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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            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


                            ELVA INTERNATIONAL, INC.
                Year 2001 Employee/Consultant Stock Compensation
             ------------------------------------------------------
                            (Full title of the plan)

                            Lionel Rotcage, President
                           383 Diablo Road, Suite 100
                               Danville, CA 94526
         --------------------------------------------------------------
            (Name, address and telephone number of agent for service)


                         CALCULATION OF REGISTRATION FEE

  Title of                              Proposed        Maximum
 Securities            Amount           Maximum        Aggregate      Amount of
    to be               to be        Offering Price     Offering    Registration
 Registered        Registered (2)     Per Share(1)      Price(1)       Fee(1)
-----------      ----------------   ---------------   -----------   ------------
Common Stock      800,000               $1.06          $848,000        $212.00
No par




<PAGE>



(1)  Estimated  pursuant  to Rule  457(c) and 457(h)  solely for the  purpose of
calculating the Registration Fee, which is based on the average closing price of
the Company's  common stock on July 05, 2001,  July 06, 2001, July 07, 2001 July
08, 2001, and July 09, 2001 as reported on the OTC Electronic Bulletin Board.

(2)  Represents  the  maximum  number of shares  which may be granted  under the
Bio-One Corporation Year 2001  Employee/Consultant  Stock Compensation Plan (the
"Plan").


                                     PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The  following   documents  which  have  been  heretofore  filed  with  the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to the Securities  Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:

     (1)  The Registrant's Annual Report on Form l0KSB filed on April 16, 2001;

     (2)  All other reports filed by the Registrant with the Commission pursuant
          to Section 13(a) or Section 15(d) of the Exchange Act since the end of
          the fiscal year covered by the Registrant's  Annual Report referred to
          above; and

     (3)  The description of the Common Stock of the Registrant contained in the
          Registrant's Registration Statement.

     All  documents  filed by the  Registrant  with the  Commission  pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment  hereto which indicates that all securities  offered have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Not applicable.





<PAGE>


Item 6. Indemnification of Directors and Officers.

     The Florida Statutes Section 607.0850 provide that:

     (1) A corporation  shall have power to indemnify any person who was or is a
party to any  proceeding  (other  than an action  by,  or in the  right of,  the
corporation),  by  reason  of the  fact  that  he or  she is or was a  director,
officer,  employee,  or agent of the  corporation  or is or was  serving  at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint venture,  trust, or other  enterprise  against
liability  incurred in  connection  with such  proceeding,  including any appeal
thereof,  if he or she acted in good faith and in a manner he or she  reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his or her conduct was unlawful.  The  termination  of any proceeding by
judgment,  order, settlement, or conviction or upon a plea of nolo contendere or
its equivalent  shall not, of itself,  create a presumption  that the person did
not act in good faith and in a manner which he or she reasonably  believed to be
in, or not opposed to, the best interests of the corporation or, with respect to
any criminal action or proceeding,  had reasonable  cause to believe that his or
her conduct was unlawful.

     (2) A corporation shall have power to indemnify any person, who was or is a
party to any  proceeding  by or in the  right of the  corporation  to  procure a
judgment  in its  favor by  reason  of the  fact  that  the  person  is or was a
director, officer, employee, or agent of the corporation or is or was serving at
the request of the  corporation as a director,  officer,  employee,  or agent of
another  corporation,  partnership,  joint venture,  trust, or other enterprise,
against  expenses and amounts paid in settlement not exceeding,  in the judgment
of the board of directors, the estimated expense of litigating the proceeding to
conclusion,  actually and reasonably  incurred in connection with the defense or
settlement   of  such   proceeding,   including   any   appeal   thereof.   Such
indemnification  shall be authorized if such person acted in good faith and in a
manner he or she  reasonably  believed  to be in, or not  opposed  to,  the best
interests of the corporation, except that no indemnification shall be made under
this  subsection  in  respect of any  claim,  issue,  or matter as to which such
person  shall have been  adjudged  to be liable  unless,  and only to the extent
that,  the court in which such  proceeding  was  brought,  or any other court of
competent  jurisdiction,  shall  determine upon  application  that,  despite the
adjudication  of liability but in view of all  circumstances  of the case,  such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
such court shall deem proper.

     (3) To the  extent  that a  director,  officer,  employee,  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
proceeding referred to in subsection (1) or subsection (2), or in defense of any
claim, issue, or matter therein, he or she shall be indemnified against expenses
actually and reasonably incurred by him or her in connection therewith.

     (4) Any  indemnification  under  subsection (1) or subsection  (2),  unless
pursuant to a determination by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director,  officer, employee, or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in subsection (1) or
subsection (2). Such determination shall be made:

          (a)  By  the  board  of  directors  by a  majority  vote  of a  quorum
     consisting of directors who were not parties to such proceeding;

          (b If such a quorum  is not  obtainable  or,  even if  obtainable,  by
     majority vote of a committee duly  designated by the board of directors (in
     which directors who are parties may participate)  consisting  solely of two
     or more directors not at the time parties to the proceeding;


<PAGE>



          (c) By independent legal counsel:

               1.Selected by the board of directors  prescribed in paragraph (a)
          or the committee prescribed in paragraph (b); or

               2. If a quorum of the directors  cannot be obtained for paragraph
          (a) and the  committee  cannot  be  designated  under  paragraph  (b),
          selected by  majority  vote of the full board of  directors  (in which
          directors who are parties may participate); or

          (d) By the  shareholders by a majority vote of a quorum  consisting of
     shareholders  who were not parties to such proceeding or, if no such quorum
     is obtainable,  by a majority vote of shareholders  who were not parties to
     such proceeding.

     (5)  Evaluation  of the  reasonableness  of expenses and  authorization  of
indemnification  shall  be made in the same  manner  as the  determination  that
indemnification is permissible.  However, if the determination of permissibility
is made by independent  legal  counsel,  persons  specified by paragraph  (4)(c)
shall evaluate the reasonableness of expenses and may authorize indemnification.

     (6)  Expenses  incurred by an officer or  director in  defending a civil or
criminal  proceeding  may be paid by the  corporation  in  advance  of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if he or she is  ultimately  found
not to be  entitled  to  indemnification  by the  corporation  pursuant  to this
section.  Expenses incurred by other employees and agents may be paid in advance
upon such terms or conditions that the board of directors deems appropriate.

     (7) The  indemnification  and advancement of expenses  provided pursuant to
this section are not exclusive,  and a corporation may make any other or further
indemnification  or advancement  of expenses of any of its directors,  officers,
employees,  or  agents,  under any bylaw,  agreement,  vote of  shareholders  or
disinterested directors, or otherwise,  both as to action in his or her official
capacity  and as to  action in  another  capacity  while  holding  such  office.
However,  indemnification  or advancement of expenses shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or other final
adjudication  establishes  that his or her actions,  or  omissions to act,  were
material to the cause of action so adjudicated and constitute:

          (a) A violation of the criminal  law,  unless the  director,  officer,
     employee,  or agent had reasonable  cause to believe his or her conduct was
     lawful  or had no  reasonable  cause  to  believe  his or her  conduct  was
     unlawful;

          (b) A transaction from which the director, officer, employee, or agent
     derived an improper personal benefit;

          (c)  In the  case  of a  director,  a  circumstance  under  which  the
     liability provisions of s. 607.0834 are applicable; or

          (d) Willful misconduct or a conscious disregard for the best interests
     of the corporation in a proceeding by or in the right of the corporation to
     procure a judgment in its favor or in a proceeding  by or in the right of a
     shareholder.


<PAGE>




     (8) Indemnification and advancement of expenses as provided in this section
shall continue as, unless otherwise  provided when authorized or ratified,  to a
person who has ceased to be a director,  officer,  employee,  or agent and shall
inure to the  benefit  of the heirs,  executors,  and  administrators  of such a
person, unless otherwise provided when authorized or ratified.

     (9) Unless the corporation's  articles of incorporation  provide otherwise,
notwithstanding  the failure of a corporation  to provide  indemnification,  and
despite any contrary  determination  of the board or of the  shareholders in the
specific case, a director, officer, employee, or agent of the corporation who is
or was a party to a proceeding may apply for  indemnification  or advancement of
expenses, or both, to the court conducting the proceeding, to the circuit court,
or to another court of competent jurisdiction. On receipt of an application, the
court,  after  giving  any  notice  that  it  considers  necessary,   may  order
indemnification  and  advancement of expenses,  including  expenses  incurred in
seeking  court-ordered   indemnification  or  advancement  of  expenses,  if  it
determines that:

          (a) The director, officer, employee, or agent is entitled to mandatory
     indemnification  under  subsection  (3), in which case the court shall also
     order the corporation to pay the director  reasonable  expenses incurred in
     obtaining court-ordered indemnification or advancement of expenses;

          (b)  The  director,   officer,  employee,  or  agent  is  entitled  to
     indemnification  or  advancement  of  expenses,  or both,  by virtue of the
     exercise by the corporation of its power pursuant to subsection (7); or

          (c) The director, officer, employee, or agent is fairly and reasonably
     entitled to indemnification or advancement of expenses, or both, in view of
     all the relevant  circumstances,  regardless of whether such person met the
     standard  of  conduct  set forth in  subsection  (1),  subsection  (2),  or
     subsection (7).

     (10) For purposes of this  section,  the term  "corporation"  includes,  in
addition to the resulting  corporation,  any constituent  corporation (including
any constituent of a constituent) absorbed in a consolidation or merger, so that
any  person  who  is  or  was a  director,  officer,  employee,  or  agent  of a
constituent  corporation,  or is or was serving at the request of a  constituent
corporation as a director,  officer,  employee, or agent of another corporation,
partnership,  joint venture, trust, or other enterprise, is in the same position
under this section with respect to the resulting or surviving  corporation as he
or she would have with respect to such  constituent  corporation if its separate
existence had continued."


Item 7. Exemption from Registration Claimed.

         Not applicable.




<PAGE>



Item 8. Exhibits.

5.1  * Opinion of Mintmire & Associates

10.1 * Elva International, Inc. Year 2001 Employee/Consultant Stock Compensation
       Plan

23.1 * Consent of Durland & Company, CPAs, P.A.

23.2 * Consent of  Mintmire &  Associates  (contained  in the  opinion  filed as
       Exhibit 5.1 hereof)

(* filed herewith)

Item 9. Undertakings.

The Registrant hereby undertakes:

(a)  (1)  to file, during any period in which it offers or sells  securities,  a
          post effective amendment to this registration statement to include any
          prospectus required by Section 10(a) (3) of the Securities Act;

     (2)  that,  for  the  purpose  of  determining   any  liability  under  the
          Securities  Act of 1933, to treat each  post-effective  amendment as a
          new registration statement of the securities offered, and the offering
          of the securities at that time to be the initial bona fide offering;

     (3)  to remove from registration by means of a post-effective amendment any
          of the securities that remain unsold at the end of the offering.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to  directors,  officers,  and  controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities  being  registered,  the Company will,  unless in the opinion of this
counsel that matter has been settled by controlling precedent, submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
jurisdiction of such issue.






<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement to be signed on its behalf,  in the City of Danville, CA.

                            ELVA INTERNATIONAL, INC.

Date: June 06, 2001         By: /s/ Lionel Rotcage
                            ------------------------------
                            Lionel Rotcage,
                            President & Chairman

Date: June 06, 2001         By: /s/ Serge Parienti
                            ------------------------------
                            Serge Parienti
                            Secretary



     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.



Signature                  Title                          Date
--------------------       -------------------------      ----------------------

 /s/ Lionel Rotcage
--------------------       President & Chairman           June 06, 2001
Lionel Rotcage

 /s/ Cedric Colnot
--------------------       Vice-President & Director      June 06, 2001
Cedric Colnot

/s/ Patrick Misko
--------------------       Vice-President & Director      June 06, 2001
Patrick Misko

/s/ Serge Parienti
--------------------       Vice-President, Secretary      June 06, 2001
Serge Parienti              & Director






<PAGE>



EXHIBIT 5.1 and 23.2


July 12, 2001


Board of Directors
Elva International, Inc.
383 Diablo Road, Suite 100
Danville, CA     94526


Gentlemen:

At your request,  we have examined the Registration  Statement on Form S-8 to be
filed by you with the  Securities  and Exchange  Commission on or about July 12,
2001 , in connection with the registration  under the Securities Act of 1933, as
amended,  of 800,000  shares of the  Company's  Common  Stock,  par value  .0001
(exclusive of any securities  associated  therewith,  the "Stock") to be sold by
you pursuant to the Company's Year 2001  Employee/Consultant  Stock Compensation
Plan. (the "Plan").

As your counsel,  we have examined the proceedings  relating to and action taken
by you in connection with the adoption of the Plan.

It is our opinion  that the  800,000  shares of the Stock that may be issued and
sold by the  Company  pursuant  to the Plan,  when issued and sold in the manner
provide in the Plan, will be validly issued, fully-paid and non-assessable.

We  consent  to the  use of  this  opinion  as an  exhibit  to the  Registration
Statement  and  further  consent  to all  references  to us in the  Registration
Statement and any  amendments  thereto.  In providing  this  consent,  we do not
thereby  admit that we are  within the  category  of  persons  whose  consent is
required  under  Section  7 of the  Securities  Act of 1933,  or the  rules  and
regulations of the Commission thereunder.


Very truly yours,



/s/ Mintmire & Associates
--------------------------
MINTMIRE & ASSOCIATES







<PAGE>



EXHIBIT 10.1


              YEAR 2001 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN


I.   PURPOSE OF THE PLAN.

     The  purpose of this Plan is to further  the growth of Elva  International,
Inc.,  by  allowing  the Company to  compensate  consultants  and certain  other
Employees who have provided bona fide services to the Company, through the award
of Common Stock of the Company.

II.  DEFINITIONS.

     Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:

     1.   "Award"  means  any  grant  of (i)  Common  Stock or (ii)  options  or
          warrants to purchase Common Stock made under this Plan.

     2.   "Board of Directors" means the Board of Directors of the Company.

     3.   "Code" means the Internal Revenue Code of 1986, as amended.

     4.   "Common Stock" means the Common Stock of the Company.

     5.   "Date of Grant"  means the day the Board of Directors  authorized  the
          grant of an Award or such later date as may be  specified by the Board
          of Directors as the date a particular Award will become effective.

     6.   "Consultant"  means any person or entity (i) who has  rendered or will
          render bona fide services to the Company, and (ii) who, in the opinion
          of the Board of  Directors,  are in a  position  to make,  or who have
          previously  made,  a  significant  contribution  to the success of the
          Company.

     7.   "Subsidiary" means any corporation that is a subsidiary with regard to
          as that term is defined in Section 424(f) of the Code.

III. EFFECTIVE DATE OF THE PLAN.

     The effective date of this Plan is June 1, 2001.

IV.  ADMINISTRATION OF THE PLAN.

     The Board of Directors will be responsible for the  administration  of this
Plan, and will grant Awards under this Plan.  Subject to the express  provisions
of this  Plan and  applicable  law,  the  Board of  Directors  shall  have  full
authority and sole and absolute discretion to interpret this Plan, to prescribe,
amend and rescind  rules and  regulations  relating to it, and to make all other
determinations


<PAGE>



which it believes to be necessary or advisable in  administering  this Plan. The
determinations  of the Board of  Directors  on the  matters  referred to in this
Section shall be conclusive. The Board of Directors shall have sole and absolute
discretion  to amend this  Plan.  No member of the Board of  Directors  shall be
liable for any act or omission in  connection  with the  administration  of this
Plan unless it resulted from the member's willful misconduct.

V.   STOCK SUBJECT TO THE PLAN.

     The  maximum  number of shares of Common  Stock as to which  Awards  may be
granted under this Plan is 800,000 shares which number represents 800,000 shares
not yet issued under the Plan.  The Board of Directors  may increase the maximum
number of shares of Common  Stock as to which Awards may be granted at such time
as it deems advisable.

II   PERSONS ELIGIBLE TO RECEIVE AWARDS.

     Awards may be granted only to Consultants and Employees.

II   GRANTS OF AWARDS.

     Except as otherwise  provided  herein,  the Board of  Directors  shall have
complete  discretion to determine  when and to which  Consultants  and Employees
Awards are to be granted,  and the number of shares of Common  Stock as to which
Awards granted to each  Consultant  and Employee will relate,  and the terms and
conditions upon which an Award may be issued (including, without limitation, the
date of  exercisability,  exercise price and term of any Award which constitutes
an option or warrant to purchase Common Stock). No grant will be made if, in the
judgment  of the Board of  Directors,  such a grant  would  constitute  a public
distribution  within the meaning of the  Securities Act of 1933, as amended (the
"Act"), or the rules and regulations promulgated thereunder.

II   DELIVERY OF STOCK CERTIFICATES.

     As promptly as practicable  after  authorizing  the grant of an Award,  the
Company  shall  deliver  to the  person who is the  recipient  of the  Award,  a
certificate or certificates  registered in that person's name,  representing the
number of shares  of  Common  Stock  that  were  granted.  If  applicable,  each
certificate shall bear a legend to indicate that the Common Stock represented by
the certificate was issued in a transaction  which was not registered  under the
Act, and may only be sold or  transferred  in a  transaction  that is registered
under the Act or is exempt from the registration requirements of the Act.

IX.  RIGHT TO CONTINUED ENGAGEMENT.

     Nothing  in this Plan or in the  grant of an Award  shall  confer  upon any
Consultant  the  right to  continued  engagement  by the  Company  nor  shall it
interfere with or restrict in any way the rights of the Company to discharge any
Consultant or to terminate any consulting relationship at any time.

X.   LAWS AND REGULATIONS.

     1.   The  obligation  of the Company to sell and  deliver  shares of Common
          Stock on the grant of an Award under this Plan shall be subject to the
          condition that counsel for


<PAGE>



          the Company be satisfied  that the sale and delivery  thereof will not
          violate the Act or any other applicable laws, rules or regulations.


     2.   This Plan is intended to meet the  requirements of Rule 16b-3 in order
          to provide officers and directors with certain exemptions from Section
          16(b) of the Securities Exchange Act of 1934, as amended.

XI.  TERMINATION OF THE PLAN.

     The Board of Directors  may suspend or  terminate  this Plan at any time or
from time to time,  but no such action  shall  adversely  affect the rights of a
person granted an Award under this Plan prior to that date.

XII. DELIVERY OF PLAN.

     A copy of this Plan shall be delivered to all participants, together with a
copy of the resolution or resolutions of the Board of Directors  authorizing the
granting of the Award and establishing the terms, if any, of participation.


<PAGE>


EXHIBIT 23.1


                                DURLAND & COMPANY
                          Certified Public Accountants
                           A Professional Association
                           Palm Beach, FL 33480 (561)
                            822-9995 o FAX: 822-9942


                          INDEPENDENT AUDITORS CONSENT



We  hereby   consent  to  the  use  in  the   Registration   Statement  of  Elva
International,  Inc.  on Form S-8 to be filed on or about July 11, 2001 with the
Securities  and  Exchange  Commission  our report  dated  March 15,  2001 on the
consolidated  financial statements of Elva International Inc. which expresses an
unqualified  opinion and includes an explanatory  paragraph  relating to a going
concern uncertainty.






                                                           /s/ Durland & Company
                                                   Durland & Company, CPAs, P.A.
Palm Beach, Florida
July 11, 2001
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{"company-data": {"conformed-name": "ELVA INTERNATIONAL INC", "cik": "0001103718", "assigned-sic": "7389", "irs-number": "650790761", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65076", "film-number": "1680771"}, "business-address": {"street1": "383 DIABLO ROAD", "street2": "SUITE 100", "city": "DANVILLE", "state": "CA", "zip": "94526"}, "mail-address": {"street1": "383 DIABLO ROAD", "street2": "SUITE 100", "city": "DANVILLE", "state": "CA", "zip": "94526"}, "former-company": {"former-conformed-name": "ELVA INC", "date-changed": "20000119"}}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            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

                            ELVA INTERNATIONAL, INC.
                Year 2001 Employee/Consultant Stock Compensation
             ------------------------------------------------------
                            (Full title of the plan)

                            Lionel Rotcage, President
                           383 Diablo Road, Suite 100
                               Danville, CA 94526
         --------------------------------------------------------------
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

  Title of                              Proposed        Maximum
 Securities            Amount           Maximum        Aggregate      Amount of
    to be               to be        Offering Price     Offering    Registration
 Registered        Registered (2)     Per Share(1)      Price(1)       Fee(1)
-----------      ----------------   ---------------   -----------   ------------
Common Stock      800,000               $1.06          $848,000        $212.00
No par
(1)  Estimated  pursuant  to Rule  457(c) and 457(h)  solely for the  purpose of
calculating the Registration Fee, which is based on the average closing price of
the Company's  common stock on July 05, 2001,  July 06, 2001, July 07, 2001 July
08, 2001, and July 09, 2001 as reported on the OTC Electronic Bulletin Board.

(2)  Represents  the  maximum  number of shares  which may be granted  under the
Bio-One Corporation Year 2001  Employee/Consultant  Stock Compensation Plan (the
"Plan").

                                     PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The  following   documents  which  have  been  heretofore  filed  with  the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to the Securities  Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:

     (1)  The Registrant's Annual Report on Form l0KSB filed on April 16, 2001;

     (2)  All other reports filed by the Registrant with the Commission pursuant
          to Section 13(a) or Section 15(d) of the Exchange Act since the end of
          the fiscal year covered by the Registrant's  Annual Report referred to
          above; and

     (3)  The description of the Common Stock of the Registrant contained in the
          Registrant's Registration Statement.

     All  documents  filed by the  Registrant  with the  Commission  pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment  hereto which indicates that all securities  offered have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Not applicable.
Item 6. Indemnification of Directors and Officers.

     The Florida Statutes Section 607.0850 provide that:

     (1) A corporation  shall have power to indemnify any person who was or is a
party to any  proceeding  (other  than an action  by,  or in the  right of,  the
corporation),  by  reason  of the  fact  that  he or  she is or was a  director,
officer,  employee,  or agent of the  corporation  or is or was  serving  at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint venture,  trust, or other  enterprise  against
liability  incurred in  connection  with such  proceeding,  including any appeal
thereof,  if he or she acted in good faith and in a manner he or she  reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his or her conduct was unlawful.  The  termination  of any proceeding by
judgment,  order, settlement, or conviction or upon a plea of nolo contendere or
its equivalent  shall not, of itself,  create a presumption  that the person did
not act in good faith and in a manner which he or she reasonably  believed to be
in, or not opposed to, the best interests of the corporation or, with respect to
any criminal action or proceeding,  had reasonable  cause to believe that his or
her conduct was unlawful.

     (2) A corporation shall have power to indemnify any person, who was or is a
party to any  proceeding  by or in the  right of the  corporation  to  procure a
judgment  in its  favor by  reason  of the  fact  that  the  person  is or was a
director, officer, employee, or agent of the corporation or is or was serving at
the request of the  corporation as a director,  officer,  employee,  or agent of
another  corporation,  partnership,  joint venture,  trust, or other enterprise,
against  expenses and amounts paid in settlement not exceeding,  in the judgment
of the board of directors, the estimated expense of litigating the proceeding to
conclusion,  actually and reasonably  incurred in connection with the defense or
settlement   of  such   proceeding,   including   any   appeal   thereof.   Such
indemnification  shall be authorized if such person acted in good faith and in a
manner he or she  reasonably  believed  to be in, or not  opposed  to,  the best
interests of the corporation, except that no indemnification shall be made under
this  subsection  in  respect of any  claim,  issue,  or matter as to which such
person  shall have been  adjudged  to be liable  unless,  and only to the extent
that,  the court in which such  proceeding  was  brought,  or any other court of
competent  jurisdiction,  shall  determine upon  application  that,  despite the
adjudication  of liability but in view of all  circumstances  of the case,  such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
such court shall deem proper.

     (3) To the  extent  that a  director,  officer,  employee,  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
proceeding referred to in subsection (1) or subsection (2), or in defense of any
claim, issue, or matter therein, he or she shall be indemnified against expenses
actually and reasonably incurred by him or her in connection therewith.

     (4) Any  indemnification  under  subsection (1) or subsection  (2),  unless
pursuant to a determination by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director,  officer, employee, or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in subsection (1) or
subsection (2). Such determination shall be made:

          (a)  By  the  board  of  directors  by a  majority  vote  of a  quorum
     consisting of directors who were not parties to such proceeding;

          (b If such a quorum  is not  obtainable  or,  even if  obtainable,  by
     majority vote of a committee duly  designated by the board of directors (in
     which directors who are parties may participate)  consisting  solely of two
     or more directors not at the time parties to the proceeding;
(c) By independent legal counsel:

               1.Selected by the board of directors  prescribed in paragraph (a)
          or the committee prescribed in paragraph (b); or

               2. If a quorum of the directors  cannot be obtained for paragraph
          (a) and the  committee  cannot  be  designated  under  paragraph  (b),
          selected by  majority  vote of the full board of  directors  (in which
          directors who are parties may participate); or

          (d) By the  shareholders by a majority vote of a quorum  consisting of
     shareholders  who were not parties to such proceeding or, if no such quorum
     is obtainable,  by a majority vote of shareholders  who were not parties to
     such proceeding.

     (5)  Evaluation  of the  reasonableness  of expenses and  authorization  of
indemnification  shall  be made in the same  manner  as the  determination  that
indemnification is permissible.  However, if the determination of permissibility
is made by independent  legal  counsel,  persons  specified by paragraph  (4)(c)
shall evaluate the reasonableness of expenses and may authorize indemnification.

     (6)  Expenses  incurred by an officer or  director in  defending a civil or
criminal  proceeding  may be paid by the  corporation  in  advance  of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if he or she is  ultimately  found
not to be  entitled  to  indemnification  by the  corporation  pursuant  to this
section.  Expenses incurred by other employees and agents may be paid in advance
upon such terms or conditions that the board of directors deems appropriate.

     (7) The  indemnification  and advancement of expenses  provided pursuant to
this section are not exclusive,  and a corporation may make any other or further
indemnification  or advancement  of expenses of any of its directors,  officers,
employees,  or  agents,  under any bylaw,  agreement,  vote of  shareholders  or
disinterested directors, or otherwise,  both as to action in his or her official
capacity  and as to  action in  another  capacity  while  holding  such  office.
However,  indemnification  or advancement of expenses shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or other final
adjudication  establishes  that his or her actions,  or  omissions to act,  were
material to the cause of action so adjudicated and constitute:

          (a) A violation of the criminal  law,  unless the  director,  officer,
     employee,  or agent had reasonable  cause to believe his or her conduct was
     lawful  or had no  reasonable  cause  to  believe  his or her  conduct  was
     unlawful;

          (b) A transaction from which the director, officer, employee, or agent
     derived an improper personal benefit;

          (c)  In the  case  of a  director,  a  circumstance  under  which  the
     liability provisions of s. 607.0834 are applicable; or

          (d) Willful misconduct or a conscious disregard for the best interests
     of the corporation in a proceeding by or in the right of the corporation to
     procure a judgment in its favor or in a proceeding  by or in the right of a
     shareholder.
(8) Indemnification and advancement of expenses as provided in this section
shall continue as, unless otherwise  provided when authorized or ratified,  to a
person who has ceased to be a director,  officer,  employee,  or agent and shall
inure to the  benefit  of the heirs,  executors,  and  administrators  of such a
person, unless otherwise provided when authorized or ratified.

     (9) Unless the corporation's  articles of incorporation  provide otherwise,
notwithstanding  the failure of a corporation  to provide  indemnification,  and
despite any contrary  determination  of the board or of the  shareholders in the
specific case, a director, officer, employee, or agent of the corporation who is
or was a party to a proceeding may apply for  indemnification  or advancement of
expenses, or both, to the court conducting the proceeding, to the circuit court,
or to another court of competent jurisdiction. On receipt of an application, the
court,  after  giving  any  notice  that  it  considers  necessary,   may  order
indemnification  and  advancement of expenses,  including  expenses  incurred in
seeking  court-ordered   indemnification  or  advancement  of  expenses,  if  it
determines that:

          (a) The director, officer, employee, or agent is entitled to mandatory
     indemnification  under  subsection  (3), in which case the court shall also
     order the corporation to pay the director  reasonable  expenses incurred in
     obtaining court-ordered indemnification or advancement of expenses;

          (b)  The  director,   officer,  employee,  or  agent  is  entitled  to
     indemnification  or  advancement  of  expenses,  or both,  by virtue of the
     exercise by the corporation of its power pursuant to subsection (7); or

          (c) The director, officer, employee, or agent is fairly and reasonably
     entitled to indemnification or advancement of expenses, or both, in view of
     all the relevant  circumstances,  regardless of whether such person met the
     standard  of  conduct  set forth in  subsection  (1),  subsection  (2),  or
     subsection (7).

     (10) For purposes of this  section,  the term  "corporation"  includes,  in
addition to the resulting  corporation,  any constituent  corporation (including
any constituent of a constituent) absorbed in a consolidation or merger, so that
any  person  who  is  or  was a  director,  officer,  employee,  or  agent  of a
constituent  corporation,  or is or was serving at the request of a  constituent
corporation as a director,  officer,  employee, or agent of another corporation,
partnership,  joint venture, trust, or other enterprise, is in the same position
under this section with respect to the resulting or surviving  corporation as he
or she would have with respect to such  constituent  corporation if its separate
existence had continued."

Item 7. Exemption from Registration Claimed.

         Not applicable.
Item 8. Exhibits.

5.1  * Opinion of Mintmire & Associates

10.1 * Elva International, Inc. Year 2001 Employee/Consultant Stock Compensation
       Plan

23.1 * Consent of Durland & Company, CPAs, P.A.

23.2 * Consent of  Mintmire &  Associates  (contained  in the  opinion  filed as
       Exhibit 5.1 hereof)

(* filed herewith)

Item 9. Undertakings.

The Registrant hereby undertakes:

(a)  (1)  to file, during any period in which it offers or sells  securities,  a
          post effective amendment to this registration statement to include any
          prospectus required by Section 10(a) (3) of the Securities Act;

     (2)  that,  for  the  purpose  of  determining   any  liability  under  the
          Securities  Act of 1933, to treat each  post-effective  amendment as a
          new registration statement of the securities offered, and the offering
          of the securities at that time to be the initial bona fide offering;

     (3)  to remove from registration by means of a post-effective amendment any
          of the securities that remain unsold at the end of the offering.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to  directors,  officers,  and  controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities  being  registered,  the Company will,  unless in the opinion of this
counsel that matter has been settled by controlling precedent, submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
jurisdiction of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement to be signed on its behalf,  in the City of Danville, CA.

                            ELVA INTERNATIONAL, INC.

Date: June 06, 2001         By: /s/ Lionel Rotcage
                            ------------------------------
                            Lionel Rotcage,
                            President & Chairman

Date: June 06, 2001         By: /s/ Serge Parienti
                            ------------------------------
                            Serge Parienti
                            Secretary

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                  Title                          Date
--------------------       -------------------------      ----------------------

 /s/ Lionel Rotcage
--------------------       President & Chairman           June 06, 2001
Lionel Rotcage

 /s/ Cedric Colnot
--------------------       Vice-President & Director      June 06, 2001
Cedric Colnot

/s/ Patrick Misko
--------------------       Vice-President & Director      June 06, 2001
Patrick Misko

/s/ Serge Parienti
--------------------       Vice-President, Secretary      June 06, 2001
Serge Parienti              & Director
EXHIBIT 5.1 and 23.2

July 12, 2001

Board of Directors
Elva International, Inc.
383 Diablo Road, Suite 100
Danville, CA     94526

Gentlemen:

At your request,  we have examined the Registration  Statement on Form S-8 to be
filed by you with the  Securities  and Exchange  Commission on or about July 12,
2001 , in connection with the registration  under the Securities Act of 1933, as
amended,  of 800,000  shares of the  Company's  Common  Stock,  par value  .0001
(exclusive of any securities  associated  therewith,  the "Stock") to be sold by
you pursuant to the Company's Year 2001  Employee/Consultant  Stock Compensation
Plan. (the "Plan").

As your counsel,  we have examined the proceedings  relating to and action taken
by you in connection with the adoption of the Plan.

It is our opinion  that the  800,000  shares of the Stock that may be issued and
sold by the  Company  pursuant  to the Plan,  when issued and sold in the manner
provide in the Plan, will be validly issued, fully-paid and non-assessable.

We  consent  to the  use of  this  opinion  as an  exhibit  to the  Registration
Statement  and  further  consent  to all  references  to us in the  Registration
Statement and any  amendments  thereto.  In providing  this  consent,  we do not
thereby  admit that we are  within the  category  of  persons  whose  consent is
required  under  Section  7 of the  Securities  Act of 1933,  or the  rules  and
regulations of the Commission thereunder.

Very truly yours,

/s/ Mintmire & Associates
--------------------------
MINTMIRE & ASSOCIATES
EXHIBIT 10.1

              YEAR 2001 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN

I.   PURPOSE OF THE PLAN.

     The  purpose of this Plan is to further  the growth of Elva  International,
Inc.,  by  allowing  the Company to  compensate  consultants  and certain  other
Employees who have provided bona fide services to the Company, through the award
of Common Stock of the Company.

II.  DEFINITIONS.

     Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:

     1.   "Award"  means  any  grant  of (i)  Common  Stock or (ii)  options  or
          warrants to purchase Common Stock made under this Plan.

     2.   "Board of Directors" means the Board of Directors of the Company.

     3.   "Code" means the Internal Revenue Code of 1986, as amended.

     4.   "Common Stock" means the Common Stock of the Company.

     5.   "Date of Grant"  means the day the Board of Directors  authorized  the
          grant of an Award or such later date as may be  specified by the Board
          of Directors as the date a particular Award will become effective.

     6.   "Consultant"  means any person or entity (i) who has  rendered or will
          render bona fide services to the Company, and (ii) who, in the opinion
          of the Board of  Directors,  are in a  position  to make,  or who have
          previously  made,  a  significant  contribution  to the success of the
          Company.

     7.   "Subsidiary" means any corporation that is a subsidiary with regard to
          as that term is defined in Section 424(f) of the Code.

III. EFFECTIVE DATE OF THE PLAN.

     The effective date of this Plan is June 1, 2001.

IV.  ADMINISTRATION OF THE PLAN.

     The Board of Directors will be responsible for the  administration  of this
Plan, and will grant Awards under this Plan.  Subject to the express  provisions
of this  Plan and  applicable  law,  the  Board of  Directors  shall  have  full
authority and sole and absolute discretion to interpret this Plan, to prescribe,
amend and rescind  rules and  regulations  relating to it, and to make all other
determinations
which it believes to be necessary or advisable in  administering  this Plan. The
determinations  of the Board of  Directors  on the  matters  referred to in this
Section shall be conclusive. The Board of Directors shall have sole and absolute
discretion  to amend this  Plan.  No member of the Board of  Directors  shall be
liable for any act or omission in  connection  with the  administration  of this
Plan unless it resulted from the member's willful misconduct.

V.   STOCK SUBJECT TO THE PLAN.

     The  maximum  number of shares of Common  Stock as to which  Awards  may be
granted under this Plan is 800,000 shares which number represents 800,000 shares
not yet issued under the Plan.  The Board of Directors  may increase the maximum
number of shares of Common  Stock as to which Awards may be granted at such time
as it deems advisable.

II   PERSONS ELIGIBLE TO RECEIVE AWARDS.

     Awards may be granted only to Consultants and Employees.

II   GRANTS OF AWARDS.

     Except as otherwise  provided  herein,  the Board of  Directors  shall have
complete  discretion to determine  when and to which  Consultants  and Employees
Awards are to be granted,  and the number of shares of Common  Stock as to which
Awards granted to each  Consultant  and Employee will relate,  and the terms and
conditions upon which an Award may be issued (including, without limitation, the
date of  exercisability,  exercise price and term of any Award which constitutes
an option or warrant to purchase Common Stock). No grant will be made if, in the
judgment  of the Board of  Directors,  such a grant  would  constitute  a public
distribution  within the meaning of the  Securities Act of 1933, as amended (the
"Act"), or the rules and regulations promulgated thereunder.

II   DELIVERY OF STOCK CERTIFICATES.

     As promptly as practicable  after  authorizing  the grant of an Award,  the
Company  shall  deliver  to the  person who is the  recipient  of the  Award,  a
certificate or certificates  registered in that person's name,  representing the
number of shares  of  Common  Stock  that  were  granted.  If  applicable,  each
certificate shall bear a legend to indicate that the Common Stock represented by
the certificate was issued in a transaction  which was not registered  under the
Act, and may only be sold or  transferred  in a  transaction  that is registered
under the Act or is exempt from the registration requirements of the Act.

IX.  RIGHT TO CONTINUED ENGAGEMENT.

     Nothing  in this Plan or in the  grant of an Award  shall  confer  upon any
Consultant  the  right to  continued  engagement  by the  Company  nor  shall it
interfere with or restrict in any way the rights of the Company to discharge any
Consultant or to terminate any consulting relationship at any time.

X.   LAWS AND REGULATIONS.

     1.   The  obligation  of the Company to sell and  deliver  shares of Common
          Stock on the grant of an Award under this Plan shall be subject to the
          condition that counsel for
the Company be satisfied  that the sale and delivery  thereof will not
          violate the Act or any other applicable laws, rules or regulations.

     2.   This Plan is intended to meet the  requirements of Rule 16b-3 in order
          to provide officers and directors with certain exemptions from Section
          16(b) of the Securities Exchange Act of 1934, as amended.

XI.  TERMINATION OF THE PLAN.

     The Board of Directors  may suspend or  terminate  this Plan at any time or
from time to time,  but no such action  shall  adversely  affect the rights of a
person granted an Award under this Plan prior to that date.

XII. DELIVERY OF PLAN.

     A copy of this Plan shall be delivered to all participants, together with a
copy of the resolution or resolutions of the Board of Directors  authorizing the
granting of the Award and establishing the terms, if any, of participation.
EXHIBIT 23.1

                                DURLAND & COMPANY
                          Certified Public Accountants
                           A Professional Association
                           Palm Beach, FL 33480 (561)
                            822-9995 o FAX: 822-9942

                          INDEPENDENT AUDITORS CONSENT

We  hereby   consent  to  the  use  in  the   Registration   Statement  of  Elva
International,  Inc.  on Form S-8 to be filed on or about July 11, 2001 with the
Securities  and  Exchange  Commission  our report  dated  March 15,  2001 on the
consolidated  financial statements of Elva International Inc. which expresses an
unqualified  opinion and includes an explanatory  paragraph  relating to a going
concern uncertainty.

                                                           /s/ Durland & Company
                                                   Durland & Company, CPAs, P.A.
Palm Beach, Florida
July 11, 2001