**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-Q**

 

| x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
|---|-----------------------------------------------------------------------------------------|

For the quarterly period ended May 31, 2009

 

| [_] | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
|-----|------------------------------------------------------------------------------------------|

For the transition period from ______to ______

 

Commission file number: **000-25591**
| **CHINA ELITE INFORMATION CO., LTD.**                  |  |
|--------------------------------------------------------|--|
| (Exact name of Registrant as Specified in its Charter) |  |

             
| **BRITISH VIRGIN ISLANDS**                                                                                                                                                                                                                                                                                                                                                                                                                                                     |        | **  11-3462369**                               |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------|--------|
| (State or other jurisdiction of incorporation or organization)                                                                                                                                                                                                                                                                                                                                                                                                            |   | (IRS Employer                        Identification No.) |        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |        |                                                          |        |
| **c/o DeHeng Chen, LLC, 225 Broadway, Suite 1910, NY, NY**                                                                                                                                                                                                                                                                                                                                                                                                                     |        | **10007**                                                |        |
| (Address of Principal Executive Offices)                                                                                                                                                                                                                                                                                                                                                                                                                                       |        | (Zip Code)                                               |        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |        |                                                          |        |
| **                               (212)                        608-6500                                        ** |
| (Registrant’s telephone number, including area code)                                                                                                                                                                                                                                                                                                                                                                                                                     |

**                               **

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 xNo [_]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

| [_] Large accelerated filer | [_] Accelerated filer |
|-----------------------------|-----------------------|

| [_] Non-accelerated filer | xSmaller reporting company |
|---------------------------|----------------------------|

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes xNo [_]

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of July 1, 2009, there were 11,200,000shares of common stock outstanding.

 

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**CHINA ELITE INFORMATION CO., LTD.**

**FORM 10-Q**

**FOR THE THREE MONTHS ENDED MAY 31, 2009**

 

**INDEX**

 

**Page**

**Number**

 

| PART I. FINANCIAL INFORMATION | 1 |
|-------------------------------|---|

|   | Item 1.     Financial Statements | 1 |
|--------|------------------------------------------------------|---|

|   |    Interim Balance Sheets | 1 |
|--------|-------------------------------------|---|

|   |    Interim Statements of Operations | 2 |
|--------|-----------------------------------------------|---|

|   |    Interim Statements of Cash Flows | 3 |
|--------|-----------------------------------------------|---|

|   |    Notes to Interim Financial Statements | 4 |
|--------|----------------------------------------------------|---|

|   | Item 2.      Management’s Discussion and Analysis of Financial Condition and Results of Operations | 5 |
|--------|-----------------------------------------------------------------------------------------------------------------------------------|---|

|   | Item 4T.  Controls and Procedures | 7 |
|--------|----------------------------------------|---|

| PART II. OTHER INFORMATION | 7 |
|----------------------------|---|

|   | Item 1.      Legal Proceedings | 7 |
|--------|---------------------------------------------------------|---|

|   | Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds | 7 |
|--------|--------------------------------------------------------------------------------------------------------|---|

|   | Item 3.    Defaults Upon Senior Securities | 7 |
|--------|----------------------------------------------------------------|---|

|   | Item 4.    Submission of Matters to a Vote of Security Holders | 8 |
|--------|------------------------------------------------------------------------------------|---|

|   | Item 5.    Other Information | 8 |
|--------|---------------------------------------------|---|

|   | Item 6.    Exhibits | 8 |
|--------|-----------------------------------------|---|

| SIGNATURES | 9 |
|------------|---|

 

 

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**PART I. FINANCIAL INFORMATION**

| **Item 1.** | **Financial Statements** |
|-------------|--------------------------|

 

**CHINA ELITE INFORMATION CO., LTD.**

(A Development Stage Company)

**INTERIM BALANCE SHEETS**

 

 

| **(Expressed in U.S. Dollars)**                                                                 |   | **May 31,****2009****(Unaudited)** |     | **November 30,****2008****(Audited)** |   |
|-------------------------------------------------------------------------------------------------|--------|------------------------------------|----------|---------------------------------------|--------|
|                                                                                            |   |                               |     |                                  |   |   |   |
| **ASSETS**                                                                                      |   |                               |     |                                  |   |   |   |
| Current Assets                                                                                  |   |                               |     |                                  |   |   |   |
| Prepayment                                                                                      |   | $                                  | 204      |                                  | $      | 26 |   |
| Total current assets                                                                            |   |                               | 204      |                                  |   | 26 |   |
|                                                                                            |   |                               |     |                                  |   |   |   |
| Total assets                                                                                    |   | $                                  | 204      |                                  | $      | 26 |   |
|                                                                                            |   |                               |     |                                  |   |   |   |
| **LIABILITIES AND STOCKHOLDERS’ DEFICIENCY**                                              |   |                               |     |                                  |   |   |   |
| Current Liabilities                                                                             |   |                               |     |                                  |   |   |   |
| Accounts payable and accrued expenses                                                           |   | $                                  | 7,651    |                                  | $      | 14,138 |   |
| Loans from shareholder                                                                          |   |                               | 479,196  |                                  |   | 446,733 |   |
| Total current liabilities                                                                       |   |                               | 486,847  |                                  |   | 460,871 |   |
|                                                                                            |   |                               |     |                                  |   |   |   |
| Commitments and Contingencies                                                                   |   |                               |     |                                  |   |   |   |
|                                                                                            |   |                               |     |                                  |   |   |   |
| Stockholders’ Deficiency                                                                  |   |                               |     |                                  |   |   |   |
| Preferred stock: $0.01 par value; 10,000,000 shares authorized; issued and outstanding: none    |   |                               | —  |                                  |   | — |   |
| Common stock: $0.01 par value; 50,000,000 shares authorized; issued and outstanding: 11,200,000 |   |                               | 112,000  |                                  |   | 112,000 |   |
| Additional paid in capital                                                                      |   |                               | 154,465  |                                  |   | 154,465 |   |
| Deficit accumulated during the development stage                                                |   |                               | (753,108 | )                                     |   | (727,310 | ) |
| Total stockholders’ deficiency                                                            |   |                               | (486,643 | )                                     |   | (460,845 | ) |
|                                                                                            |   |                               |     |                                  |   |   |   |
| Total liabilities and stockholders’ deficiency                                            |   | $                                  | 204      |                                  | $      | 26 |   |

 

 

**See condensed notes to financial statements.**

 

1

 

 

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**CHINA ELITE INFORMATION CO., LTD.**

(A Development Stage Company)

**INTERIM STATEMENTS OF OPERATIONS**

**(Unaudited)**

**For the three and six months ended May 31, 2009 and 2008, and**

**for the period from inception (December 19, 1997) to May 31, 2009**

 

 

| **(Expressed in U.S. Dollars)**            |   | **Cumulative****from****inception** |        | **Six months ended****May 31,** |   | **Three months ended****May 31,** |   |
|--------------------------------------------|--------|-------------------------------------|-------------|---------------------------------|--------|-----------------------------------|--------|
|                                       |   | **2009**                            |        | **2008**                        |   | **2009**                          |   | **2008** |   |
|                                       |   |                                |        |                            |   |                              |   |   |   |   |   |   |   |   |   |   |
| **Revenues**                               |   | $                                   | **—** |                            | $      | **—**                       |   | $ | **—** |   | $ | — |   | $ | — |   |
|                                       |   |                                |        |                            |   |                              |   |   |   |   |   |   |   |   |   |   |
| **General and administrative expenses**    |   |                                |        |                            |   |                              |   |   |   |   |   |   |   |   |   |   |
| Salaries and benefits                      |   |                                | 181,888     |                            |   | —                           |   |   | — |   |   | — |   |   | — |   |
| General and administrative                 |   |                                | 500,352     |                            |   | 25,798                            |   |   | 20,921 |   |   | 15,721 |   |   | 11,804 |   |
| Consulting fees – related party      |   |                                | 150,000     |                            |   | —                           |   |   | — |   |   | — |   |   | — |   |
| Total general and administrative expenses  |   |                                | 832,240     |                            |   | 25,798                            |   |   | 20,921 |   |   | 15,721 |   |   | 11,804 |   |
|                                       |   |                                |        |                            |   |                              |   |   |   |   |   |   |   |   |   |   |
| **Operating loss**                         |   |                                | (832,240    | )                               |   | (25,798                           | )      |   | (20,921 | ) |   | (15,721 | ) |   | (11,804 | ) |
|                                       |   |                                |        |                            |   |                              |   |   |   |   |   |   |   |   |   |   |
| **Other income (expense)**                 |   |                                |        |                            |   |                              |   |   |   |   |   |   |   |   |   |   |
| Loss on disposal of property and equipment |   |                                | (1,473      | )                               |   | —                           |   |   | — |   |   | — |   |   | — |   |
| Interest expense                           |   |                                | (53,956     | )                               |   | —                           |   |   | — |   |   | — |   |   | — |   |
| Interest income                            |   |                                | 134,561     |                            |   | —                           |   |   | — |   |   | — |   |   | — |   |
| Total other income (expense)               |   |                                | 79,132      |                            |   | —                           |   |   | — |   |   | — |   |   | — |   |
|                                       |   |                                |        |                            |   |                              |   |   |   |   |   |   |   |   |   |   |
| **Net loss**                               |   | $                                   | (753,108    | )                               | $      | (25,798                           | )      | $ | (20,921 | ) | $ | (15,721 | ) | $ | (11,804 | ) |
|                                       |   |                                |        |                            |   |                              |   |   |   |   |   |   |   |   |   |   |
| **Basic and diluted net loss per share**   |   |                                |        |                            | $      | —                           |   | $ | — |   | $ | — |   | $ | — |   |
|                                       |   |                                |        |                            |   |                              |   |   |   |   |   |   |   |   |   |   |
| **Weighted average shares outstanding**    |   |                                |        |                            |   | 11,200,000                        |   |   | 11,200,000 |   |   | 11,200,000 |   |   | 11,200,000 |   |

 

 

**See condensed notes to financial statements.**

 

2

 

 

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**CHINA ELITE INFORMATION CO., LTD.**(A Development Stage Company)

**INTERIM STATEMENTS OF CASH FLOWS**

**(Unaudited)**

**For the six months ended May 31, 2009 and 2008, and**

**for the period from inception (December 19, 1997) to May 31, 2009**

 

| **(Expressed in U.S. Dollars)**                                                      |   | **Cumulative****from****inception** |       | **Six months ended****May 31,** |        |
|--------------------------------------------------------------------------------------|--------|-------------------------------------|------------|---------------------------------|--------|
|                                                                                      |        | **2009**                            |       | **2008**                        |   |
|                                                                                 |   |                                |       |                            |   |   |   |   |   |   |
| **Cash flows from operating activities**                                             |   |                                |       |                            |   |   |   |   |   |   |
| **Net loss**                                                                         |   | $                                   | (753,108   | )                               | $      | (25,798 | ) | $ | (20,921 | ) |
| **Adjustments to reconcile net loss to net cash flows used in operating activities** |   |                                |       |                            |   |   |   |   |   |   |
| Depreciation and organization costs                                                  |   |                                | 11,492     |                            |   | — |   |   | — |   |
| Loss on disposal of property and equipment                                           |   |                                | 1,473      |                            |   | — |   |   | — |   |
| Common stock issued for services                                                     |   |                                | 48,400     |                            |   | — |   |   | — |   |
| (Increase) decrease in interest receivable                                           |   |                                | (1,483     | )                               |   | — |   |   | — |   |
| (Increase) decrease in prepayment                                                    |   |                                | (204       | )                               |   | (178 | ) |   | (174 | ) |
| Increase (decrease) in accounts payable and accrued expenses                         |   |                                | 7,651      |                            |   | (6,487 | ) |   | (9,358 | ) |
| Net cash flows used in operating activities                                          |   |                                | (685,779   | )                               |   | (32,463 | ) |   | (30,453 | ) |
|                                                                                 |   |                                |       |                            |   |   |   |   |   |   |
| **Cash flows from investing activities**                                             |   |                                |       |                            |   |   |   |   |   |   |
| Cash paid for note receivable                                                        |   |                                | (1,117,602 | )                               |   | — |   |   | — |   |
| Cash received from note receivable                                                   |   |                                | 1,117,602  |                            |   | — |   |   | — |   |
| Cash paid for equipment                                                              |   |                                | (11,465    | )                               |   | — |   |   | — |   |
| Net cash flows used in investing activities                                          |   |                                | (11,465    | )                               |   | — |   |   | — |   |
|                                                                                 |   |                                |       |                            |   |   |   |   |   |   |
| **Cash flows from financing activities**                                             |   |                                |       |                            |   |   |   |   |   |   |
| Loans from shareholder                                                               |   |                                | 493,593    |                            |   | 32,463 |   |   | 30,453 |   |
| Proceeds from issuance of stock                                                      |   |                                | 1,531,250  |                            |   | — |   |   | — |   |
| Cash paid for stock redemption                                                       |   |                                | (150,000   | )                               |   | — |   |   | — |   |
| Deferred offering costs against capital                                              |   |                                | (25,927    | )                               |   | — |   |   | — |   |
| Acquisition of treasury stock                                                        |   |                                | (1,151,672 | )                               |   | — |   |   | — |   |
| Net cash flows provided by financing activities                                      |   |                                | 697,244    |                            |   | 32,463 |   |   | 30,453 |   |
|                                                                                 |   |                                |       |                            |   |   |   |   |   |   |
| Increase (decrease) in cash and cash equivalents                                     |   |                                | —    |                            |   | — |   |   | — |   |
|                                                                                 |   |                                |       |                            |   |   |   |   |   |   |
| Cash and cash equivalents, beginning of period                                       |   |                                | —    |                            |   | — |   |   | — |   |
|                                                                                 |   |                                |       |                            |   |   |   |   |   |   |
| Cash and cash equivalents, end of period                                             |   | $                                   | —    |                            | $      | — |   | $ | — |   |
|                                                                                 |   |                                |       |                            |   |   |   |   |   |   |
| **Cash paid for interest and income taxes**                                          |   | $                                   | —    |                            | $      | — |   | $ | — |   |
|                                                                                 |   |                                |       |                            |   |   |   |   |   |   |
| **Supplemental noncash investing and financing activities:**                         |   |                                |       |                            |   |   |   |   |   |   |
| Common stock issued for services                                                     |   | $                                   | 48,400     |                            | $      | — |   | $ | — |   |
| Loans payable converted to additional paid in capital                                |   | $                                   | 14,397     |                            | $      | — |   | $ | — |   |

 

**See condensed notes to financial statements.**

3

 

 

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**CHINA ELITE INFORMATION CO., LTD.**

(A Development Stage Company)

**NOTES TO INTERIM FINANCIAL STATEMENTS             **
|   |  |
|--------|--|

**NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES**

 

The accompanying unaudited financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America. However, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted or condensed pursuant to the rules and regulations of the            Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation have been included. The results for interim periods are not necessarily indicative of results for the entire year. These condensed financial statements and accompanying notes should be read in conjunction with the Company’s annual financial statements and the notes thereto for the fiscal year ended November 30,            2008 included in its Annual Report on Form 10-KSB.

 

**Loss Per Share**

Basic earnings or (loss) per share (“EPS”) is computed as net loss divided by the weighted average number of shares outstanding during the period in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings Per Share”. Diluted EPS includes the effect from potential dilutive securities and is equal to basic loss per share for all periods            presented because there are no potential dilutive securities. All per share information is adjusted retroactively to reflect stock splits and changes in par value.

**NOTE 2 – GOING CONCERN**

 

The accompanying unaudited financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern. However, the Company has limited operations and has sustained substantial operating losses in recent years resulting in a substantial accumulated deficit. The Company’s            cash requirements for working capital have been satisfied through loans from its majority shareholder and the Company expects to obtain additional capital through shareholder loans and/or a debt or equity financing to continue its operations. There is no assurance the Company will be successful in raising the needed additional capital or that such additional funds will be available for the Company on acceptable terms, if at all. The Company’s President, who is also the            majority shareholder, has orally agreed to fund its operations for the next twelve months, based on the Company’s current level of expenditures, as necessary. However, the Company’s need for capital may change dramatically if it acquires a suitable business opportunity during that period. In view of these matters, the continued existence of the Company is dependent upon its ability to meet its financing requirements on a continuing basis and to succeed in its future            operations. 

 

Management’s plans are to identify and pursue profitable business opportunities through mergers and acquisitions, so as to diversify the business risks and maximize the returns to stockholders.

 

To meet these objectives, the Company plans to seek potential merger candidates and expects to raise additional capital, through private equity and/or debt investment in order to support existing operations and expand the range and scope of its business. There is no assurance that such 

 

4

 

 

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additional funds will be available for the Company on acceptable terms, if at all. Management believes that actions presently taken to revise the Company’s operating and financial requirements provide the opportunity for the Company to continue as a going concern. The Company’s ability to achieve these objectives cannot be determined at this time. If the Company is unsuccessful in its            endeavors, it may have to cease operations. 

 

**NOTE 3 – RELATED PARTY TRANSACTIONS**

 

Amount due to a stockholder of $479,196 at May 31, 2009 represents a series of advances from the majority stockholder to fund working capital requirements. There is no note and the amounts are unsecured, interest-free, and repayable on demand. The Company’s President has orally agreed to fund the Company’s operations for at least the next twelve months. 

 

| **Item 2.** | **Management’s Discussion and Analysis of Financial Condition and Results of Operations** |
|-------------|-------------------------------------------------------------------------------------------------|

 

**PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS**

 

The statements contained in this Form 10-Q that are not purely historical are forward-looking statements. These include statements about the Company’s expectations, beliefs, intentions or strategies for the future, which are indicated by words or phrases such as “anticipate”, “expect”, “intend”, “plan”, “will”, “the Company            believes”, “management believes” and similar words or phrases. The forward-looking statements are based on the Company’s current expectations and are subject to certain risks, uncertainties and assumptions. The Company’s actual results could differ materially from results anticipated in these forward-looking statements. All forward-looking statements included in this document are based on information available to the Company on the date hereof, and the            Company assumes no obligation to update any such forward-looking statements. Readers are also urged to carefully review and consider the various disclosures made by the Company that are to advise interested parties of the factors which affect the Company’s business, in this report, as well as the Company’s periodic reports on Forms 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission.

 

These risks and uncertainties, many of which are beyond our control, include (i) the sufficiency of existing capital resources and the Company’s ability to raise additional capital to fund cash requirements for future operations; (ii) uncertainties involved in the acquisition of an operating business in targeted industry and/or a targeted geographic region; (iii) the Company’s ability to            achieve sufficient revenues through an operating business to fund and maintain operations; (iv) volatility of the stock market; and (v) general economic conditions. Although the Company believes the expectations reflected in these forward-looking statements are reasonable, such expectations may prove to be incorrect. Investors should be aware that they could lose all or substantially all of their investment.

 

Critical Accounting Policies

 

Based on the Company’s current level of limited operations and development stage status, the Company does not believe it has any critical accounting policies or estimates at this time.

 

Results of Operations – The Three Months Ended May 31, 2009 Compared to May 31, 2008

 

*Revenues*

 

5

 

 

----

The Company did not recognize any revenue in each of the three-month periods ended May 31, 2009 and 2008.

 

*General and Administrative* 

 

General and administrative expenses consist primarily of public company compliance expenses, including legal and accounting expenses. General and administrative expenses for the three-month period ended May 31, 2009 increased 33.2%, or $3,917, to $15,721 from $11,804 for the three-month period ended May 31, 2008. This increase was due primarily to the expense of engaging a new independent auditor and            filing current reports with the Securities and Exchange Commission in connection with the change of independent auditors.

 

*Other (Income) Expense*

 

The Company did not incur any interest expense or earn any interest income for the three-month periods ended May 31, 2009 and 2008.

 

Results of Operations – The Six Months Ended May 31, 2009 Compared to May 31, 2008

 

*Revenues*

 

The Company did not recognize any revenue in each of the six-month periods ended May 31, 2009 and 2008.

 

*General and Administrative* 

 

General and administrative expenses consist primarily of public company compliance expenses, including legal and accounting expenses. General and administrative expenses for the six-month period ended May 31, 2009 increased 23.3%, or $4,877, to $25,798 from $20,921 for the six-month period ended May 31, 2008. This increase was due primarily to the expense of engaging a new independent auditor and            filing current reports with the Securities and Exchange Commission in connection with the Company’s change of independent auditors.

 

*Other (Income) Expense*

 

The Company did not incur any interest expense or earn any interest income for the six-month periods ended May 31, 2009 and 2008.

 

Capital Resources and Liquidity

 

The Company does not currently have any cash or have any other significant assets. However, the Company believes that, based on an oral commitment from its President and majority shareholder to fund the Company’s operating activities at its current level of expenditures, it has sufficient resources to meet the anticipated needs of its operations, such as maintaining its required continuous            disclosure and reporting requirements with the Securities and Exchange Commission, for the next twelve months, though there can be no assurances to that effect. The Company had no revenues for the six months ended May 31, 2009 and its need for capital may change dramatically if it acquires a suitable business opportunity during the next twelve months. Therefore, the Company plans to rely on shareholder loans and the raising of debt or equity capital to continue its operations. There            is no assurance the Company will be successful in raising the needed capital.

 

6

 

 

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We have incurred net losses since inception, expect to incur losses in the future associated with the costs of operating as a public company, and may never achieve revenues or profitability unless we complete a successful merger. We are a development stage company and have never recognized any revenue from the sale of products or any other source. Our operating losses have had, and will continue to            have, an adverse impact on our working capital, total assets and stockholders’ equity. We do not know when or if we will ever generate revenue or become profitable because of the significant uncertainties with respect to our ability to acquire a suitable business opportunity.

 

Off-Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

| **Item 4T.** | **Controls and Procedures** |
|--------------|-----------------------------|

 

Evaluation of Disclosure Controls and Procedures

 

The Company’s Chief Executive Officer and Chief Financial Officer (the “Certifying Officer”) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Certifying Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by            us in the reports that we file or submit under the Exchange Act is (a) accumulated and communicated to our management, including our Certifying Officer, as appropriate to allow timely decisions regarding required disclosure; and (b) recorded, processed, summarized and reported, within the time specified in the SEC’s rules and forms. Since that evaluation process was completed, there have been no significant changes in our disclosure controls or in other factors that could            significantly affect these controls.

 

Changes in Internal Controls over Financial Reporting

 

There were no changes in our internal controls over financial reporting identified in connection with this evaluation that occurred during the period covered by this report that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

**PART II. OTHER INFORMATION**

 

| **Item 1.** | **Legal Proceedings** |
|-------------|-----------------------|

 

|   | None. |
|--------|-------|

 

| **Item 2.** | **Unregistered Sales of Equity Securities and Use of Proceeds** |
|-------------|-----------------------------------------------------------------|

 

|   | None. |
|--------|-------|

 

| **Item 3.** | **Defaults Upon Senior Securities** |
|-------------|-------------------------------------|

 

|   | None. |
|--------|-------|

 

 

7

 

 

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| **Item 4.** | **Submission of Matters to a Vote of Security Holders** |
|-------------|---------------------------------------------------------|

 

|   | None. |
|--------|-------|

 

| **Item 5.** | **Other Information** |
|-------------|-----------------------|

 

|   | None. |
|--------|-------|

 

| **Item 6.** | **Exhibits** |
|-------------|--------------|

 

|   | (a) | Exhibits: |
|--------|-----|-----------|

 

Exhibit 31 - Certification of President, Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

Exhibit 32 - Certification of President, Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

8

 

 

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******SIGNATURES**

 

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

|   | **CHINA ELITE INFORMATION CO., LTD.** |
|--------|---------------------------------------|

 

 

| Date: July 2, 2009 | By | /s/ Li Kin Shing |
|--------------------|----|------------------|

|   | --------------------------------------------- |
|--------|-----------------------------------------------|

|   | Li Kin Shing |
|--------|--------------|

|   | President and Chief Executive Officer |
|--------|---------------------------------------|

 

 

9