/ Scott Schuster
                                    -------------------
                                 Name:  Scott Schuster
                                 Title: President and Chief Executive Officer



                                INDEX TO EXHIBIT

Number   Description

99.1    ADDENDUM TO STOCK SALE AGREEMENT as dated on February 12, 2002.


                        ADDENDUM TO STOCK SALE AGREEMENT

This addendum, by and between Elite Technologies, Inc., a Texas Corporation with
offices in Atlanta, Georgia (hereinafter referred to as "Buyer"), and Icon
Computer Parts, a Puerto Rico Corporation with offices in San Juan, Puerto Rico
(hereinafter referred to as "Seller") is set forth as follows:

                                    RECITALS

WHEREAS SELLER AND BUYER entered into a "Stock Purchase Agreement" (hereinafter
referred to as "Sale Agreement") on or about February 15, 2001, and;

ACCORDING TO THE TERMS of the Sale Agreement more clearly defined herein, Seller
may receive additional compensation in the form of Buyer's restricted common
stock, on the anniversary of the Sale Agreement, and;

WHEREAS SELLER AND BUYER agree that for Buyer to issue such a large amount of
its common stock would be detrimental to both Buyer and Seller, and;

WHEREAS SELLER AND BUYER desire to modify that Sale Agreement.

NOW THEREFORE, in consideration of the promises and mutual covenants made in
this Agreement, the sufficiency of which is hereby acknowledged, it is hereby
agreed as follows:


1.   Right to  Modify  Sale  Agreement.  Seller  and Buyer  entered  into a Sale
     Agreement,  on or about  February 15, 2001.  According to provision 12.8 of
     the Sale  Agreement,  the parties of the Sale Agreement must enter into any
     modification in writing.

2.   Modification  to Sale  Agreement.  According to provision  11.2 of the Sale
     Agreement,  which reads:  "Adjustment of Purchase  Price. In the event that
     the  average  closing  price of  Buyer's  common  stock  (as  quoted on the
     Bloomberg)for  the  five(5)  trading  days  immediately  prior to the first
     anniversary date of this Agreement, drop below One and No/100 United States
     Dollar (US $1.00)per share,  Buyer shall issue to Seller a number of shares
     of Buyer's  common stock which,  when added to the two million  (2,000,000)
     shares of Buyer's  common  stock  previously  issued to Seller  pursuant to
     Paragraph  2.2 hereof,  causes the total  amount of Buyers  stock issued to
     Seller to equal Two Million Dollars ($2,000,000.00) of Buyer's common stock
     as  quoted  on the  Bloomberg  as of  closing  on the  anniversary  of this
     Agreement.  The additional  stock as provided for in this  paragraph  shall
     have piggyback registration rights in any registration statement (as may be
     allowed by the United States Securities and Exchange  Commission) which may
     be  filed  by the  Buyer  immediately  following  the  anniversary  of this
     Agreement.  Should  Buyer's  stock not fall  below One  Dollar  ($1.00)  no
     additional  shares shall be issued to Seller by Buyer." Buyer is to issue a
     certain  amount of restricted  common stock of Buyer in an amount as yet to
     be  determined.  Buyer's  stock has  steadily  moved down in price due to a
     number of factors,  including  but not  limited to, the sale of  restricted
     and/or  unauthorized  securities by other  individuals.  This has caused an
     adverse effect on the Buyers stock,  including  dilution and negative price
     movement. It is agreed by Buyer and Seller that in order for Buyer to fully
     meet its obligation to Seller, it would have to issue a overly large amount
     of Buyer's  common  stock  which  would have a further  negative  effect on
     Buyer's stock price,  as well as cause a significant  amount of dilution in
     Buyer's  common  stock.  Therefore,  Buyer and Seller  desire to modify the
     terms of the Sale Agreement as follows:

     a.   Buyer shall immediately issue to Seller, Four Million Shares of Buyers
          common stock.

     b.   Each  ninety  (90)  days  following  the  date  of  execution  of this
          Agreement,  Buyer shall issue to Seller an amount of Buyers restricted
          common  stock  in an  amount  equal to  fifteen  (15)  percent  of the
          remaining  balance owed to Seller,  until the balance due Seller under
          the terms of the Sale  Agreement  has been fully  paid.  The number of
          shares  issued under this  provision  shall be based on the  immediate
          previous five (5) days quoted "bid" price as stated on  Bloomberg,  at
          the time of each issuance.

     c.   All stock issued  under the terms of this  Agreement  shall  include a
          full and irrevocable  voting proxy executed by Seller to a designee to
          be determined by Buyer.

3.   No Penalty for Early Payment. Buyer may, at its sole discretion, accelerate
     its obligation under this Agreement,  and pay to Seller,  in either cash or
     restricted  common stock of Buyer, the total amount remaining due under the
     terms of this Agreement.

4.   Incorporation and Inclusion of Sale Agreement. Seller and Buyer acknowledge
     and re-affirm the Sale Agreement  including its terms and  provisions.  The
     Sale Agreement is incorporated and included in this Agreement by reference.

5.   MUTUAL  RELEASE.  Each party,  for itself,  its  subsidiaries,  affiliates,
     employees,  successors  in interest  and  assigns,  hereby  unconditionally
     releases and  discharges  the other party,  its  subsidiaries,  affiliates,
     employees,  successors in interest and assigns,  from all past, present and
     future claims, demands, actions and causes of action of any kind or nature,
     whether  known or  unknown,  directly  or  indirectly,  including,  without
     limitation,  those arising from or relating to any  agreements  between the
     parties,  or the  transactions  or events leading up to or surrounding  any
     agreements between the parties, either or verbal or written.

6.   FULL FORCE AND  EFFECT.  If any  portion of this  Agreement  is found to be
     invalid or unenforceable by a court of law having proper jurisdiction, such
     determination  shall not affect  the  balance  of this  Agreement,  nor the
     original Sale Agreement, and the remainder of this Agreement shall continue
     in full force and effect.

7.   ASSIGNMENT.  No party shall have the right to assign this  Agreement to any
     other individual, corporation or entity.

8.   SCOPE OF AGREEMENT.  This Agreement  constitutes and encompasses the entire
     agreement  between the parties  hereto with  respect to the subject  matter
     hereof. This Agreement supercedes any and all previous  agreements,  either
     oral or written,  which may have  existed  between the parties  hereto with
     regard ONLY to the subject matter hereof.

9.   NONWAIVER.  No  waiver  of any  condition  or  covenant  contained  in this
     Agreement,  nor  failure to  exercise a right  remedy by any party  hereto,
     shall be considered  to imply or constitute a further  waiver by such party
     of the same, or any other condition, covenant, right or remedy.

10.  DUTY  TO  COOPERATE.  The  parties  agree  that  such  documents  as may be
     necessary to carry out the terms and  provisions of the Agreement  shall be
     produced,  executed  and  delivered by such parties at such times as may be
     required to fulfill the terms and conditions of this Agreement.

11.  COUNTERPARTS.  This Agreement may be signed in two (2) or more counterparts
     at the  convenience  of the parties and shall be construed as one (1) whole
     when  executed.  Facsimile of a signature  shall be  considered an original
     signature.

12.  GOVERNING  LAW.  This  Agreement  and  the  performance  thereof  shall  be
     construed  in  accordance  with,  and governed by, the laws of the state of
     Georgia.

13.  SEVERABILITY.  In the event any portion or portions of this  Agreement  are
     held by a court of law to be void,  invalid  or  unenforceable,  such  fact
     shall not affect the  remainder of the  Agreement  which shall  continue in
     full force and effect.

14.  CAPTIONS.  All captions and headings used and  contained in this  Agreement
     are merely for ease of division  and  location  and are not  intended to be
     descriptive  or  illustrative  nor to clarify,  add to or detract  from the
     language of the Agreement.

15.  DEFINITIVE  AGREEMENT.  This writing is intended by the parties as a final,
     complete  and  exclusive  statement  of the  terms  of this  Agreement  and
     supercedes   any   and   all   prior   negotiations,   communications,   or
     understandings of any nature whatsoever between the parties.

ICON COMPUTER PARTS                           ELITE TECHNOLOGIES, INC.


By: /s/ Javier Rivera                                      By: /s/ Frank   Noori
    -----------------                                          -----------------
Name:   Javier Rivera                                          Name: Frank Noori
Title: Authorized Agent                                       Title: COO

Date: February 12, 2002                           Date: February 12, 2002



By: /s/ Ricardo Gomez
Name: Ricardo Gomez
Title: Authorized Agent

Date: February 12, 2002
[{"type": "8-K", "sequence": "1", "filename": "et8k213.txt", "description": "ELITE 8-K", "secsgml_size_bytes": 11434}]
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                        Date of Report February 13, 2002

                         Commission File Number: 0-17597

                            ELITE TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

                 Texas                              76-0252296
     (State or other Jurisdiction of    (IRS Employer Identification No.)
      incorporation or organization)

                  3340 Peachtree Rd. N.E.
                         Suite 1800
                      Atlanta, Georgia                    30326
          (Address of principal executive offices)     (Zip Code)

                                  404-812-5312
              (Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.

On February 12, 2002 Elite Technologies Inc. entered into a contractual
agreement with Icon Computer Parts Corp., "Addendum To Stock Sale Agreement".
The enclosed exhibit augments certain issues as originally outlined in the
"Stock Purchase Agreement " of Icon Computer Parts Corp, as dated on February
15, 2001.

ITEM 7. EXHIBIT.

(a) Financial Statements-None
(b) Pro Forma Financial Information-None
(c) Exhibit

99.1     ADDENDUM TO STOCK SALE AGREEMENT as dated on February 12, 2002.

                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: February 13, 2002                             ELITE TECHNOLOGIES, INC.

                                 By:/s/ Scott Schuster
                                    -------------------
                                 Name:  Scott Schuster
                                 Title: President and Chief Executive Officer

                                INDEX TO EXHIBIT

Number   Description

99.1    ADDENDUM TO STOCK SALE AGREEMENT as dated on February 12, 2002.

                        ADDENDUM TO STOCK SALE AGREEMENT

This addendum, by and between Elite Technologies, Inc., a Texas Corporation with
offices in Atlanta, Georgia (hereinafter referred to as "Buyer"), and Icon
Computer Parts, a Puerto Rico Corporation with offices in San Juan, Puerto Rico
(hereinafter referred to as "Seller") is set forth as follows:

                                    RECITALS

WHEREAS SELLER AND BUYER entered into a "Stock Purchase Agreement" (hereinafter
referred to as "Sale Agreement") on or about February 15, 2001, and;

ACCORDING TO THE TERMS of the Sale Agreement more clearly defined herein, Seller
may receive additional compensation in the form of Buyer's restricted common
stock, on the anniversary of the Sale Agreement, and;

WHEREAS SELLER AND BUYER agree that for Buyer to issue such a large amount of
its common stock would be detrimental to both Buyer and Seller, and;

WHEREAS SELLER AND BUYER desire to modify that Sale Agreement.

NOW THEREFORE, in consideration of the promises and mutual covenants made in
this Agreement, the sufficiency of which is hereby acknowledged, it is hereby
agreed as follows:

1.   Right to  Modify  Sale  Agreement.  Seller  and Buyer  entered  into a Sale
     Agreement,  on or about  February 15, 2001.  According to provision 12.8 of
     the Sale  Agreement,  the parties of the Sale Agreement must enter into any
     modification in writing.

2.   Modification  to Sale  Agreement.  According to provision  11.2 of the Sale
     Agreement,  which reads:  "Adjustment of Purchase  Price. In the event that
     the  average  closing  price of  Buyer's  common  stock  (as  quoted on the
     Bloomberg)for  the  five(5)  trading  days  immediately  prior to the first
     anniversary date of this Agreement, drop below One and No/100 United States
     Dollar (US $1.00)per share,  Buyer shall issue to Seller a number of shares
     of Buyer's  common stock which,  when added to the two million  (2,000,000)
     shares of Buyer's  common  stock  previously  issued to Seller  pursuant to
     Paragraph  2.2 hereof,  causes the total  amount of Buyers  stock issued to
     Seller to equal Two Million Dollars ($2,000,000.00) of Buyer's common stock
     as  quoted  on the  Bloomberg  as of  closing  on the  anniversary  of this
     Agreement.  The additional  stock as provided for in this  paragraph  shall
     have piggyback registration rights in any registration statement (as may be
     allowed by the United States Securities and Exchange  Commission) which may
     be  filed  by the  Buyer  immediately  following  the  anniversary  of this
     Agreement.  Should  Buyer's  stock not fall  below One  Dollar  ($1.00)  no
     additional  shares shall be issued to Seller by Buyer." Buyer is to issue a
     certain  amount of restricted  common stock of Buyer in an amount as yet to
     be  determined.  Buyer's  stock has  steadily  moved down in price due to a
     number of factors,  including  but not  limited to, the sale of  restricted
     and/or  unauthorized  securities by other  individuals.  This has caused an
     adverse effect on the Buyers stock,  including  dilution and negative price
     movement. It is agreed by Buyer and Seller that in order for Buyer to fully
     meet its obligation to Seller, it would have to issue a overly large amount
     of Buyer's  common  stock  which  would have a further  negative  effect on
     Buyer's stock price,  as well as cause a significant  amount of dilution in
     Buyer's  common  stock.  Therefore,  Buyer and Seller  desire to modify the
     terms of the Sale Agreement as follows:

     a.   Buyer shall immediately issue to Seller, Four Million Shares of Buyers
          common stock.

     b.   Each  ninety  (90)  days  following  the  date  of  execution  of this
          Agreement,  Buyer shall issue to Seller an amount of Buyers restricted
          common  stock  in an  amount  equal to  fifteen  (15)  percent  of the
          remaining  balance owed to Seller,  until the balance due Seller under
          the terms of the Sale  Agreement  has been fully  paid.  The number of
          shares  issued under this  provision  shall be based on the  immediate
          previous five (5) days quoted "bid" price as stated on  Bloomberg,  at
          the time of each issuance.

     c.   All stock issued  under the terms of this  Agreement  shall  include a
          full and irrevocable  voting proxy executed by Seller to a designee to
          be determined by Buyer.

3.   No Penalty for Early Payment. Buyer may, at its sole discretion, accelerate
     its obligation under this Agreement,  and pay to Seller,  in either cash or
     restricted  common stock of Buyer, the total amount remaining due under the
     terms of this Agreement.

4.   Incorporation and Inclusion of Sale Agreement. Seller and Buyer acknowledge
     and re-affirm the Sale Agreement  including its terms and  provisions.  The
     Sale Agreement is incorporated and included in this Agreement by reference.

5.   MUTUAL  RELEASE.  Each party,  for itself,  its  subsidiaries,  affiliates,
     employees,  successors  in interest  and  assigns,  hereby  unconditionally
     releases and  discharges  the other party,  its  subsidiaries,  affiliates,
     employees,  successors in interest and assigns,  from all past, present and
     future claims, demands, actions and causes of action of any kind or nature,
     whether  known or  unknown,  directly  or  indirectly,  including,  without
     limitation,  those arising from or relating to any  agreements  between the
     parties,  or the  transactions  or events leading up to or surrounding  any
     agreements between the parties, either or verbal or written.

6.   FULL FORCE AND  EFFECT.  If any  portion of this  Agreement  is found to be
     invalid or unenforceable by a court of law having proper jurisdiction, such
     determination  shall not affect  the  balance  of this  Agreement,  nor the
     original Sale Agreement, and the remainder of this Agreement shall continue
     in full force and effect.

7.   ASSIGNMENT.  No party shall have the right to assign this  Agreement to any
     other individual, corporation or entity.

8.   SCOPE OF AGREEMENT.  This Agreement  constitutes and encompasses the entire
     agreement  between the parties  hereto with  respect to the subject  matter
     hereof. This Agreement supercedes any and all previous  agreements,  either
     oral or written,  which may have  existed  between the parties  hereto with
     regard ONLY to the subject matter hereof.

9.   NONWAIVER.  No  waiver  of any  condition  or  covenant  contained  in this
     Agreement,  nor  failure to  exercise a right  remedy by any party  hereto,
     shall be considered  to imply or constitute a further  waiver by such party
     of the same, or any other condition, covenant, right or remedy.

10.  DUTY  TO  COOPERATE.  The  parties  agree  that  such  documents  as may be
     necessary to carry out the terms and  provisions of the Agreement  shall be
     produced,  executed  and  delivered by such parties at such times as may be
     required to fulfill the terms and conditions of this Agreement.

11.  COUNTERPARTS.  This Agreement may be signed in two (2) or more counterparts
     at the  convenience  of the parties and shall be construed as one (1) whole
     when  executed.  Facsimile of a signature  shall be  considered an original
     signature.

12.  GOVERNING  LAW.  This  Agreement  and  the  performance  thereof  shall  be
     construed  in  accordance  with,  and governed by, the laws of the state of
     Georgia.

13.  SEVERABILITY.  In the event any portion or portions of this  Agreement  are
     held by a court of law to be void,  invalid  or  unenforceable,  such  fact
     shall not affect the  remainder of the  Agreement  which shall  continue in
     full force and effect.

14.  CAPTIONS.  All captions and headings used and  contained in this  Agreement
     are merely for ease of division  and  location  and are not  intended to be
     descriptive  or  illustrative  nor to clarify,  add to or detract  from the
     language of the Agreement.

15.  DEFINITIVE  AGREEMENT.  This writing is intended by the parties as a final,
     complete  and  exclusive  statement  of the  terms  of this  Agreement  and
     supercedes   any   and   all   prior   negotiations,   communications,   or
     understandings of any nature whatsoever between the parties.

ICON COMPUTER PARTS                           ELITE TECHNOLOGIES, INC.

By: /s/ Javier Rivera                                      By: /s/ Frank   Noori
    -----------------                                          -----------------
Name:   Javier Rivera                                          Name: Frank Noori
Title: Authorized Agent                                       Title: COO

Date: February 12, 2002                           Date: February 12, 2002

By: /s/ Ricardo Gomez
Name: Ricardo Gomez
Title: Authorized Agent

Date: February 12, 2002