UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





T
              Annual
      report under Section 13 or 15(d) of the Securities Exchange Act of
      1934


For
      the fiscal year ended November 30,
2009





o
            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





c/o
      DeHeng Chen, LLC, 225 Broadway, Suite 1910, NY, NY
            
            10007(Address
      of Principal Executive Offices)
            
            (Zip
      Code)





(212)
608-6500





(Registrant’s
telephone number, including area code)





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





Name of
each exchange on which registered:  None.





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.   Yes oNo T





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.   Yes oNo T





Indicate
by check mark whether the registrant (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.   Yes TNo o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such filing). Yes oNo o













Indicate
by check mark if there is disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.   T





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definition of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





o Large accelerated
      filer
            
            o Accelerated
      filero Non-accelerated
      filer (Do not check if a smaller reporting company)
            
            T Smaller
      reporting company





Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Exchange Act).   Yes T   No
o





As of
March 1, 2010, the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrant was $0.





As of
March 1, 2010, there were 11,200,000shares of common stock
outstanding.





Documents
Incorporated by Reference: None











CHINA
ELITE INFORMATION CO., LTD.


FORM
10-K


FOR
THE YEAR ENDED NOVEMBER 30, 2009





INDEX





PageNumberPART I
            
            
            
            1Item 1.
            
            Business
            
            1Item 1A.
            
            Risk
    Factors
            
            3Item 1B.
            
            Unresolved Staff
      Comments
            
            4Item 2.
            
            Properties
            
            4Item 3.
            
            Legal
      Proceedings
            
            4Item 4.
            
            Submission of Matters to a Vote of
      Security Holders
            
            4PART II
            
            
            
            4Item 5.
            
            Market for Registrant’s Common
      Equity, Related Stockholder Matters and Issuer Purchases of Equity
      Securities
            
            4Item 6.
            
            Selected Financial
      Data
            
            5Item 7.
            
            Management’s Discussion and Analysis
      of Financial Condition and Results of
Operations
            
            5Item 7A.
            
            Quantitative and Qualitative
      Disclosures About Market Risk
            
            8Item 8.
            
            Financial Statements and
      Supplementary Data
            
            9Item 9.
            
            Changes in and Disagreements with
      Accountants on Accounting and Financial
    Disclosure
            
            23Item 9A.
            
            Controls and
      Procedures
            
            23Item 9B.
            
            Other
      Information
            
            24PART III
            
            
            
            24Item 10.
            
            Directors, Executive Officers and
      Corporate Governance
            
            24Item 11.
            
            Executive
      Compensation
            
            26Item 12.
            
            Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder
      Matters
            
            26Item 13.
            
            Certain Relationships and Related
      Transactions, and Director Independence
            
            27Item 14.
            
            Principal Accountant Fees and
      Services
            
            28PART IV
            
            
            
            29Item 15.
            
            Exhibits, Financial Statement
      Schedules
            
            29SIGNATURES
            
            31





Index





PRELIMINARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS





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





These
risks and uncertainties, many of which are beyond our control, include (i) the
sufficiency of existing capital resources and the Company's ability to raise
capital to fund cash requirements for future operations; (ii) uncertainties
involved in the acquisition of an operating business in a 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





Item1.
            Business





China
Elite Information Co., Ltd., formerly known as Relocate411.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, LLC, 225 Broadway, Suite 1910, New York, New York 10007. Our
telephone number is (212) 608-6500.





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.





1
 Index





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, was a development stage
Internet based company whose goal was 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, entered 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, 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 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 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 of 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 the sole member of the Board of
Directors.





2
 Index





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.





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, on an as-needed basis, 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.





Item1A.
            Risk
      Factors





As a
Smaller Reporting Company, we are not required to provide the information
required by this item.





3
 Index





Item1B.
            Unresolved
      Staff Comments





None.





Item2.
            Properties





We
currently use office space in a building located at c/o DeHeng Chen, 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.





Item3.
            Legal
      Proceedings





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





Item4.
            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, 2009.








PART
II





Item5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities





There is
no established public trading market for our securities. We intend to seek a
market maker to apply for eligibility to quote our securities 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, 2009 – 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 1, 2010, we had a total of 11,200,000 common shares
outstanding and as of  March 1, 2010, 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 selling security holders under the SB-2 and
854,000 shares of our common stock acquired by GBT from the selling security
holders under the SB-2. 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, Darrell 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.





4
 Index





In
general, under Rule 144 as recently amended, a person who is not an affiliate of
an issuer and who has beneficially owned shares of an issuer’s stock for at
least six months may freely sell some or all of such shares provided that the
issuer has complied with the current public information requirements of Rule
144(c)(1). A person who is not an affiliate of the issuer and who has
beneficially owned shares of an issuer’s stock for at least one year may sell
some or all of such shares without any restrictions. A person who is an
affiliate of an issuer and who as beneficially owned the shares of an issuer’s
stock for at least six months 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
      1, 2010; or





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 by
affiliates 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.





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.





Item6.
            Selected
      Financial Data





As a
Smaller Reporting Company, we are not required to provide the information
required by this item.





Item7.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations





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-K.





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.





5
 Index





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.





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.





Critical Accounting
Policies





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





Results of Operations – Year
Ended November 30, 2009 Compared to the Year Ended November 30,
2008





Revenues





The
Company did not recognize any revenue in each of the years ended November 30,
2009 and 2008.





General and
Administrative





General
and administrative expenses consist primarily of public company compliance
expenses, including legal and accounting expenses. General and
administrative expenses for the year ended November 30, 2009 increased 5.9%, or
$2,720, to $48,796 from $46,076 for the year ended November 30, 2008. This
increase was due primarily to the expense of engaging a new independent auditor
and filing current reports with the Securities and Exchange Commission in
connection with the Company’s change of independent auditors.





Other (Income)
Expense





The
Company did not incur any interest expense or earn any interest income for the
years ended November 30, 2009 and 2008.





Capital Resources and
Liquidity





The
Company does not currently have any cash or have any other significant assets.
However, the Company believes that, based on 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 its operations, such as maintaining its required continuous
disclosure and reporting requirements with the Securities and Exchange
Commission, for the next twelve months, though there can be no assurances to
that effect. The Company had no revenues for the year ended November 30, 2009
and its need for capital may change dramatically if it acquires a suitable
business opportunity during the next twelve months. Therefore, the Company plans
to rely on shareholder loans and the raising of debt or equity capital to
continue its operations. There is no assurance the Company will be successful in
raising the needed capital.





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





6
 Index





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.





Effect of New Accounting
Standards





In April
2009, the FASB issued a staff position providing additional guidance on factors
to consider in estimating fair value when there has been a significant decrease
in market activity for a financial asset. The guidance was effective for interim
and annual periods ending after June 15, 2009. There was no material impact
on the financial statements as a result of the adoption of this new
guidance.





In April
2009, the FASB issued a staff position which changes the method for determining
whether an other-than-temporary impairment exists for debt securities and the
amount of the impairment to be recorded in earnings. The guidance is effective
for interim and annual periods ending after June 15, 2009. There was no
material impact on the financial statements as a result of the adoption of this
new guidance.





In May
2009, the FASB issued authoritative guidance establishing general standards of
accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued and
disclosure of the date through which subsequent events have been evaluated. The
new guidance became effective for interim and annual periods ending after
June 15, 2009. There was no material impact on the financial statements as
a result of the adoption of this new guidance.





In
June 2009, the FASB issued authoritative guidance on the consolidation of
variable interest entities, which is effective for annual financial periods
beginning after November 15, 2009. The new guidance requires evaluations of
whether entities represent variable interest entities, ongoing assessments of
control over such entities, and additional disclosures for variable interests.
The adoption of this new guidance is not expected to have a material impact on
the Company’s financial position or results of operations.





In June
2009, the FASB issued authoritative guidance that identifies the FASB Accounting
Standards Codification (“Codification”) as the sole source of U.S. GAAP
recognized by the FASB. The Codification identifies only two levels of GAAP:
authoritative and nonauthoritative. The new guidance became effective for
interim and annual periods ending after September 15, 2009. The Company is
utilizing the plain-English method for disclosures when referencing accounting
standards. The adoption of Codification did not have a material impact on the
Company’s financial statements.





In
October 2009, the FASB issued amendments to the accounting and disclosure for
revenue recognition. These amendments, effective for fiscal years beginning on
or after June 15, 2010 (early adoption is permitted), modify the criteria
for recognizing revenue in multiple element arrangements and the scope of what
constitutes a non-software deliverable. The adoption of this new guidance is not
expected to have a material impact on the Company’s financial position or
results of operations.





7
 Index





In
October 2009, the FASB issued amendments to the accounting and disclosure for
accounting for certain revenue arrangements that include software elements. The
amendments change the accounting model for revenue arrangements that include
both tangible products and software elements that are “essential to the
functionality,” and scope these products out of current software revenue
guidance. The amendments will now subject software-enabled products to other
revenue guidance and disclosure requirements, such as guidance surrounding
revenue arrangements with multiple-deliverables. These amendments, effective
prospectively for revenue arrangements entered into or materially modified in
the fiscal years beginning on or after June 15, 2010 (early adoption is
permitted). The adoption of this new guidance is not expected to have a material
impact on the Company’s financial position or results of
operations.





Item7A.
            Quantitative
      and Qualitative Disclosures About Market
Risk





As a
Smaller Reporting Company, we are not required to provide the information
required by this item.





8
 Index





Item8.
            Financial
      Statements and Supplementary Data








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





9
 Index





Report of Independent
Registered Public Accounting Firm





To the
Board of Directors of


China
Elite Information Co., Ltd.:





We have
audited the accompanying balance sheets of China Elite Information Co., Ltd. as
of November 30, 2009 and 2008, and the related consolidated statements of
operations, stockholders’ deficit and cash flows for the two years ended
November 30, 2009 and 2008, and the period from inception (December 19, 1997) to
November 30, 2009. 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
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. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. 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 China Elite Information Co., Ltd.
as of November 30, 2009 and 2008, and the results of its operations and its cash
flows for the two years ended November 30, 2009 and 2008, and the period from
inception (December 19, 1997) to November 30, 2009, in conformity with generally
accepted accounting principles in the United States.





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 has limited operations and continued net losses. This
raises substantial doubt about its ability to continue as a going
concern.  Management’s plan in regard to these matters is also
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.








/s/ Lynda
R. Keeton CPA, LLC





Lynda R.
Keeton CPA, LLC


Henderson,
NV





February
24, 2010





F-1
 Index





CHINA
ELITE INFORMATION CO., LTD.


(a
development stage company)


BALANCE
SHEETS


NOVEMBER
30, 2009 AND 2008





(Expressed
      in U.S. Dollars)
            
            2009
            
            
            2008ASSETSCurrent
      AssetsPrepayment
            
            $
            -
            
            
            $
            26Total
      current assets
            
            
            -
            
            
            
            26Total
      assets
            
            $
            -
            
            
            $
            26LIABILITIES AND STOCKHOLDERS’
      DEFICIENCYCurrent
      LiabilitiesAccounts
      payable and accrued expenses
            
            $
            3,687
            
            
            $
            14,138Loans
      from shareholder
            
            
            505,954
            
            
            
            446,733Total
      current liabilities
            
            
            509,641
            
            
            
            460,871Commitments
      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
            
            
            (776,106
            )
            
            
            (727,310
            )Total
      stockholders’ deficiency
            
            
            (509,641
            )
            
            
            (460,845
            )Total
      liabilities and stockholders’ deficiency
            
            $
            -
            
            
            $
            26





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





F-2
 Index





CHINA
ELITE INFORMATION CO., LTD.


(a
development stage company)


STATEMENTS
OF OPERATIONS


FOR
THE YEARS ENDED NOVEMBER 30, 2009 AND 2008, AND


FOR
THE PERIOD FROM INCEPTION (DECEMBER 19, 1997) TO NOVEMBER 30, 2009





(Expressed
      in U.S. Dollars)
            
            Cumulative
      from inception
            
            
            2009
            
            
            2008Revenues
            
            $
            -
            
            
            $
            -
            
            
            $
            -General
      and administrative expensesSalaries
      and benefits
            
            
            181,888
            
            
            
            -
            
            
            
            -General
      and administrative
            
            
            523,350
            
            
            
            48,796
            
            
            
            46,076Consulting
      fees – related party
            
            
            150,000
            
            
            
            -
            
            
            
            -Total
      general and administrative expenses
            
            
            855,238
            
            
            
            48,796
            
            
            
            46,076Operating
      loss
            
            
            (855,238
            )
            
            
            (48,796
            )
            
            
            (46,076
            )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
            
            $
            (776,106
            )
            
            $
            (48,796
            )
            
            $
            (46,076
            )Basic
      and diluted net loss per share
            
            
            
            
            
            $
            (0.00
            )
            
            $
            (0.00
            )Weighted
      average shares outstanding
            
            
            
            
            
            
            11,200,000
            
            
            
            11,200,000





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





F-3
 Index





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, 2009





(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
            
            
            
            -
            
            
            
            250Issuance
      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
            )
            
            
            1,125,992Purchase
      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
            )Issuance
      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 for legal 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





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





F-4
 Index





CHINA
ELITE INFORMATION CO., LTD.


(a
development stage company)


STATEMENT
OF CHANGES IN STOCKHOLDERS’ DEFICIENCY – CONTINUED


FOR
THE PERIOD FROM INCEPTION (DECEMBER 19, 1997) TO NOVEMBER 30, 2009





(Expressed
      in U.S. Dollars)
            
            Common
              Shares
            
            
            Common
      Stock
              At
      Par Value
            
            
            Additional
              Paid
      In
              Capital
            
            
            Deficit
      Accumulated During the Development Stage
            
            
            TotalNet
      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
            )Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (68,322
            )
            
            
            (68,322
            )Balance
      – November 30, 2007
            
            
            11,200,000
            
            
            
            112,000
            
            
            
            154,465
            
            
            
            (681,234
            )
            
            
            (414,769
            )Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (46,076
            )
            
            
            (46,076
            )Balance
      – November 30, 2008
            
            
            11,200,000
            
            
            
            112,000
            
            
            
            154,465
            
            
            
            (727,310
            )
            
            
            (460,845
            )Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (48,796
            )
            
            
            (48,796
            )Balance
      – November 30, 2009
            
            
            11,200,000
            
            
            $
            112,000
            
            
            $
            154,465
            
            
            $
            (776,106
            )
            
            $
            (509,641
            )





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





F-5
 Index





CHINA
ELITE INFORMATION CO., LTD.


(a
development stage company)


STATEMENTS
OF CASH FLOWS


FOR
THE YEARS ENDED NOVEMBER 30, 2009 AND 2008, AND


FOR
THE PERIOD FROM INCEPTION (DECEMBER 19, 1997) TO NOVEMBER 30, 2009





(Expressed
      in U.S. Dollars)
            
            Cumulative
      from inception
            
            
            2009
            
            
            2008Cash flows from operating
      activitiesNet
      loss
            
            $
            (776,106
            )
            
            $
            (48,796
            )
            
            $
            (46,076
            )Adjustments
      to reconcile net loss to net cash flows used in operating
      activitiesDepreciation
            
            
            11,492
            
            
            
            -
            
            
            
            -Loss
      on disposal of property and equipment
            
            
            1,473
            
            
            
            -
            
            
            
            -Common
      stock issued for services
            
            
            48,400
            
            
            
            -
            
            
            
            -Changes
      in assets and liabilities(Increase)
      decrease in interest receivable
            
            
            (1,483
            )
            
            
            -
            
            
            
            -(Increase)
      decrease in prepayment
            
            
            -
            
            
            
            26
            
            
            
            2Increase
      (decrease) in accounts payable and accrued expenses
            
            
            3,687
            
            
            
            (10,451
            )
            
            
            (47
            )Net
      cash flows used in operating activities
            
            
            (712,537
            )
            
            
            (59,221
            )
            
            
            (46,121
            )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
            
            
            520,351
            
            
            
            59,221
            
            
            
            46,121Proceeds
      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
            
            
            724,002
            
            
            
            59,221
            
            
            
            46,121Increase
      (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
 Index





CHINA
ELITE INFORMATION CO., LTD.


(a
development stage company)


Notes
to Financial Statements


November
30, 2009


(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
 Index





CHINA
ELITE INFORMATION CO., LTD.


(a
development stage company)


Notes
to Financial Statements – (Continued)











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, who is also the majority shareholder, 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. 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
 Index





CHINA
ELITE INFORMATION CO., LTD.


(a
development stage company)


Notes
to Financial Statements – (Continued)











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 less to be cash equivalents. The Company did not
have any cash or cash equivalents for any of the periods presented.





Income
Taxes





As
required by the Income Taxes Topic of FASB ASC, the Company accounts for income
taxes under the liability method of accounting for income taxes. The liability
method, 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. The Company is not obligated for U.S. federal income
taxes because it is a British Virgin Islands company, which is not subject to
U.S. Federal income tax. The British Virgin Islands also does not have a
corporate income tax. If the Company merges with a U.S. based company,
historical net operating losses may not be available for future net income
offset.





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 the Earnings Per Share
Topic of FASB ASC. 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.





F-9
 Index





CHINA
ELITE INFORMATION CO., LTD.


(a
development stage company)


Notes
to Financial Statements – (Continued)











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 accounts for stock-based compensation in accordance with the Stock
Compensation Payment Topic of FASB ASC, which requires the Company to record as
an expense in its financial statements the fair value of all stock-based
compensation awards. There were no outstanding awards during the years ended
November 30, 2009 and 2008.





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.





Subsequent
Events





Management
has reviewed and evaluated material subsequent events from the balance sheet
date of November 30, 2009 through the financial statements issue date of
February 24, 2010, and concluded
that no subsequent events require disclosure or recognition in the November 30,
2009 financial statements.





Recent Accounting
Pronouncements





In April
2009, the FASB issued a staff position providing additional guidance on factors
to consider in estimating fair value when there has been a significant decrease
in market activity for a financial asset. The guidance was effective for interim
and annual periods ending after June 15, 2009. There was no material impact
on the financial statements as a result of the adoption of this new
guidance.





In April
2009, the FASB issued a staff position which changes the method for determining
whether an other-than-temporary impairment exists for debt securities and the
amount of the impairment to be recorded in earnings. The guidance is effective
for interim and annual periods ending after June 15, 2009. There was no
material impact on the financial statements as a result of the adoption of this
new guidance.





F-10
 Index





CHINA
ELITE INFORMATION CO., LTD.


(a
development stage company)


Notes
to Financial Statements – (Continued)











In May
2009, the FASB issued authoritative guidance establishing general standards of
accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued and
disclosure of the date through which subsequent events have been evaluated. The
new guidance became effective for interim and annual periods ending after
June 15, 2009. There was no material impact on the financial statements as
a result of the adoption of this new guidance.





In
June 2009, the FASB issued authoritative guidance on the consolidation of
variable interest entities, which is effective for annual financial periods
beginning after November 15, 2009. The new guidance requires evaluations of
whether entities represent variable interest entities, ongoing assessments of
control over such entities, and additional disclosures for variable interests.
The adoption of this new guidance is not expected to have a material impact on
the Company’s financial position or results of operations.





In June
2009, the FASB issued authoritative guidance that identifies the FASB Accounting
Standards Codification (“Codification”) as the sole source of U.S. GAAP
recognized by the FASB. The Codification identifies only two levels of GAAP:
authoritative and nonauthoritative. The new guidance became effective for
interim and annual periods ending after September 15, 2009. The Company is
utilizing the plain-English method for disclosures when referencing accounting
standards. The adoption of Codification did not have a material impact on the
Company’s financial statements.





In
October 2009, the FASB issued amendments to the accounting and disclosure for
revenue recognition. These amendments, effective for fiscal years beginning on
or after June 15, 2010 (early adoption is permitted), modify the criteria
for recognizing revenue in multiple element arrangements and the scope of what
constitutes a non-software deliverable. The adoption of this new guidance is not
expected to have a material impact on the Company’s financial position or
results of operations.





In
October 2009, the FASB issued amendments to the accounting and disclosure for
accounting for certain revenue arrangements that include software elements. The
amendments change the accounting model for revenue arrangements that include
both tangible products and software elements that are “essential to the
functionality,” and scope these products out of current software revenue
guidance. The amendments will now subject software-enabled products to other
revenue guidance and disclosure requirements, such as guidance surrounding
revenue arrangements with multiple-deliverables. These amendments, effective
prospectively for revenue arrangements entered into or materially modified in
the fiscal years beginning on or after June 15, 2010 (early adoption is
permitted). The adoption of this new guidance is not expected to have a material
impact on the Company’s financial position or results of
operations.





F-11
 Index





CHINA
ELITE INFORMATION CO., LTD.


(a
development stage company)


Notes
to Financial Statements – (Continued)











3.  Note
receivable





On May
25, 2000, the Company loaned $1,117,602 to Teltran International Group, Ltd.
(“Teltran”), a publicly held company that at the time traded on the Pink Sheets
(an electronic quotation and trading system in the over-the-counter securities).
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. This resulted in the
Company issuing 4,200,000 shares of its common stock valued at
$42,000.





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, 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, 2009 and 2008, 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.





F-12
 Index





CHINA
ELITE INFORMATION CO., LTD.


(a
development stage company)


Notes
to Financial Statements – (Continued)











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, 2009 and 2008, and to date, the Company uses
office space in a building located at 225 Broadway, Suite 1910, New York, New
York 10007. The Company 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.





6.  Stockholders’
Equity





The
Company’s authorized common stock is 50,000,000 common shares with $0.01 par
value. The Company’s authorized preferred stock is 10,000,000 preferred shares
with $0.01 par value. The common and preferred shares have the same rights,
which is allowed under the laws of the British Virgin Islands.





All stock
transactions are disclosed in footnote 1 and 3 above except the
following:





·
            During
      the year ended November 30, 2001 the Company repurchased 7,065,000 shares
      of its common stock from its' initial investors with a payment of a stock
      offering for a total consideration value of $1,151,672. In 2004, these
      shares where repurchased by the Company, cancelled and then held as
      treasury shares in connection with the May 21, 2004 Merger
      Agreement.





·
            140,000
      shares were issued for legal services valued at $1,400, or $0.01 per
      share, in February 2001.





·
            In
      September 2002 the Company issued a total of 1,250,000 shares of its
      common stock in a private placement, for a total consideration of $30,000
      ($.025 per share). Of this, 250,000 shares represented a $5,000 payment
      for legal fees.





·
            In
      2004, loans in the amount of $14,397 that were payable to the Company’s
      former director and President, Mr. Darrell Lerner were contributed to
      capital by Mr. Lerner.





The
Company has had no stock transactions since the fiscal year ending November 30,
2004.




END OF FINANCIAL
STATEMENTS





F-13
 Index





Item9.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure





On March
18, 2009, Clancy and Co., P.L.L.C. (“Clancy”), the Company’s independent
registered public accountants, notified the Company that it had resigned as the
Company’s independent auditors effective as of March 17, 2009.





On April
2, 2009, the Company appointed Lynda R. Keeton CPA, LLC (“Keeton”) to succeed
Clancy as the Company’s new independent registered public accounting firm. The
decision to appoint Keeton was recommended and approved by the sole director of
the Company.





Item9A.
            Controls
      and Procedures





Evaluation of Disclosure
Controls and Procedures





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





Management’s Report on
Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. Our internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.





Management
assessed the effectiveness of our internal control over financial reporting as
of November 30, 2009. In making this assessment, management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control – Integrated Framework. The COSO framework
summarizes each of the components of a company's internal control system,
including (i) the control environment, (ii) risk assessment, (iii) control
activities, (iv) information and communication, and (v) monitoring. Based on
management's assessment and those criteria, management believes that, as of
November 30, 2009, the Company maintained effective internal control over
financial reporting.





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permits us to provide only management's report in this annual
report.





23
 Index





Changes in Internal Controls
over Financial Reporting





There
were no changes in the Company’s internal control over financial reporting
during the period covered by this report that have materially affected, or are
reasonably likely to materially affect, the Company’s internal control over
financial reporting.





Item9B.
            Other
      Information





None








PART
III





Item 10.
            Directors,
      Executive Officers and Corporate
Governance





Directors and Executive
Officers





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
            
            PositionLi
      Kin Shing
            
            52
            
            CEO;
      President; Director





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 effective
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 UTStarcom's
subsidiary, UTStarcom Hong Kong Limited.





Corporate
Governance





The
Board





During
our fiscal year ended November 30, 2009, Company's Board consisted of a sole
director, Mr. Li. In accordance with the British Virgin Islands Law and the
Company’s Memorandum of Association and Articles of Association, the Company’s
business and affairs are managed under the direction of the Board.





Meetings
of the Board





24
 Index





The
Company’s Board consisted of a sole director during the fiscal year ended
November 30, 2009, and therefore, no Board meetings were held and there were no
resolutions 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.





Policy
Regarding Director Attendance At Annual Meetings





The
Company does not have a formal policy regarding the Board attendance at annual
meetings and the Company did not hold an annual meeting of shareholders during
the year ended November 30, 2009.





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, 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,
2009.





Code of
Ethics





We
adopted a code of ethics in February 2005, which applies to our principal
executive officer, principal financial officer, and principal accounting officer
or controller, and/or persons performing similar functions.





Involvement in Certain Legal
Proceedings





Our sole
director and executive officer has not, during the past ten years:





·
            been
      convicted in a criminal proceeding or been subject to a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);





25
 Index





·
            had
      any bankruptcy petition filed by or against any business of which he or
      she was a general partner or executive officer, either at the time of the
      bankruptcy or within two years prior to that
  time;


·
            been
      subject to any order, judgment, or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining, barring, suspending or otherwise limiting his or
      her involvement in any type of business, securities, futures, commodities
      or banking activities; or


·
            been
      found by a court of competent jurisdiction (in a civil action), the
      Securities and Exchange Commission or the Commodity Futures Trading
      Commission to have violated a federal or state securities or commodities
      law, and the judgment has not been reversed, suspended, or
      vacated.





Item11.
            Executive
      Compensation





Compensation of Directors
and Executive Officers





Darrell
Lerner had 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, 2007, 2008 and
2009.





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 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, 2007, 2008 or
2009 to any director or executive officer.  No Executive Officer held
options during the fiscal years ended November 30, 2008 and 2009. The Company
does not have any stock options outstanding at all.





Executive Employment
Contracts





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





Item12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters





Principal
Stockholders





26
 Index





The
following table sets forth certain information, as of March 1, 2010, 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.





Number
      of Shares
            
            
            Percent
      ofof
      Common shares
            
            
            Common
      sharesName
      of Beneficial Owner
            
            Beneficially
      Owned
            
            
            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 officers as a group (1 person)
            
            
            9,276,000
            
            
            
            82.8
            %





(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.





Item13.
            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, 2009, the Company has received unsecured and non-interest bearing
loans totaling $505,954 from Jandah Management Limited, which Mr. Li is the sole
shareholder. The loans are due on demand.





27
 Index





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.





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. 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 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.





Item14.
            Principal
      Accountant Fees and Services





The
following table is a summary of the fees billed for the audit and other services
provided by our independent registered public accounting firms:





Fee
      Category
            
            Year
      Ended November 30, 2009
            
            Year
      Ended November 30, 2008Audit
      fees
            
            $25,655
            
            $19,200Audit-related
      fees
            
            -
            
            -Tax
      fees
            
            -
            
            -All
      other fees
            
            -
            
            -





Audit
Fees. Consists of fees billed for professional services rendered for the
audit of our financial statements and review of our interim financial statements
included in quarterly reports and services that are normally provided by our
auditors in connection with statutory and regulatory filings or engagements,
including Registrations Statements and post-effective amendments to previously
filed registration statements.





28
 Index





Audit-Related
Fees. Consists of fees billed for assurance and related services that are
reasonably related to the performance of the audit or review of our financial
statements and are not reported under “Audit fees.” These services include
employee benefit plan audits, accounting consultations in connection with
acquisitions, attest services that are not required by statute or regulation,
and consultations concerning financial accounting and reporting
standards.





Tax Fees.
Consists of fees billed for professional services for tax compliance, tax
advice, and tax planning. These services include assistance regarding federal,
state and international tax compliance, tax audit defense, mergers and
acquisitions, and international tax planning.





All Other
Fees.  No other fees have been billed for products and services
billed by our accountants.





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 pre-approves 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, 2009. Our independent auditors did not provide us with any non-audit
services during the year ended November 30, 2009.








PART
IV





Item15.
            Exhibits,
      Financial Statement Schedules





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, Darrell 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.#





29
 Index




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.





30
 Index





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
      1, 2010
            By :
            /s/
      Li Kin ShingLi
      Kin ShingPresident
      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
            
            President,
      CEO and Director
            
            March
      1, 2010Li
      Kin Shing
            
            (Principal
      Executive Officer and Principal Financial and Accounting
      Officer)







31