UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-KSB  x
        Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended November 30, 2006  [_]
        Transition report under 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 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)  Securities registered under Section 12(b) of the Exchange Act:None  Securities registered under Section 12(g) of the Exchange Act:Common Stock, $0.01 par value  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 [_]  Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.x   Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).   YesxNo [_]



Revenues for the year ended November 30, 2006:$0



As of March 15, 2007, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $0.



As of March 15, 2007, there were 11,200,000shares of common stock outstanding.



Documents Incorporated by Reference:

None.




Transitional
        Small Business Disclosure Format (Check one):  Yes [_]
    Nox



CHINA ELITE INFORMATION CO., LTD.

FORM 10-KSB

FOR THE YEAR ENDED NOVEMBER 30, 2006



INDEX







Page
      NumberPART
      I
    
    1Item
      1
    Description
      of Business
    1Item
      2
    Description
      of Properties
    4Item
      3
    Legal
      Proceedings
    5Item
      4
    Submission
      of Matters to a Vote of Security Holders
    5PART
      II
    
    5Item
      5
    Market
      for Registrants Common Equity and Related Stockholder Matters
    5Item
      6
    Managements
      Discussion and Analysis or Plan of Operation
    6Item
      7
    Financial
      Statements
    10Item
      8
    Changes
      in and Disagreements with Accountants on Accounting and 
      Financial Disclosure
    24Item
      8A
    Controls
      and Procedures
    24Item
      8B
    Other
      Information
    24PART
      III
    
    24Item
      9
    Directors,
      Executive Officers, Promoters and Control Persons;
      Compliance with Section 16(a) of  the Exchange Act
    24Item
      10
    Executive
      Compensation
    26Item
      11
    Security
      Ownership of Certain Beneficial Owners and Management
    27Item
      12
    Certain
      Relationships and Related Transactions, and Director Independence
    28Item
      13
    Exhibits
    30Item
      14
    Principal
      Accountant Fees and Services
    30SIGNATURES
    
    32

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS



The statements contained in this Form 10-KSB 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.



PART I




Item 1.
        Description of Business



China Elite Information Co., Ltd., formerly known as Relocate 411.com, Inc., was initially organized under the laws of the State of Delaware on December 19, 1997 under the name of Stateside Fundings, Inc.



A Summary of What We Do



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.



At present we have no real property and we maintain an office at the offices at c/o DeHeng Chen Chan, LLC, 225 Broadway, Suite 1910, New York, New York 10007. Our telephone number is (212) 608-6500.



1



Our History



On December 19, 1997, we were organized in the State of Delaware under the name of Stateside Fundings, Inc. We initially adopted a fiscal year ending November 30. On January 26, 2000, the stockholders of Relocate411.com, Inc., a New York corporation, completed a merger and stock exchange with us. At the same time as the merger, we issued 5,175,000 shares of our common stock pursuant to a private placement offering and received net proceeds of $1,354,250. The net proceeds received were after a payment of $150,000 to redeem 4,100,000 shares of our common stock from our founder. As part of the merger and stock exchange, we issued 6,600,000 shares of our common stock to the shareholders of Relocate411.com, Inc, (New York corporation) in exchange for receiving all of the shares (66 shares) of Relocate411.com, Inc. Relocate411.com, Inc. became our wholly owned subsidiary. On January 27, 2000, we filed a
certificate of amendment changing our name to Relocate411.com, Inc.



Relocate411.com, Inc., the New York corporation was a predecessor of our company as that term is defined by Item 405 of Regulation C. Relocate 411.com, Inc, the New York corporation, which was incorporated in August 1999, had the same business plan as us in that it was a development stage Internet based company whose goal is to develop a web site to be utilized in various real estate services such as relocation, listings of real estate sales or rentals, mortgage information and other real estate related information or content. The merger and stock exchange between us and Relocate411.com, Inc., New York corporation, was completed on January 26, 2000. Prior to such time the business plan of Stateside Fundings, Inc. was to function as a blank check company as that term is defined in Rule 419 of Regulation C. None of the promoters of the blank check company, Stateside Fundings, Inc., were related in
any way to the officers, directors, affiliates or associates of our present company.



On May 21, 2004, Jandah Management Limited (Jandah), Glory Way Holdings, Limited (GWH) and Good Business Technology Limited (GBT), each a corporation organized under the laws of the British Virgin Islands, enter into privately negotiated transactions with the stockholders of Relocate411.com, Inc. (the Company) to purchase an aggregate of 10,976,000 shares of common stock of the Company, representing 98% of the issued and outstanding shares, for an aggregate purchase price of $350,000.



Jandah acquired 9,276,000 shares of common stock from the three largest shareholders of the Company, Darrel Lerner, Byron Lerner and James Tubbs, for an aggregate purchase price of $307,500. Darrell Lerner retained 224,000 shares of common stock. As a condition to closing, the Company and Mr. Darrell Lerner entered into a six-month consulting agreement pursuant to which Mr. Darrell Lerner assisted the Company with various transition issues and provided other business consulting services. Under this consulting agreement, Mr. Darrell Lerner was paid an aggregate consulting fee of $150,000.



GWH acquired 396,000 shares of common stock for an aggregate purchase price of $9,900 from each the following selling security holders in separate agreements listed in



2



the amendment number 8 to the Companys registration statement on Form SB-2/A (SEC File Number 333-100803) (the SB-2): Anslow & Jaclin, LLP, Frank Massaro, Michael and Thelma Hartman, Nicholas A. Waslyn, Eric Tjaden, Margaret Indelicato, Juan C. Morales, Sheldon Shalom, Patricia Faro and Philip Mazzella.



GWH also acquired an aggregate of 450,000 shares of common stock for an aggregate purchase price of $11,250 from each of Barry Manko (250,000 shares) and Grushko & Mittman (200,000 shares).



GBT acquired an aggregate of 854,000 shares of common stock for an aggregate purchase price of $21,350 from each the following selling security holders in separate agreements listed in the SB-2: Richard Zapolski, William Grimm, Richard Volpe, Mark J. Parendo, Mitch Hershkowitz, Kristine Gentile, Robert M. J.Hartman, Danielle L. Hartman, Martin Miller, Dolores E. Miller, Dolores E. Miller a/c/f Dillon Engel, Drew Goldberg, Carol Sitte, Karen Pasteressa a/c/f, Samantha Pasteressa, Desert Green, Inc., Robert Giambrone, Anthony Giambrone, Melvin D. Bernstein, Linda Bernstein, Beth Sussman, Jeffrey Wenzel, Tracey Wenzel, Harold Sussman, Amy Sussman and Meg L. Sussman. In connection with, and as a condition to the closing of these stock purchase transactions, Darrell Lerner resigned as the sole officer of the Company effective as of May 21, 2004. Pursuant to the Companys Bylaws and applicable SEC
regulations, Mr. Lerner appointed Li Kin Shing, the sole shareholder of Jandah, as the President of the Company and, effective as of June 4, 2004, as member of the board.



On July 21, 2004, our Board of Directors approved the change of the jurisdiction under which the Company was incorporated from the State of Delaware to the British Virgin Islands (BVI) and reincorporated as a British Virgin Islands International Business Company, pursuant to Section 390 of the Delaware General Corporations Law and the applicable laws of the BVI. In connection with this reincorporation, we changed our name from Relocate 411.com, Inc. to China Elite Information Co., Ltd. As a result of the reincorporation, we adopted new corporate governance documents consisting of a Memorandum of Association, Articles of Incorporation and Articles of Continuation.



Our Business



During the past year, our management has endeavored 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 we do not plan to limit our options to any particular industry, we will initially target the telecom industry in the Peoples Republic of China (PRC), including the Hong Kong market. Currently, we are 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.





3



Our management believes that, through the prospective mergers and acquisitions in the PRC, we could accelerate our 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.



We have not been involved in any bankruptcy, receivership or similar proceeding. We have not been involved in any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business.



Our plan of operation for the next twelve months is to identify and acquire a favorable business opportunity. We do not plan to limit our options to any particular industry, but will evaluate each opportunity on its merits.



We have not yet entered into any agreement, nor do we have any commitment to enter into or become engaged in any transaction as of the date of this filing.



We have no current plans to (i) purchase or sell any plant or equipment, (ii) change the number of employees, or (iii) incur any significant research and development expenses. Our plans may change if we are able to identify and acquire a suitable business acquisition.



We believe that we are not a blank check company as that term is defined in Rule 419 of Regulation C under the Rules of the Securities Act of 1933. Except as part of our strategy to expand and grow our business as described above, we do not have any intention of merging with another company or allowing ourselves to be acquired by another company, or to act as a blank check company as defined in Regulation C.



Employees



We currently employ consultants or other professionals as necessary to implement our plan of operation. We will employ additional people as we continue to implement our plan of operation. None of our consultants are covered by a collective bargaining agreement and we believe that our relationship with our consultants is satisfactory.




Item 2.
        Description of Properties



We currently use office space in a building located at c/o DeHeng Chen Chan, LLC, 225 Broadway, Suite 1910, New York, New York 10007. We do not have a formal lease with DeHeng Chen Chan. We have no available cash to invest in real estate, real estate mortgages and/or securities or other interests in persons primarily engaged in real estate activities. If we identify and acquire a suitable business opportunity, we may change this investment policy without a vote of our shareholders. Any suitable business that we may acquire will primarily be for income, although we do reserve the right to acquire any such suitable business for possible capital gain.



4



Item 3.
        Legal Proceedings



To the best of our knowledge, there are no known or pending litigation proceedings against us.




Item 4.
        Submission of Matters to a Vote of Security Holders



There were no matters submitted to a vote of stockholders during the fourth quarter of the fiscal year ended November 30, 2006.



PART II




Item 5.
        Market for Registrants Common Equity and Related Stockholder Matters




There is no established public trading market for our securities. We intend to seek a market maker to apply for a listing on the OTC Bulletin Board in the United States. Our shares are not and have not been listed or quoted on any exchange or quotation system.



Number of Shareholders as of November 30, 2006  9.



Currently, we do not have any outstanding options or warrants to purchase, or securities convertible into, our shares of common stock.



Rule 144 Shares



As of March 15, 2007, we had a total of 11,200,000 common shares outstanding and as of March 15, 2007, only 1,250,000 common shares are available for resale to the public without compliance of Rule 144 (as explained below).  Such shares are comprised of 396,000 shares of our common stock acquired by GWH from the Prior Selling security holders and 854,000 shares of our common stock acquired by GBT from the Prior Selling security holders. All such shares may be sold without complying with the volume and trading limitations of Rule 144 of the Act.



Jandah acquired 9,276,000 shares of common stock from the three largest shareholders of the Company, Darrel Lerner, Byron Lerner and James Tubbs. These shares were acquired by Jandah from affiliates of the Company in a private transaction and, therefore, became eligible for resale under Rule 144 on May 21, 2005.



In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a companys common stock for at least one year is entitled to sell within any three-month period a number of shares that does not exceed the greater of:




1.
        1% of the number of shares of the companys common stock then outstanding which, in our case, would equal approximately 112,000 shares as of March 15, 2007; or




5



2.
        The average weekly trading volume of the companys common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.




Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.



Under Rule 144(k), a person who is not one of the companys affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144. Rule 144(k) is not available for shares held by our affiliates, which are subject to the volume limitations and trading limitations of Rule 144 regardless of how long they have held such shares.



Dividends



To date, we have not declared or paid any dividends on our common shares. We currently do not anticipate paying any cash dividends in the foreseeable future on our common shares. Although we intend to retain our earnings, if any, to finance the development and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.




Item 6.
        Managements Discussion and Analysis or Plan of Operation



The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read in conjunction with our financial statements and notes thereto appearing in this Form 10-KSB.



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



6



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 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 year ended November 30, 2006 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.



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.



Recent Accounting Pronouncements



On June 7, 2005, the FASB issued Statement 154,Accounting Changes and Error Corrections, a replacement of APB Opinion 20 and FASB Statement 3, (SFAS 154). SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle. Previously, most voluntary changes in accounting principles were required recognition via a cumulative effect adjustment within net income (loss) of the period of the change.  SFAS 154 requires retrospective application to prior periods financial statements, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS 154 is effective for accounting



7



changes made in fiscal years beginning after December 15, 2005. The adoption of this standard had no impact to the Companys financial position, results of operations or cash flows.



In February 2006, the FASB issued SFAS 155,Accounting for Certain Hybrid Financial Instruments  an amendment of FASB Statements 133 and 140, (SFAS 155).  SFAS will be effective for the Company beginning January 1, 2007.  The statement permits interests in hybrid financial instruments that contain an embedded derivative that would otherwise require bifurcation, to be accounted for as a single financial instrument at fair value, with changes in fair value recognized in earnings. This election is permitted on an instrument-by-instrument basis for all hybrid financial instruments held, obtained, or issued as of the adoption date. The adoption of this standard had no impact to the Companys financial position, results of operations or cash flows.



In June 2006, the FASB issued Interpretation 48,Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement No.109(FIN 48), which clarifies the accounting for uncertainty in tax positions. This Interpretation requires that the Company recognize in its financial statements the impact of a tax position if that position will more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 are effective for the Company on January 1, 2007, with the cumulative effect of the change in accounting principle, if any, recorded as an adjustment to opening retained earnings. The Company does not expect there to be any significant impact of adopting FIN 48 on its financial position, cash flows and results of operations.



In September 2006, the FASB issued SFAS 157,Fair Value Measurements(SFAS 157), which provides guidance about how to measure assets and liabilities that use fair value. SFAS 157 will apply whenever another US GAAP standard requires (or permits) assets or liabilities to be measured at fair value but does not expand the use of fair value to any new circumstances. This standard also will require additional disclosures in both annual and quarterly reports. SFAS 157 will be effective for financial statements issued for fiscal years beginning after November 15, 2007, and was adopted by the Company effective December 1, 2007. The adoption of this standardis not expected to have any significant impact to the Company.



In September 2006, the SEC staff issued Staff Accounting Bulletin (SAB) 108,Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements(SAB 108). SAB 108 was issued to eliminate the diversity of practice in how public companies quantify misstatements of financial statements, including misstatements that were not material to prior years financial statements.  The Company applied the provisions of SAB 108 to its annual financial statements for the fiscal year ending November 30, 2006 included herein.  The adoption of this standard had no impact to the Companys financial position, results of operations or cash flows.



8



Other recent accounting pronouncements issued by the FASB (including the EITF), the American Institute of Certified Public Accountants (AICPA), and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements.





9



Item 7.
        Financial Statements









INDEX TO FINANCIAL STATEMENTS



Report
      of Independent Registered Public Accounting Firm
    
    F-1Balance Sheets
    
    F-2Statements
      of Operations
    
    F-3Statements
      of Changes in Stockholders Deficiency
    
    F-4Statements
      of Cash Flows
    
    F-6Notes to
      Financial Statements
    
    F-7

10



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of

China Elite Information Co., Ltd.



We have audited the accompanying balance sheets of China Elite Information Co., Ltd., a development stage company, (the Company) as of November 30, 2006 and 2005, and the related statements of operations, changes in stockholders deficiency and cash flows for the fiscal years then ended, and for the period from inception (December 19, 1997) to November 30, 2006. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the cumulative data from inception to November 30, 2003 in the statements of stockholders deficiency, operations and cash flows, which were audited by other auditors whose report, dated December 22, 2003, expressed an unqualified opinion, has been furnished to us. Our opinion, insofar as it relates to the amounts included for
cumulative data from inception to November 30, 2003, is based solely on the report of the other auditors.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of November 30, 2006 and 2005, and the results of its operations and its cash flows for the fiscal years then ended, and for the period from inception (December 19, 1997) to November 30, 2006, in conformity with generally accepted accounting principles in the United States of America.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is a development stage company with no revenues to date and significant recurring net losses resulting in a substantial accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. The Company is devoting substantially all of its present efforts in establishing its business. Managements plans regarding these matters are also described in Note 1. The Companys ability to meet its future financing requirements and the success of future operations cannot be determined at this time. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Clancy and Co., P.L.L.C.

Scottsdale, Arizona



February 27, 2007



F-1



CHINA ELITE INFORMATION CO., LTD.

(a development stage company)

BALANCE SHEETS

NOVEMBER 30, 2006 AND 2005






(Expressed
      in U.S. Dollars)
    2006
    
    2005**ASSETS**
    
    
    $
    
    
    $
    **LIABILITIES
      AND STOCKHOLDERS DEFICIENCY**Current LiabilitiesAccounts
      payable and accrued expenses
    
    
    $
    26,906
    
    $
    15,284Loans
      from shareholder
    
    
    
    319,541
    
    
    266,862Total
      current liabilities
    
    
    
    346,447
    
    
    282,146Commitments
      and ContingenciesStockholders
      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
    
    
    
    (612,912
    )
    
    (548,611
    )Total
      stockholders deficiency
    
    
    
    (346,447
    )
    
    (282,146
    )Total liabilities
      and stockholders deficiency
    
    
    $
    
    
    $
    

The accompanying notes are an integral part of these financial statements.



F-2



CHINA ELITE INFORMATION CO., LTD.

(a development stage company)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED NOVEMBER 30, 2006 AND 2005, AND

FOR THE PERIOD FROM INCEPTION (DECEMBER 19, 1997) TO NOVEMBER 30, 2006






(Expressed
      in U.S. Dollars)
    Cumulative
      from
      inception
    
    2006
    
    2005**Revenues**
    
    
    $
    
    
    $
    
    
    $
    **General
      and administrative expenses**Salaries
      and benefits
    
    
    
    181,888
    
    
    
    
    
    General
      and administrative
    
    
    
    360,156
    
    
    64,301
    
    
    53,088Consulting
      fees  related party
    
    
    
    150,000
    
    
    
    
    
    Total
      general and administrative expenses
    
    
    
    692,044
    
    
    64,301
    
    
    53,088**Operating
      loss**
    
    
    
    (692,044
    )
    
    (64,301
    )
    
    (53,088
    )**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**
    
    
    $
    (612,912
    )
    $
    (64,301
    )
    $
    (53,088
    )**Basic
      and diluted net loss per share**
    
    
    
    
    
    $
    (0.01
    )
    $
    **Weighted
      average shares outstanding**
    
    
    
    
    
    
    11,200,000
    
    
    11,200,000

The accompanying notes are an integral part of these financial statements.



F-3



CHINA ELITE INFORMATION CO., LTD.

(a development stage company)

STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIENCY

FOR THE PERIOD FROM INCEPTION (DECEMBER 19, 1997) TO NOVEMBER 30, 2006





(Expressed
      in U.S. Dollars)
    
    
    Common
      Shares
    
    Common
      Stock
      At Par
      Value
    
    Additional
      Paid In
      Capital
    
    Deficit
      Accumulated
      During the
      Development
      Stage
    
    TotalIssuance
      of common shares on August 24, 1999
    
    
    
    66
    
    $
    
    
    $
    250
    
    $
    
    
    $
    **Balance
       November 30, 1999**
    ****
    ****
    ****
    **66**
    ****
    ****
    ****
    ****
    ****
    **250**
    ****
    ****
    ****
    ****
    ****
    **250**
    ****Issuance
      of shares in private placement and
      merger on January 26, 2000:Private
      placement in cash ($0.29 per share)
    
    
    
    5,175,000
    
    
    51,750
    
    
    1,452,500
    
    
    
    
    
    1,504,250Deferred
      offering costs
    
    
    
    
    
    
    
    
    
    (25,927
    )
    
    
    
    
    (25,927
    )Conversion
      of shares in merger
    
    
    
    11,599,934
    
    
    116,000
    
    
    (114,233
    )
    
    
    
    
    1,767Redemption
      of original shares
    
    
    
    (4,100,000
    )
    
    (41,000
    )
    
    (109,000
    )
    
    
    
    
    (150,000
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    (204,348
    )
    
    (204,348
    )**Balance
       November 30, 2000**
    ****
    ****
    ****
    **12,675,000**
    ****
    ****
    **126,750**
    ****
    ****
    **1,203,590**
    ****
    ****
    **(204,348**
    **)**
    ****
    **1,125,992**
    ****Purchase
      of treasury stock, (7,065,000 shares)
      during January 2001, from initial investors with
      cash ($0.16 per share)
    
    
    
    
    
    
    
    
    
    (1,151,672
    )
    
    
    
    
    (1,151,672
    )Issuance
      of shares as stock compensation for the
      shares of NCTN Preferred Stock and all 
      common shares and warrants held in the 
      Company by original investors and in 
      consideration of accrued services fees, 
      February 7, 2001 ($0.01 per share)
    
    
    
    4,200,000
    
    
    42,000
    
    
    
    
    
    
    
    
    42,000Issuance
      of shares as stock compensation for 
      legal fees, February 7, 2001 ($0.01 per share)
    
    
    
    140,000
    
    
    1,400
    
    
    
    
    
    
    
    
    1,400Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    (27,370
    )
    
    (27,370
    )**Balance
       November 30, 2001**
    ****
    ****
    ****
    **17,015,000**
    ****
    ****
    **170,150**
    ****
    ****
    **51,918**
    ****
    ****
    **(231,718**
    **)**
    ****
    **(9,650**
    **)**

The accompanying notes are an integral part of these financial statements.



F-4



CHINA ELITE INFORMATION CO., LTD.

(a development stage company)

STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIENCY

FOR THE PERIOD FROM INCEPTION (DECEMBER 19, 1997) TO NOVEMBER 30, 2006




(Expressed
      in U.S. Dollars)
    
    
    Common
      Shares
    
    Common
      Stock
      At Par
      Value
    
    Additional
      Paid In
      Capital
    
    Deficit
      Accumulated
      During the
      Development
      Stage
    
    TotalIssuance
      of shares in private placement for cash
      Reg D, Rule 506, September 7, 2002 ($0.025 per share)
    
    
    
    1,000,000
    
    
    10,000
    
    
    15,000
    
    
    
    
    
    25,000Issuance
      of shares as stock compensation forlegal fees, September 7, 2002 ($0.02
      per share)
    
    
    
    250,000
    
    
    2,500
    
    
    2,500
    
    
    
    
    
    5,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    (15,780
    )
    
    (15,780
    )**Balance
      - November 30, 2002**
    ****
    ****
    ****
    **18,265,000**
    ****
    ****
    **182,650**
    ****
    ****
    **69,418**
    ****
    ****
    **(247,498**
    **)**
    ****
    **4,570**
    ****Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    (18,427
    )
    
    (18,427
    )**Balance
      - November 30, 2003**
    ****
    ****
    ****
    **18,265,000**
    ****
    ****
    **182,650**
    ****
    ****
    **69,418**
    ****
    ****
    **(265,925**
    **)**
    ****
    **(13,857**
    **)**Cancellation
      of treasury shares in connection
      with May 21, 2004 Merger Agreement
    
    
    
    (7,065,000
    )
    
    (70,650
    )
    
    70,650
    
    
    
    
    
    Loans payable
      converted to additional paid in capital
    
    
    
    
    
    
    
    
    
    14,397
    
    
    
    
    
    14,397Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    (229,598
    )
    
    (229,598
    )**Balance
      - November 30, 2004**
    ****
    ****
    ****
    **11,200,000**
    ****
    ****
    **112,000**
    ****
    ****
    **154,465**
    ****
    ****
    **(495,523**
    **)**
    ****
    **(229,058**
    **)**Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    (53,088
    )
    
    (53,088
    )**Balance
      - November 30, 2005**
    ****
    ****
    ****
    **11,200,000**
    ****
    ****
    **112,000**
    ****
    ****
    **154,465**
    ****
    ****
    **(548,611**
    **)**
    ****
    **(282,146**
    **)**Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    (64,301
    )
    
    (64,301
    )**Balance
      - November 30, 2006**
    ****
    ****
    ****
    **11,200,000**
    ****
    **$**
    **112,000**
    ****
    **$**
    **154,465**
    ****
    **$**
    **(612,912**
    **)**
    **$**
    **(346,447**
    **)**

The accompanying notes are an integral part of these financial statements.



F-5



CHINA ELITE INFORMATION CO., LTD.

(a development stage company)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED NOVEMBER 30, 2006 AND 2005, AND

FOR THE PERIOD FROM INCEPTION (DECEMBER 19, 1997) TO NOVEMBER 30, 2006







(Expressed
      in U.S. Dollars)
    Cumulative
      from
      inception
    
    2006
    
    2005**Cash
      flows from operating activities**Net loss
    
    
    $
    (612,912
    )
    $
    (64,301
    )
    $
    (53,088
    )Adjustments
      to reconcile net loss to net cash flows used in
           operating activitiesDepreciation
      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 accounts payable and accrued expenses
    
    
    
    26,906
    
    
    11,622
    
    
    (9,106
    )Net cash
      flows used in operating activities
    
    
    
    (526,124
    )
    
    (52,679
    )
    
    (62,194
    )**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
    
    
    
    333,938
    
    
    52,679
    
    
    62,194Proceeds
      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
    
    
    
    537,589
    
    
    52,679
    
    
    62,194Increase
      (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
    
    $
    
    
    $
    

The accompanying notes are an integral part of these financial statements.



F-6


CHINA ELITE INFORMATION CO., LTD.

(A development stage company)

Notes to Financial Statements

November 30, 2006

(Expressed in U.S. Dollars)
1.  Business Formation and Continuance of Operations

Business Formation



China Elite Information Co., Ltd. (formerly known as Relocate411.com, Inc. and Stateside Fundings, Inc.) was originally organized under the laws of the State of Delaware on December 19, 1997.



On January 26, 2000, the stockholders of Relocate411.com, Inc., a New York corporation incorporated on August 24, 1999 (Relocate), completed a merger and stock exchange with Stateside Fundings, Inc., a Delaware Corporation (Stateside), resulting in a recapitalization of Stateside, the acquirer. Relocate merged into Stateside and Stateside acquired all of the assets and liabilities of Relocate. Under the terms of the Merger Agreement, each share of Relocate common stock converted into one hundred thousand shares of Stateside common stock. Contemporaneously with the merger, Stateside issued 5,175,000 shares of its common stock pursuant to a private placement offering and received net proceeds of $1,354,250. The net proceeds received were after a payment of $150,000 to redeem 4,100,000 shares of common stock from the founder of Stateside. As part of the merger and stock exchange,
Stateside issued 6,600,000 shares of common stock to the shareholders of Relocate in exchange for receiving all of the shares (66 shares) held by the shareholders of Relocate and Relocate became the Companys wholly-owned subsidiary. For accounting purposes, the financial statements became that of Stateside, the entity that survived the merger. On January 27, 2000, Stateside filed a certificate of amendment changing the Companys name to Relocate411.com, Inc.



On May 21, 2004, Jandah Management Limited (Jandah), Glory Way Holdings, Limited (GWH) and Good Business Technology Limited (GBT), each a corporation organized under the laws of the British Virgin Islands, entered into privately negotiated transactions with the stockholders of Relocate to purchase an aggregate of 10,976,000 shares of common stock of the Company, representing 98% of the issued and outstanding shares, for an aggregate purchase price of $350,000. In connection with, and as a condition to the closing of these stock purchase transactions, Darrell Lerner, the Companys former Director and President, resigned as the sole officer of the Company effective as of May 21, 2004, and pursuant to the Company's Bylaws and applicable SEC regulations, Mr. Lerner appointed Li Kin Shing (Mr. Li), the sole shareholder of Jandah, as the President of the
Company and, effective as of June 4, 2004, as sole director of the board.



Jandah acquired 9,276,000 shares of common stock from the three largest shareholders of the Company, Darrell Lerner, Byron Lerner and James Tubbs, for an aggregate purchase price of $307,500. Darrell Lerner retained 224,000 shares of common stock. As a condition to closing, the Company and Mr. Darrell Lerner entered into a six-month consulting agreement pursuant to which Mr. Darrell Lerner assisted the Company with various transition issues and provided other business consulting services. Under the consulting agreement, Mr. Darrell Lerner was paid an aggregate consulting fee of $150,000. Mr. Li is considered to be the indirect beneficial owner of the shares held by Jandah Management Limited, since he is the sole shareholder of Jandah Management Limited and as such, possesses sole investment and voting power over the Company's shares held by it. GWH acquired 846,000 shares of common stock for an aggregate
purchase price of $21,150, and GBT acquired an aggregate of 854,000 shares of common stock for an aggregate purchase price of $21,350 from certain shareholders pursuant to various selling shareholder agreements.



F-7



On July 21, 2004, the Companys Board of Directors approved the change of the jurisdiction under which the Company was incorporated from the State of Delaware to the British Virgin Islands (BVI) and to reincorporate as a British Virgin Islands International Business Company, pursuant to Section 390 of the Delaware General Corporations Law and the applicable laws of the BVI. In connection with this reincorporation, the Company changed its name from Relocate 411.com, Inc. to China Elite Information Co., Ltd. As a result of the reincorporation, the Company adopted new corporate governance documents consisting of a Memorandum of Association, Articles of Incorporation and Articles of Continuation. Accordingly, the par value of the Companys preferred stock and common stock increased from $0.0001 to $0.01. All shares and per share information have been adjusted
retroactively to reflect the change in par value. All shares (i) have one vote each, (ii) are subject to redemption, purchase or acquisition by the Company for fair value, and (iii) carry the right to participate equally in the assets of the Company, including any dividends, and distributions of the Company on a winding up. The rights attached to any class or series of shares may not be varied without the consent in writing of the holders of not less than three-fourths of the issued shares of that class or series and of the holders of not less than three-fourths of the issued shares of any other class or series of shares which may be affected by such variation.



Going Concern



These financial
statements have been prepared in accordance with generally accepted accounting
principles in the United States applicable to a going concern, which
contemplates the realization of assets and the satisfaction of liabilities and
commitments in the normal course of business. The Company has not generated any
revenue and requires additional funds to maintain its operations. 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 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. The
Companys President has verbally 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.



Management plans 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 it does not plan to limit its options to any particular industry, management will initially target the telecom industry in the Peoples Republic of China (PRC), including the Hong Kong market, about which Mr. Li possesses extensive experience. Currently, management 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 operating call centers, providing telemarketing services, customer relationship management services, mobile applications, calling cards, etc. 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 issuance of these financial statements. 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 be forced to cease operations. These financial statements do not include any adjustments that might result from this uncertainty.



F-8







2.  Significant Accounting Policies

Development Stage Company

The Company is considered a development stage company which is defined as such if it is devoting substantially all of its efforts to establishing a new business and its planned principal operations either (i) have not commenced or (ii) have commenced, but have not produced any significant revenues.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.

Cash and Cash Equivalents



The Company
considers all highly liquid instruments purchased with an original maturity of
three months or cash less to be cash equivalents. The Company did not have any cash
or cash equivalents for any of the periods presented.



Property and Equipment



Property and equipment is recorded at cost and is depreciated by the straight-line method over the estimated useful lives of the assets. Expenditures for repairs and maintenance are charged to expense as incurred. When property and equipment is sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. For the years ended November 30, 2006 and 2005, the Company did not have any property and equipment or related depreciation expenses. Depreciation charged to operations for the period from inception to November 30, 2006 was $11,492.



Income Taxes

The Company
accounts for income taxes under the liability method of accounting for income
taxes in accordance with the provisions of Statement of Financial Accounting
Standards (SFAS) No. 109,
Accounting for Income Taxes, which requires recognition of deferred tax
liabilities and assets for the expected future tax consequences of events that
have been included in the financial statements or tax returns. Under this
method, deferred tax liabilities and assets are determined based on the
difference between the financial statements and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. The Companys management determines if
a valuation allowance is necessary to reduce any tax benefits when the available
benefits are more likely than not to expire before they can be used.

F-9





Loss Per Share

Basic loss
per share is computed as net loss divided by the weighted average number of
shares outstanding during the period in accordance with 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.

Fair Value of Financial Instruments



For certain of the Companys financial instruments such as amounts due to shareholders, accounts payable and accrued expenses, the carrying amounts approximate fair value due to their short maturities. Fair value of financial instruments is made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.



Stock-based Compensation



The Company
adopted SFAS No. 123 (revised 2004), Share-Based Payment(SFAS
123(R)), which requires the measurement and recognition of compensation
expense for all share-based awards made to employees and directors, including
employee stock options and shares issued through its employee stock purchase
plan, based on estimated fair values. Prior to the adoption of SFAS 123(R), the
Company accounted for stock-based awards to employees and directors using the
intrinsic value method in accordance with Accounting Principles Board Opinion
25, Accounting for Stock Issued to Employees(APB 25). Under the
intrinsic value method that was used to account for stock-based awards prior to
January 1, 2006, which had been allowed under the original provisions of SFAS
123, compensation expense is recorded on the date of grant if the current market
price of the underlying stock exceeded the exercise price. Any compensation
expense is recorded on a straight-line basis over the vesting period of the
grant. The adoption of this standard had no impact to the Companys financial
position, results of operations or cash flows as the Company does not have any
outstanding stock-based compensation awards for any of the periods presented.



Accounting for Derivative Instruments and Hedging Activities

The Company adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities,which requires companies to recognize all derivatives contracts as either assets or liabilities in the balance sheet and to measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

The Company has not entered into derivative contracts either to hedge existing risks or for speculative purposes.

Related Party Transactions



A related party is generally defined as (i) any person that holds 10% or more of the Companys securities and their immediate families, (ii) the Companys management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.



F-10





Recent Accounting Pronouncements



On June 7, 2005,
the FASB issued SFAS 154, Accounting Changes and Error Corrections, a
replacement of APB Opinion 20 and FASB Statement 3, (SFAS 154).
SFAS 154 changes the requirements for the accounting for and reporting of a
change in accounting principle. Previously, most voluntary changes in accounting
principles were required recognition via a cumulative effect adjustment within
net income (loss) of the period of the change. SFAS 154 requires retrospective
application to prior periods financial statements, unless it is
impracticable to determine either the period-specific effects or the cumulative
effect of the change. SFAS 154 is effective for accounting changes made in
fiscal years beginning after December 15, 2005. The adoption of this standard
had no impact to the Companys financial position, results of operations or
cash flows.



In February 2006,
the FASB issued SFAS 155, Accounting for Certain Hybrid Financial
Instruments  an amendment of FASB Statements 133 and 140, (SFAS
155). SFAS will be effective for the Company beginning January 1, 2007.
The statement permits interests in hybrid financial instruments that contain an
embedded derivative that would otherwise require bifurcation, to be accounted
for as a single financial instrument at fair value, with changes in fair value
recognized in earnings. This election is permitted on an
instrument-by-instrument basis for all hybrid financial instruments held,
obtained, or issued as of the adoption date. The adoption of this standard had
no impact to the Companys financial position, results of operations or
cash flows.



In June 2006,
the FASB issued Interpretation 48,Accounting for
Uncertainty in Income Taxes  an Interpretation of FASB Statement
No.109(FIN 48), which clarifies the accounting for uncertainty in
tax positions. This Interpretation requires that the Company recognize in its
financial statements the impact of a tax position if that position will more
likely than not of being sustained on audit, based on the technical merits of
the position. The provisions of FIN 48 are effective for the Company on
January 1, 2007, with the cumulative effect of the change in accounting
principle, if any, recorded as an adjustment to opening retained earnings. The
Company does not expect there to be any significant impact of adopting FIN 48 on
its financial position, cash flows and results of operations.



In September 2006, the FASB issued SFAS 157,Fair Value Measurements(SFAS 157), which provides guidance about how to measure assets and liabilities that use fair value. SFAS 157 will apply whenever another US GAAP standard requires (or permits) assets or liabilities to be measured at fair value but does not expand the use of fair value to any new circumstances. This standard also will require additional disclosures in both annual and quarterly reports. SFAS 157 will be effective for financial statements issued for fiscal years beginning after November 15, 2007, and was adopted by the Company effective December 1, 2007. The adoption of this standardis not expected to have any significant impact to the Company.



In September 2006,
the SEC staff issued Staff Accounting Bulletin (SAB) 108,
Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements
(SAB 108). SAB 108 was issued to eliminate the diversity of
practice in how public companies quantify misstatements of financial statements,
including misstatements that were not material to prior years financial
statements. The Company applied the provisions of SAB 108 to its annual
financial statements for the fiscal year ending November 30, 2006 included
herein. The adoption of this standard had no impact to the Companys
financial position, results of operations or cash flows.



Other recent accounting pronouncements issued by the FASB (including the EITF), the American Institute of Certified Public Accountants (AICPA), and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements.



F-11





3.  Note receivable



On May 25, 2000, the Company loaned $1,117,602 to Teltran International Group, Ltd. (Teltran), a publicly held company presently trading on the NASD OTC Pink Sheets. At that time, Some of Teltran's stockholders and officers owned approximately 42% of the Company. The loan bore interest at 9.5% annually and was secured by a promissory note. Teltran pledged its one share of Teltran Web Factory, Ltd. a wholly-owned foreign subsidiary of Teltran as well as issuing 250,000 warrants exercisable from May 25, 2000 to May 24, 2005 to purchase Teltran common stock at a price of $1.10 per share.



On March 2, 2001, the Company received preferred shares in NCTN Networks, Inc. in full settlement of the note receivable and the outstanding interest. The Company retained the warrants it received and returned all Teltran share certificates, which were held as security for the note receivable. Simultaneously, these preferred shares were exchanged as consideration for all outstanding shares and warrants in the Company held by the Company's investors.



4.  Related Party Transactions



Consulting agreement The Company and Mr. Darrell Lerner, former director and President, entered into a six-month consulting agreement pursuant to which Mr. Darrell Lerner assisted the Company with various transition issues and provided other business consulting services. Under the consulting agreement, Mr. Darrell Lerner was paid an aggregate consulting fee of $150,000, payable in equal monthly installments. The Consulting Agreement expired on November 21, 2004, and, by its terms, was not renewed.



Loans from shareholders Loans from shareholders represent a series of advances from the majority stockholder to fund working capital requirements. There is no note and the amounts are unsecured, interest-free (imputed at 5% per annum), and repayable on demand. The Companys President has orally agreed to fund the Companys operations for at least the next twelve months.



Control of Company The Companys President, Chief Executive Officer and majority shareholder owns approximately 83% of the Companys shares of common stock outstanding as of November 30, 2006, and as of the date of issuance of these financial statements.



5.  Conflicts of Interest, Litigation and Contingencies



Certain conflicts of interest have existed and will continue to exist between management, their affiliates and the Company. Management has other interests including business interests to which he devotes his primary attention. Management may continue to do so notwithstanding the fact that management time should be devoted to the business of the Company and in addition, management may negotiate an acquisition resulting in a conflict of interest.



From time to time, in the normal course of business the Company may be involved in litigation. The Company's management is not aware of any asserted or unasserted claims and therefore, feels any such proceedings to have an immaterial effect on the financial statements.



The Company's management has not bound the Company with any contingencies other than those through the normal course of business.



During the fiscal years ended November 30, 2006 and 2005, and to date, the Company uses office spacein a building located at 225 Broadway, Suite 1910, New York, New York 10007. TheCompany does not have a formal lease and does not pay any rent. The fair market value of the rent has not been included in the financial statements because the amount is immaterial.



F-12



6.  Income Taxes



The Company is not obligated for U.S. federal income taxes because it is a British Virgin Islands company, which is not subject to any tax.



F-13


Item 8.
        Changes in and Disagreements with Accountants on Accounting and Financial Disclosure




None.




Item 8A.
        Controls and Procedures



Evaluation of Disclosure Controls and Procedures



The Companys Chief Executive Officer and Chief Financial Officer (the Certifying Officer) maintains 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 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 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.




Item 8B.
        Other Information



None



PART III




Item 9.
        Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act




Set forth below is information regarding directors (excluding those directors that have resigned as identified above), director appointments and the executive officers of the Company:




Name
        Age
        Position



----------------
        ------
        -------------------------------



Li Kin Shing
        49
        CEO; President; Director





24



Mr. Li is CEO, President and a director of the Company. Mr. Li
acts as the Chairman of Directel Limited, a mobile virtual network operator with
operations primarily in the Peoples Republic of China, including the Hong
Kong market. Mr. Li is also a director of International Elite Limited, one of
the largest centralized single-call location outsourcing customer service call
centers in Guangzhou province of the PRC. Mr. Li was the Chairman of the Board,
Chief Executive Officer and Secretary of Great Wall Acquisition Corp., a blank
check company organized for the purpose of effecting a merger, capital stock
exchange, asset acquisition or other similar business combination with a company
having its primary operations in the People's Republic of China, and he resigned
with effect on February 2, 2007. From October 1997 to September 1999, Mr. Li
served as a member of the board of directors of UTStarcom, Inc., a publicly
traded company listed on the Nasdaq National Market (Symbol: UTSI) which
designs, manufactures and markets broadband, narrowband and wireless access
technology. During that same period, Mr. Li also served as the chief executive
officer of on of UTStarcom's subsidiary, UTStarcom Hong Kong Limited.





Corporate Governance



The Board



During our fiscal year ended November 30, 2006, Company's Board consisted of a sole director, Mr. Li. In accordance with the British Virgin Islands Law and the Companys Certificate of Incorporation and Bylaws, the Companys business and affairs are managed under the direction of the Board.



Meetings of the Board



The Companys Board consisted of a sole director during the fiscal year ended November 30, 2006, and therefore, no Board meetings were held and all resolutions were adopted by unanimous written consent.



Committees of the Board



Since the Companys Board consists of a sole director, the Board did not establish any committees, including, but not limited to a separately-designated standing audit committee. Currently, the Companys Board of Directors acts as the audit committee. The Companys sole director, Mr. Li, is not an audit committee financial expert within the applicable definition of the Securities and Exchange Commission. The Company will not have an audit committee financial expert until the Board is expanded and additional directors are added.



25



Policy Regarding Director Attendance At Annual Meetings



The Company does not have a formal policy regarding the Board attendance at annual meetings but the sole director attended last years annual meeting in his capacity as stockholder and director.



Stockholder Communications With the Board



The Board currently does not have a formal process for stockholders to send communications to the Board. Nevertheless, the Board desires that the views of stockholders are heard by the Board and that appropriate responses are provided to stockholders on a timely basis. The Board does not recommend that formal communication procedures be adopted at this time because it believes that informal communications are sufficient to communicate questions, comments and observations that could be useful to the Board. However, stockholders wishing to normally communicate with the Board may send communications directly to our sole director, Mr. Li, at c/o DeHeng Chen Chan, LLC 225 Broadway, New York, NY, 10007; Attention: Xiaomin Chen, Esq.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than 10 percent of our common stock, to file with the SEC initial reports of ownership and reports of changes in ownership, furnishing us with copies of all Section 16(a) forms they file. To the best of our knowledge, based solely on review of the copies of such reports furnished to us, all Section 16(a) filing requirements applicable to our officers and directors were complied with during the year ended November 30, 2006.



Code of Ethics



We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, and principal accounting officer or controller, and/or persons performing similar functions. However, we have adopted a code of ethics that applies to all employees, officers and directors.




Item 10.
        Executive Compensation



Compensation of Directors and Executive Officers



Darrell Lerner has been our President, Chief Executive Officer and Treasurer since inception until his resignation, effective May 21, 2004. Upon Mr. Lerners resignation, Mr. Li Kin Shing was appointed as our President, CEO and CFO, and is currently our sole officer. No compensation was paid to any directors or officers in the fiscal years ended November 30, 2004, 2005 and 2006.



26



We entered into a
Consulting Agreement with Darrell Lerner, our former director, officer and 10%
holder, effective May 21, 2004. Under the terms of his agreement, Mr. Lerner
provided us assistance with certain post-transaction and transaction activities
and transition matters in connection with the consummation of transactions
whereby Jandah, GWH and GBT purchased an aggregate of 98% of our issued and
outstanding capital stock as well as other matters. The Consulting Agreement was
a condition to closing of the acquisition by Jandah, GWH and GBT. Pursuant to
the Consulting Agreement, Mr. Lerners services were retained for a period
of six months (the agreement was not renewable) and Mr. Lerner was paid an
aggregate of $150,000 for services rendered under the Consulting Agreement. The
Consulting Agreement expired on November 21, 2004 and, by its terms, was not
renewed.



Our stockholders may in the future determine to pay our directors fees and reimburse our directors for expenses related to their activities.



Stock Options



We did not grant stock options in the fiscal years ended November 30, 2004, 2005 or 2006 to any director or executive officer.  No Executive Officer held options during the fiscal years ended November 30, 2005 and 2006.



Executive Employment Contracts



We do not currently have any employment agreements with any of our officers, nor are we planning to execute such agreements in the future.






Item 11.
        Security Ownership of Certain Beneficial Owners and Management



Principal Stockholders



The following table sets forth certain information, as of the Report Date, with respect to persons known to the Company to be the beneficial owners, directly and indirectly, of more than 5% of the Companys Common shares and beneficial ownership of such Common shares by directors and executive officers of the Company.







Name
      of Beneficial Owner
    Number
      of Shares
      of Common shares
      Beneficially Owned
    
    Percent of
      Common shares
      Beneficially OwnedJandah
      Management Limited
    
    
    
    9,276,000
    
    
    82.8%Glory Ways
      Holdings Limited
    
    
    
    846,000
    
    
    7.5%Good Business
      Technology Limited
    
    
    
    854,000
    
    
    7.6%Li Kin Shing
      (2)
    
    
    
    9,276,000
    
    
    82.8%All directors
      and executive
    
    
    
    9,276,000
    
    
    82.8%

27



officers as a group (1 person)




(1)
        As required by regulations of the SEC, the number of shares in the table includes shares which can be purchased within 60 days, or, shares with respect to which a person may obtain voting power or investment power within 60 days. Also required by such regulations, each percentage reported in the table for these individuals is calculated as though shares that can be purchased within 60 days have been purchased by the respective person or group and are outstanding.





(2)
        Under SEC rules, Mr. Li is considered to be the indirect beneficial owner of the shares held by Jandah Management Limited, since he is the sole shareholder of Jandah Management Limited and as such, possesses sole investment and voting power over the Company's shares held by it.




Equity Compensation Plan Information



The Companys has not adopted any equity compensation plans.




Item 12.
        Certain Relationships and Related Transactions, and Director Independence




Director Independence



The Companys sole director does not qualify as independent directors under Rule 10A-3 of the Securities Exchange Act of 1934, but may qualify as independent as defined in NASD Marketplace Rule 4200(15).   Mr. Li is the beneficial owner of more than 82% of our outstanding common stock.  Due to his stock ownership, Mr. Li is not independent for purposes of the audit committee as defined in NASD Marketplace Rule 4350(d)(2).



Certain Relationships and Related Transactions



As of November 30, 2006, the Company has received unsecured and non-interest bearing loans totaling $319,541 from Jandah Management Limited, which Mr. Li is the sole shareholder. The loans are due on demand.



We entered
into a Consulting Agreement with Darrell Lerner, our former director, officer
and 10% holder, effective May 21, 2004. Under the terms of his agreement, Mr.
Lerner provided us assistance with certain post-transaction and transaction
activities and transition matters in connection with the consummation of
transactions whereby certain third party purchasers are contemplated to purchase
an aggregate of 98% of our issued and outstanding capital stock as well as other
matters. Pursuant to the Consulting Agreement, Mr. Lerners services were
retained for a period of six months (the agreement was not renewable) and Mr.
Lerner was paid an aggregate of $150,000 for services rendered under the
Consulting Agreement. The Consulting Agreement expired on November 21, 2004 and,
by its terms, was not renewed.



28



Although we have no present intention to do so, we may, in the future, enter into other transactions and agreements relating to our business with our directors, officers, principal stockholders and other affiliates. We intend for all such transactions and agreements to be on terms no less favorable to us than those obtainable from unaffiliated third parties on an arm's-length basis. In addition, the approval of a majority of our disinterested directors will be required for any such transactions or agreements. As set forth above, we do not anticipate any related party transactions in the next 12 months. Nevertheless, should any related party transactions occur while there are no disinterested board members, Li Kin Shing our sole director and officer, shall continue to have the sole vote and we shall rely on his integrity, good judgment, and fiduciary duties to make a fair and equitable decision on our behalf
and one behalf of our stockholders.



Until May 21, 2004, we used office space in a building located at 142 Mineola Avenue, Roslyn, New York. The primary tenant was Darrell Lerner, our President. The lease for such premises is in the name of International Global Communications, Inc., a company owned by Byron Lerner, one of our shareholders and the father of Darrell Lerner, our sole officer and director. The lease provides for monthly rental payments of $475 and expired February 28, 2003. There was an extension period that commenced March 1, 2003 until February 28, 2004 at the rate of $500 per month.



We have no plans to issue any additional securities to management, promoters, affiliates or associates at the present time. If our Board of Directors adopts an employee stock option or pension plan, we may issue additional shares according to the terms of this plan. Although we have a very large amount of authorized but un-issued common stock, we intend to reserve this stock to implement our plan of operations to pursue telecom opportunities in the PRC, including Hong Kong. We may attempt to use shares as consideration, instead of cash. We may issue shares if we engage in a merger or acquisition or we may issue shares as consideration for services rendered to us or in other transactions in the normal course of business. In such a case, an indeterminate amount of unissued stock may be issued by us. We currently have no plans to acquire or merge with another company.



We have no present intention of acquiring any assets by any promoter, management or their affiliates or associates.



There are no arrangements or agreements between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence our affairs. In the future, we will present all possible transactions between the Company and its officers, directors or 5% stockholders, and their affiliates to the Board of Directors for its consideration and approval. Any such transaction will require approval by a majority of the directors and such transactions will be on terms no less favorable than those available to disinterested third parties.





29



Item 13.
        Exhibits



The following documents are filed as part of this report:




Exhibit No.
        Description3.1
        Articles of Continuation of China Elite Information Co., Ltd.*3.2
        Memorandum of Association of China Elite Information Co., Ltd.*3.3
        Articles of Association of China Elite Information Co., Ltd.*3.4
        Certificate of Transfer of Relocate 411.com, Inc.*10.1
        Stock Purchase Agreement, dated as of May 21, 2004, by and among Jandah Management Limited, Darrel Lerner, Byron Lerner and James Tubbs.**10.2
        Form of Common Stock Purchase Agreement with Glory Way Holdings Limited.**10.3
        Form of Common Stock Purchase Agreement with Good Business Technology Limited.**10.4
        Form of Common Stock Purchase Agreement between Glory Way Holdings Limited and each of Barry Manko and Grushko & Mittman.**10.5
        Consulting Agreement, dated as of May 21, 2004, by and between the Company and Darrell Lerner.**14
        The Code of Ethics of China Elite Information Co., Ltd.***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.#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.#




#
        Filed herewith.





*
        Filed as an exhibit to the Current Report on Form 8-K, dated August 12, 2004, filed on August 17, 2004 and incorporated herein by reference.





**
        Filed as an exhibit to the Current Report on Form 8-K, dated May 21, 2004, filed on May 25, 2004 and incorporated herein by reference.





***
        Filed as an exhibit to the Form 10-KSB for the fiscal year ended November 30, 2004, filed on March 15, 2005 and incorporated herein by reference.





Item 14.
        Principal Accountant Fees and Services



Audit Fees - The aggregate fees billed for professional services rendered for the audit of our annual financial statements and review of our quarterly financial statements included in our periodic and other reports filed with the SEC were $17,300 and $18,300 for the years ended November 30, 2006 and 2005, respectively.



30



Audit-Related Fees  The aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements were $5,000 and $0 for the years ended November 2006 and 2005, respectively. These fees primarily related to reviews on the Companys post effective amendments for form SB-2 filings.



Tax Fees - None.



All Other Fees - None



Audit Committee Pre-Approval Policies and Procedures



Our Board, which consists of one director, does not have an Audit Committee. The Companys current policy is that the sole director is to pre-approve all audit and non-audit services that are to be performed and fees to be charged by our independent auditor to assure that the provision of these services does not impair the independence of such auditor. The sole director pre-approved of all audit services and fees of our independent auditor for the year ended November 30, 2006. Our independent auditors did not provide us with any non-audit services during the year ended November 30, 2006.



31



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:  March 15, 2007
        By :
        /s/ Li Kin Shing



-------------------------------------------------



Li Kin Shing



President and Chief Executive Officer





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.




Signature
      ------------
    Title
      ------
    Date
      ------/s/
        Li Kin Shing
        Li Kin Shing
    President,
        CEO and Director
        (Principal Executive Officer and Principal Financial and Accounting Officer)
    March
        15, 2007





32