UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K





x
Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended November 30, 2010





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 Identification No.)





c/o DeHeng Chen, LLC, 225 Broadway, Suite 1910, NY, NY

10007(Address of Principal Executive Offices)

(Zip Code)





(212) 608-6500(Registrant’s telephone number, including area code)





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 o   No x





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 o   No x





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 x   No 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 o   No 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.   x





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)

xSmaller reporting company





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





The aggregate market value of the voting and non-voting common equity as of May 31, 2010 held by non-affiliates of the registrant was $0.





As of February 21, 2011, there were 11,200,000shares of common stock outstanding.





Documents Incorporated by Reference: None





CHINA ELITEINFORMATION CO., LTD.


FORM 10-K


FOR THE YEAR ENDED NOVEMBER 30, 2010





INDEX





PageNumberPART I
2Item 1.

Business
2Item 1A.

Risk Factors
4Item 1B.

Unresolved Staff Comments
4Item 2.

Properties
4Item 3.

Legal Proceedings
4Item 4.

Removed and Reserved
4PART II
5Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
5Item 6.

Selected Financial Data
6Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
6Item 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
22Item 9A.

Controls and Procedures
22Item 9B.

Other Information
23PART III
23Item 10.

Directors, Executive Officers and Corporate Governance
23Item 11.

Executive Compensation
25Item 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
30


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.


1
 Index


PART I





Item 1.
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.





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.


2
 Index


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.





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.


3
 Index


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.





Item1B.
Unresolved Staff Comments





None.





Item 2.
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.





Item 3.
Legal Proceedings





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





Item4.
Removed and Reserved


4
 Index


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, 2010 – 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 February 21, 2011, we had a total of 11,200,000 common shares outstanding and as of February 21, 2011, 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.





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 February 21, 2011; 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.


5
 Index


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.





Item 7.
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.





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.


6
 Index


Results of Operations – Year Ended November 30, 2010 Compared to the Year Ended November 30, 2009





Revenues





The Company did not recognize any revenue in each of the years ended November 30, 2010 and 2009.





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, 2010 decreased 31.1%, or $15,156, to $33,640 from $48,796 for the year ended November 30, 2009. This decrease was due primarily to the reduction of legal and professional expenses 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, 2010 and 2009.





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, 2010 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.


7
 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.





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

10Balance Sheets

11Statements of Operations

12Statements of Changes in Stockholders’ Deficiency

13Statements of Cash Flows

15Notes to Financial Statements

16


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, 2010 and 2009, and the related statements of operations, stockholders’ deficit and cash flows for the two years ended November 30, 2010 and 2009, and the period from inception (December 19, 1997) to November 30, 2010. 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, 2010 and 2009, and the results of its operations and its cash flows for the two years ended November 30, 2010 and 2009, and the period from inception (December 19, 1997) to November 30, 2010, 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, 2011


10
 Index


CHINA ELITE INFORMATION CO., LTD.


(a development stage company)


BALANCE SHEETS


NOVEMBER 30, 2010 AND 2009





(Expressed in U.S. Dollars)

2010


2009ASSETSTotal assets

$
-


$
-LIABILITIES AND STOCKHOLDERS’ DEFICIENCYCurrent LiabilitiesAccounts payable and accrued expenses

$
8,223


$
3,687Loans from shareholder


535,058



505,954Total current liabilities


543,281



509,641Commitments 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


(809,746
)


(776,106
)Total stockholders’ deficiency


(543,281
)


(509,641
)Total liabilities and stockholders’ deficiency

$
-


$
-





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


11
 Index


CHINA ELITE INFORMATION CO., LTD.


(a development stage company)


STATEMENTS OF OPERATIONS


FOR THE YEARS ENDED NOVEMBER 30, 2010 AND 2009, AND


FOR THE PERIOD FROM INCEPTION (DECEMBER 19, 1997) TO NOVEMBER 30, 2010





(Expressed in U.S. Dollars)

Cumulative from inception


2010


2009Revenues

$
-


$
-


$
-General and administrative expensesSalaries and benefits


181,888



-



-General and administrative


556,990



33,640



48,796Consulting fees – related party


150,000



-



-Total general and administrative expenses


888,878



33,640



48,766Operating loss


(888,878
)


(33,640
)


(48,796
)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

$
(809,746
)

$
(33,640
)

$
(48,796
)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.


12
 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, 2010





(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.


13
 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, 2010





(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
)Net loss


-



-



-



(33,640
)


(33,640
)Balance – November 30, 2010


11,200,000


$
112,000


$
154,465


$
(809,746
)

$
(543,281
)





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


14
 Index


CHINA ELITE INFORMATION CO., LTD.


(a development stage company)


STATEMENTS OF CASH FLOWS


FOR THE YEARS ENDED NOVEMBER 30, 2010 AND 2009, AND


FOR THE PERIOD FROM INCEPTION (DECEMBER 19, 1997) TO NOVEMBER 30, 2010





(Expressed in U.S. Dollars)

Cumulative from inception


2010


2009Cash flows from operating activitiesNet loss

$
(809,746
)

$
(33,640
)

$
(48,796
)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 liabilitiesInterest receivable


(1,483
)


-



-Prepayment


-



-



26Accounts payable and accrued expenses


8,223



4,536



(10,451
)Net cash flows used in operating activities


(741,641
)


(29,104
)


(59,221
)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


549,455



29,104



59,221Proceeds 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


753,106



29,104



59,221Increase (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.


15
 Index


CHINA ELITE INFORMATION CO., LTD.


(a development stage company)


Notes to Financial Statements


November 30, 2010


(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.


16
 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.


17
 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.


18
 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, 2010 and 2009.





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.




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.


19
 Index


CHINA ELITE INFORMATION CO., LTD.


(a development stage company)


Notes to Financial Statements – (Continued)









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, 2010 and 2009, and as of the date of issuance of these financial statements.





5.  Conflicts of Interest, Litigation and Contingencies





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





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





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





During the fiscal years ended November 30, 2010 and 2009, 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.


20
 Index


CHINA ELITE INFORMATION CO., LTD.


(a development stage company)


Notes to Financial Statements – (Continued)







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


21
 Index


Item 9.
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.





Item 9A.
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, 2010. 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, 2010, 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 rules of the Securities and Exchange Commission that permits us to provide only management's report in this annual report.


22
 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.





Item 9B.
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

53

CEO; President; Director





Mr. Li is CEO, President and a director of the Company. Mr. Li acts as the Chairman and non-executive director of Directel Holdings Limited, a mobile virtual network operator with operations primarily in Hong Kong. Mr. Li is also the CEO and executive director of International Elite Ltd., 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.


23
 Index


Corporate Governance





The Board





During our fiscal year ended November 30, 2010, 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





The Company’s Board consisted of a sole director during the fiscal year ended November 30, 2010, 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, 2010.





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, 2010.


24
 Index


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);


·
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.





Item 11.
Executive Compensation





Compensation of Directors and Executive Officers





Mr. Li Kin Shing was appointed as our President, CEO and CFO, effective June 4, 2004, and is currently our sole officer. No compensation was paid to any directors or officers in the fiscal years ended November 30, 2008, 2009 and 2010.





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.


25
 Index


Stock Options





We did not grant stock options in the fiscal years ended November 30, 2008, 2009 or 2010 to any director or executive officer.  No Executive Officer held options during the fiscal years ended November 30, 2009 and 2010. 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.





Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters





Principal Stockholders





The following table sets forth certain information, as of February 21, 2011, with respect to persons known to the Company to be the beneficial owners, directly and indirectly, of more than 5% of the Company’s Common shares and beneficial ownership of such Common shares by directors and executive officers of the Company.





Name of Beneficial Owner

Number of Shares

of Common shares

Beneficially Owned


Percent of

Common shares

Beneficially OwnedJandah Management Limited


9,276,000



82.8
%Glory Ways Holdings Limited


846,000



7.5
%Good Business Technology Limited


854,000



7.6
%Li Kin Shing (2)


9,276,000



82.8
%All  directors  and executive 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.





Changes in Control





We are not aware of any arrangements which may at a subsequent date result in a change in control of the Company.


26
 Index


Equity Compensation Plan Information





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





Item 13.
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, 2010, the Company has received unsecured and non-interest bearing loans totaling $535,058 from Jandah Management Limited, which Mr. Li is the sole shareholder. The loans are due on demand.





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.


27
 Index


Item 14.
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, 2010


Year Ended November 30, 2009Audit fees


$
14,402


$
25,655Audit-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.





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, 2010. Our independent auditors did not provide us with any non-audit services during the year ended November 30, 2010.


28
 Index


PART IV





Item 15.
Exhibits, Financial Statement Schedules





The following documents are filed as part of this report:





Financial Statements and Financial Statement Schedules





The financial statements are included in Item 8 of this Form 10-K.





Exhibits Required by Item 601 of Regulation S-K





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.#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.


29
 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:  February 28, 2011
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

February 28, 2011Li Kin Shing

(Principal Executive Officer and Principal Financial and Accounting Officer)






30