UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-QSB   x
        Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period ended August 31, 2005  [_]
        Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934For 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
        (IRS Employerincorporation or organization)
        Identification No.)  c/o DeHeng Chen Chan, 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)  Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YesxNo [_]  Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).  YesxNo [_]  State the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: As of October 14, 2005, there were 11,200,000shares of common stock outstanding.  Transitional Small Business Disclosure Format (Check one):Yes [__]   Nox    CHINA ELITE INFORMATION CO., LTD.

FORM 10-QSB

FOR THE THREE MONTHS ENDED AUGUST 31, 2005



INDEX



Page

Number




PART I.  FINANCIAL INFORMATION
        1Item 1.
        Financial Statements
        1Interim Balance Sheets
        1Interim Statements of Operations
        2Interim Statements of Cash Flows
        3Notes to Interim Financial Statements
        4Item 2.
        Managements Discussion and Analysis or Plan of Operations
        5Item 3.
        Controls and Procedures
        6PART II.  OTHER INFORMATION
        7Item 1.
        Legal Proceedings
        7Item 2.
        Unregistered Sales of Equity Securities and Use of Proceeds
        7Item 3.
        Defaults Upon Senior Securities
        7Item 4.
        Submission of Matters to a Vote of Security Holders
        7Item 5.
        Other Information
        7Item 6.
        Exhibits
        7SIGNATURES
        8


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)
        
        August 31,2005(Unaudited)
        
        November 30,2004(Audited)ASSETS
        
        $
        
        
        $
        LIABILITIES AND STOCKHOLDERS DEFICIENCYCurrent LiabilitiesAccounts payable and accrued expenses
        
        $
        5,067
        
        $
        24,390Loans from shareholder
        
        
        265,704
        
        
        204,668Total current liabilities
        
        
        270,771
        
        
        229,058Commitments and Contingencies
        
        
        
        
        
        Stockholders DeficiencyPreferred 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
        
        
        112,000Additional paid in capital
        
        
        154,465
        
        
        154,465Deficit accumulated during the development stage
        
        
        (537,236
        )
        
        (495,523
        )Total stockholders deficiency
        
        
        (270,771
        )
        
        (229,058
        )Total liabilities and stockholders deficiency
        
        $
        
        
        $
        



See condensed notes to financial statements.




1


CHINA ELITE INFORMATION CO., LTD.

(A Development Stage Company)

INTERIM STATEMENTS OF OPERATIONS

(Unaudited)

For the three and nine months ended August 31, 2005 and 2004

and for the period from inception (December 19, 1997) to August 31, 2005






(Expressed in U.S. Dollars)
        
        Cumulative from inception
        
        Nine months endedAugust 31,
        
        Three months endedAugust 31,2005
        
        2004
        
        2005
        
        2004Revenues
        
        $
        
        
        $
        
        
        $
        
        
        $
        
        
        $
        General and administrative expensesSalaries and benefits
        
        
        181,888
        
        
        
        
        
        
        
        
        
        
        
        General and administrative
        
        
        434,480
        
        
        41,713
        
        
        137,665
        
        
        7,980
        
        
        123,874Total general and administrative expenses
        
        
        616,368
        
        
        41,713
        
        
        137,665
        
        
        7,980
        
        
        123,874Operating loss
        
        
        (616,368
        )
        
        (41,713
        )
        
        (137,665
        )
        
        (7,980
        )
        
        (123,874
        )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
        
        $
        (537,236
        )
        $
        (41,713
        )
        $
        (137,665
        )
        $
        (7,980
        )
        $
        (123,874
        )Basic and diluted net loss per share
        
        
        
        
        $
        
        
        $
        (0.01
        )
        $
        
        
        $
        (0.01
        )Weighted average shares outstanding
        
        
        
        
        
        11,200,000
        
        
        11,200,000
        
        
        11,200,000
        
        
        11,200,000



See condensed notes to financial statements.




2


CHINA ELITE INFORMATION CO., LTD.

(A Development Stage Company)

INTERIM STATEMENTS OF CASH FLOWS

(Unaudited)

For the nine months ended August 31, 2005 and 2004

and for the period from inception (December 19, 1997) to August 31, 2005




(Expressed in U.S. Dollars)
        
        Cumulativefrominception
        
        Nine months endedAugust 31,2005
        
        2004Cash flows from operating activitiesNet loss
        
        $
        (537,236
        )
        $
        (41,713
        )
        $
        (137,665
        )Adjustments to reconcile net loss to net cash flows used in operating activitiesDepreciation and organization costs
        
        
        11,492
        
        
        
        
        
        1,125Loss 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 accounts payable and accrued expenses
        
        
        5,067
        
        
        (19,323
        )
        
        45,202Net cash flows used in operating activities
        
        
        (472,287
        )
        
        (61,036
        )
        
        (91,338
        )Cash flows from investing activitiesCash 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 activitiesLoans from shareholder
        
        
        280,101
        
        
        61,036
        
        
        82,246Proceeds 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
        
        
        483,752
        
        
        61,036
        
        
        82,246Increase (decrease) in cash and cash equivalents
        
        
        
        
        
        
        
        
        (9,092
        )Cash and cash equivalents, beginning of period
        
        
        
        
        
        
        
        
        9,092Cash 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


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, 2004 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 and 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 equity 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 capital or that such additional funds will be available for the Company on acceptable terms, if at all. The Companys President has orally agreed to fund its operations for the
next twelve months, 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. Although the Company does not plan to limit its options to any particular industry, the Company will initially target the telecom industry in the Peoples Republic of China (PRC), including the Hong Kong market. Currently, the Company is exploring a possible transaction with various telecom operators in the PRC. These telecom providers are principally engaged in selling and



4


distribution of telecom services and provision of value-added services, including (but not limited to) operating call centers, providing telemarketing services, customer relationship management services, mobile applications and calling cards.



To meet these objectives, the Company plans to seek potential merger candidates, 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 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 $265,704 at August 31, 2005 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 or Plan of Operations

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS



The statements contained in this Form 10-QSB 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-KSB, 10-QSB 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.






5


Managements Plan of Operation




The Companys plan of operation for the next twelve months is to identify and acquire a favorable business opportunity. The Company does not plan to limit its options to any particular industry, but will evaluate each opportunity on its merits.



The Company has not yet entered into any agreement, nor does it have any commitment to enter into or become engaged in any transaction as of the date of this filing.



The management of the Company endeavors to identify and pursue profitable business opportunities through mergers and acquisitions, so as to diversify the business risks and maximize the returns to stockholders. Although the Company does not plan to limit its options to any particular industry, the Company will initially target the telecom industry in the Peoples Republic of China (PRC), including the Hong Kong market. Currently, the Company is exploring a possible transaction with various telecom operators in the PRC. These telecom providers are principally engaged in selling and distribution of telecom services and provision of value-added services, including (but not limited to) operating call centers, providing telemarketing services, customer relationship management services, mobile applications, and calling cards.



The management believes that, through the prospective mergers and acquisitions in the PRC, the Company could accelerate its developing pace and benefit from the vast opportunities brought by the continual growth in the PRC economy and the PRCs accession to the World Trade Organization.



The Company has no current plans to (i) purchase or sell of any plant or equipment, (ii) change the number of employees, or (iii) incur any significant research and development expenses. The Companys plans may change if it is able to identify and acquire a suitable business acquisiton.



Capital Resources and Liquidity



The Company does not currently have any cash in its bank account or have any other assets, however management believes, based on its 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 the Companys 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 three and nine months ended August 31, 2005 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.




Item 3.
        Controls and Procedures

Evaluation of Disclosure Controls and Procedures



The Companys Chief Executive Officer and Chief Financial Officer (the Certifying Officer) maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely. Under the supervision and with the participation of management, at the end of the period covered by this report the Certifying Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or









6


15d-15(e) under the Exchange Act). Based upon that evaluation, the Certifying Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relative to our company required to be disclosed in our periodic filings with the SEC.



Changes in Internal Controls



Our Certifying Officer has indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of his evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses.



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.


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.





7


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:  October 14, 2005
        By
        /s/ Li Kin ShingLi Kin ShingPresident and Chief Executive Officer



8