UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





AMENDMENT
NO. 1 TO FORM 10-K


ON
FORM 10-K/A





x
            Annual
      report under Section 13 or 15(d) of the Securities Exchange Act of 1934
      For the fiscal year ended November 30,
2008





 ̈
            Transition
      report under Section 13 or 15(d) of the Securities Exchange Act of 1934
      For the transition period from ______to
______





Commission
      file number:  000-25591CHINA
      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





Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.    ̈





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90
days.   Yes x   No
 ̈





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.   x





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





Revenues
for the year ended November 30, 2008: $0





As of
September 29, 2009, the aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant was $0.





As of
September 29, 2009, there were 11,200,000shares of common stock
outstanding.





Documents
Incorporated by Reference:


None.





Transitional
Small Business Disclosure Format (Check one):   Yes  ̈   No
x










EXPLANATORY
NOTES





This
Amendment No. 1 to the Registrant’s Annual Report on Form 10-KSB for the fiscal
year ended November 30, 2008 (the “2008 Annual Report”), is being filed because
the Registrant’s prior auditor, Clancy and Co., P.L.L.C. (“Clancy”), had its
registration with the Public Company Accounting Oversight Board revoked on March
31, 2009.  As a result, the Registrant may not include Clancy’s audit
report in its 2008 Annual Report.  The Registrant is amending the 2008
Annual Report to replace Clancy’s audit report with an audit report from the
Registrant’s current auditor, Lynda R. Keeton CPA, LLC
(“Keeton”).  Keeton has re-audited all periods presented in the
financial statements contained in the 2008 Annual Report.  There was
no material changes in the financial statements (including the notes thereto)
contained in the 2008 Annual Report as a result of the re-audit by
Keeton.





Except as
so amended by this Amendment No. 1, the Registrant’s 2008 Annual Report remains
as originally filed on March 13, 2009.





CHINA ELITE INFORMATION CO., LTD.


AMENDMENT
NO. 1 TO FORM 10-K ON FORM 10-K/A


FOR
THE YEAR ENDED NOVEMBER 30, 2008





INDEX





Page
              NumberPART II
            1Item 7. Financial
      Statements
            1SIGNATURES
            15


Index


PART
II








Item7.
            Financial
      Statements








INDEX
TO FINANCIAL STATEMENTS





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


1
 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, 2008 and 2007, and the related consolidated statements of
operations, stockholders’ deficit, and cash flows for the two years ended
November 30, 2008 and 2007, and the period from inception (December 19, 1997) to
November 30, 2008.  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 audits 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, 2008 and 2007, and the results of its operations and its cash
flows for the two years ended November 30, 2008 and 2007, and the period from
inception (December 19, 1997) to November 30, 2008, 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





October
7, 2009


F-1
 Index


CHINA
ELITE INFORMATION CO., LTD.


(a
development stage company)


BALANCE
SHEETS


NOVEMBER
30, 2008 AND 2007





(Expressed
      in U.S. Dollars)
            
            2008
            
            
            2007ASSETSCurrent
      AssetsPrepayment
            
            $
            26
            
            
            $
            28Total
      current assets
            
            
            26
            
            
            
            28Total
      assets
            
            $
            26
            
            
            $
            28LIABILITIES AND STOCKHOLDERS’
      DEFICIENCYCurrent
      LiabilitiesAccounts
      payable and accrued expenses
            
            $
            14,138
            
            
            $
            14,185Loans
      from shareholder
            
            
            446,733
            
            
            
            400,612Total
      current liabilities
            
            
            460,871
            
            
            
            414,797Commitments
      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
            
            
            (727,310
            )
            
            
            (681,234
            )Total
      stockholders’ deficiency
            
            
            (460,845
            )
            
            
            (414,769
            )Total
      liabilities and stockholders’ deficiency
            
            $
            26
            
            
            $
            28





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, 2008 AND 2007, AND


FOR
THE PERIOD FROM INCEPTION (DECEMBER 19, 1997) TO NOVEMBER 30, 2008





(Expressed
      in U.S. Dollars)
            
            Cumulative
      from inception
            
            
            2008
            
            
            2007Revenues
            
            $
            -
            
            
            $
            -
            
            
            $
            -General
      and administrative expensesSalaries
      and benefits
            
            
            181,888
            
            
            
            -
            
            
            
            -General
      and administrative
            
            
            474,554
            
            
            
            46,076
            
            
            
            68,322Consulting
      fees – related party
            
            
            150,000
            
            
            
            -
            
            
            
            -Total
      general and administrative expenses
            
            
            806,442
            
            
            
            46,076
            
            
            
            68,322Operating
      loss
            
            
            (806,442
            )
            
            
            (46,076
            )
            
            
            (68,322
            )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
            
            $
            (727,310
            )
            
            $
            (46,076
            )
            
            $
            (68,322
            )Basic
      and diluted net loss per share
            
            
            
            
            
            $
            (0.00
            )
            
            $
            (0.01
            )Weighted
      average shares outstanding
            
            
            
            
            
            
            11,200,000
            
            
            
            11,200,000





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


F-3
 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, 2008





(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
            )





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, 2008





(Expressed
      in U.S. Dollars)
            
            Common
              Shares
            
            
            Common
      Stock
              At
      Par Value
            
            
            Additional
              Paid
      In
              Capital
            
            
            Deficit
      Accumulated During the Development Stage
            
            
            TotalIssuance
      of shares in private placement for cash Reg D, Rule 506, September 7, 2002
      ($0.025 per share)
            
            
            1,000,000
            
            
            
            10,000
            
            
            
            15,000
            
            
            
            -
            
            
            
            25,000Issuance
      of shares as stock compensation 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
            )
            
            
            4,570Net
      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
            )





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, 2008 AND 2007, AND


FOR
THE PERIOD FROM INCEPTION (DECEMBER 19, 1997) TO NOVEMBER 30, 2008





(Expressed
      in U.S. Dollars)
            
            Cumulative
      from inception
            
            
            2008
            
            
            2007Cash flows from operating
      activitiesNet
      loss
            
            $
            (727,310
            )
            
            $
            (46,076
            )
            
            $
            (68,322
            )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
            )
            
            
            2
            
            
            
            (28
            )Increase
      (decrease) in accounts payable and accrued expenses
            
            
            14,138
            
            
            
            (47
            )
            
            
            (12,721
            )Net
      cash flows used in operating activities
            
            
            (653,316
            )
            
            
            (46,121
            )
            
            
            (81,071
            )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
            
            
            461,130
            
            
            
            46,121
            
            
            
            81,071Proceeds
      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
            
            
            664,781
            
            
            
            46,121
            
            
            
            81,071Increase
      (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, 2008


(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.





Property and
Equipment





Property
and equipment is recorded at cost and is depreciated by the straight-line method
over the estimated useful lives of the assets. Expenditures for repairs and
maintenance are charged to expense as incurred. When property and equipment is
sold or otherwise disposed of, the asset account and related accumulated
depreciation account are relieved, and any gain or loss is included in
operations. For the years ended November 30, 2008 and 2007, the Company did not
have any property and equipment or related depreciation expenses.





Income
Taxes





The
Company accounts for income taxes under the liability method of accounting for
income taxes in accordance with the provisions of Statement of Financial
Accounting Standards (“SFAS”) No. 109, Accounting for Income Taxesand related interpretations and guidance including FIN 48, Accounting for Uncertainty in Income
Taxes – an interpretation of FASB Statement No. 109 (“FIN 48”). 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.
 F-9
 Index


CHINA
ELITE INFORMATION CO., LTD.


(a
development stage company)


Notes
to Financial Statements – (Continued)










Loss Per
Share





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


Fair Value of Financial
Instruments





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





Stock-based
Compensation





The
Company accounts for stock-based compensation in accordance with SFAS
No. 123R, Share-Based
Payment, 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, 2008 and
2007.





Accounting for Derivative
Instruments and Hedging Activities





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





Related Party
Transactions





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


F-10
 Index


CHINA
ELITE INFORMATION CO., LTD.


(a
development stage company)


Notes
to Financial Statements – (Continued)










Recent Accounting
Pronouncements





In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations, or
SFAS No. 141R, which replaces SFAS No. 141. SFAS No. 141R
establishes principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any non-controlling interest in the acquiree, the goodwill
acquired and the expenses incurred in connection with the acquisition. SFAS
No. 141R also establishes disclosure requirements to enable the evaluation
of the nature and financial effects of the business combination. SFAS
No. 141R is effective for fiscal years beginning after December 15,
2008. The nature and magnitude of the impact, if any, of
SFAS No. 141(R) on our financial statements will be limited to the
nature, terms and size of any acquisitions consummated after the effective
date.





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an Amendment of Accounting Research Bulletin
No. 51,which
establishes accounting and reporting standards for ownership interests in
subsidiaries held by parties other than the parent, the amount of consolidated
net income attributable to the parent and to the noncontrolling interest,
changes in a parent’s ownership interest and the valuation of retained
noncontrolling equity investments when a subsidiary is deconsolidated. SFAS
No. 160 also establishes disclosure requirements that clearly identify and
distinguish between the interests of the parent and the interests of the
noncontrolling owners. SFAS No. 160 is effective for fiscal years beginning
on or after December 15, 2008. The adoption of SFAS No. 160 is
not expected to have a material impact on our financial
statements.





In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities — An Amendment of FASB Statement
No. 133, or SFAS No. 161, which amends and expands the
disclosure requirements of SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, to require qualitative disclosure
about objectives and strategies in using derivatives, quantitative disclosures
about fair value amounts of gains and losses on derivative instruments, and
disclosures about the underlying credit-risk-related contingent features in
derivative agreements. SFAS No. 161 requires additional disclosures
concerning the impact of derivative instruments reflected in an entity’s
financial statements; the manner in which derivative instruments and related
hedged items are accounted for under SFAS No. 133; and the impact that
derivative instruments and related hedged items may have on an entity’s
financial position, performance and cash flows. SFAS No. 161 is
effective for financial statements issued in fiscal years beginning after
November 15, 2008 and requires only additional disclosures concerning
derivatives and hedging activities. The adoption of SFAS No. 161 is
not expected to have a material impact on our financial
statements.


In April
2008, the FASB issued Staff Position No. FAS 142-3, Determination of the Useful Life of
Intangible Assets, or FSP FAS 142-3. FSP FAS 142-3 amends the
factors considered in developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset under
SFAS No. 142, Goodwill and Other Intangible
Assets, in order to improve the consistency between the useful life of
the recognized intangible asset and the period of expected cash flows used to
measure the fair value of the asset. FSP FAS 142-3 applies to:
(1) intangible assets that are acquired individually or with a group of
other assets, and (2) intangible assets acquired both in business
combinations and asset acquisitions. FSP FAS 142-3 is effective for
financial statements issued for fiscal years beginning after December 15,
2008, and interim periods within those fiscal years. The adoption of FSP
FAS 142-3 is not expected to have a material impact on our financial
statements.




In May
2008, the FASB issued Staff Position No. APB 14-1, Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement), or FSP APB 14-1. FSP APB 14-1 requires that issuers of
certain convertible debt instruments that may be settled in cash upon
conversion, including partial cash settlement, separately account for the
liability and equity components (i.e. the embedded conversion option) and
recognize the accretion of the resulting discount on the debt as interest
expense. FSP APB 14-1 is effective for fiscal years beginning after
December 15, 2008 and for interim periods within those fiscal years. It is
required to be applied retrospectively to convertible debt instruments within
its scope that were outstanding during any period presented in the financial
statements issued after the effective date. The adoption of FSP APB 14-1 is not
expected to have a material impact on our financial statements.


F-11
 Index





CHINA
ELITE INFORMATION CO., LTD.


(a
development stage company)


Notes
to Financial Statements – (Continued)










In May
2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles."  SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of non-governmental entities that are
presented in conformity with generally accepted accounting principles in the
United States of America.  SFAS No. 162 will be effective 60 days
after the Securities and Exchange Commission approves the Public Company
Accounting Oversight Board's amendments to AU Section 411.  The
Company not expect that the adoption the adoption of SFAS No. 162 will have an
impact on its financial statements.
 
 In April
2009, the FASB issued FASB Staff Positions 115-2 and 124-2, “Recognition and
Presentation of Other-Than-Temporary Impairments”(“FSP 115-2 and
124-2”). FSP 115-2 and 124-2 amends the other-than-temporary impairment
guidance for debt securities to make the guidance more operational and to
improve the presentation and disclosure of other-than-temporary impairments on
debt and equity securities in the financial statements. FSP 115-2 and 124-2
does not amend existing recognition and measurement guidance related to
other-than-temporary impairments of equity securities. The Company adopted FSP
115-2 and 124-2 in the second quarter of 2009. FSP 115-2 and 124-2 did not have
a material impact on the financial statements.
 
 In
April 2009, the FASB issued FASB Staff Position 157-4, “Determining Fair
Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly,”
(“FSP 157-4”). FSP 157-4 provides additional guidance for estimating fair value
in accordance with SFAS No. 157, “Fair Value Measurements,” when the volume
and level of activity for the asset or liability have significantly decreased.
FSP 157-4 also includes guidance on identifying circumstances that indicate a
transaction is not orderly. FSP 157-4 is effective for interim and annual
reporting periods ending after June 15, 2009. The Company adopted FSP 157-4
in the second quarter of 2009. FSP 157-4 did not have a material impact on the
financial statements.
  In June
2009, the FASB issued Statement of Financial Accounting Standards No. 165,
“Subsequent Events,” (“SFAS 165”). SFAS 165 establishes 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. SFAS
165 applies to both interim financial statements and annual financial
statements. SFAS 165 is effective for interim or annual financial periods ending
after June 15, 2009. SFAS 165 does not have a material impact on our financial
statements.
  In
June 2009, the FASB issued Statement of Financial Accounting Standards
No. 166, “Accounting for Transfers of Financial Assets, an amendment to
SFAS No. 140,” (“SFAS 166”). SFAS 166 eliminates the concept of a
“qualifying special-purpose entity,” changes the requirements for derecognizing
financial assets, and requires additional disclosures in order to enhance
information reported to users of financial statements by providing greater
transparency about transfers of financial assets, including securitization
transactions, and an entity’s continuing involvement in and exposure to the
risks related to transferred financial assets. SFAS 166 is effective for fiscal
years beginning after November 15, 2009. The Company will adopt
SFAS 166 in fiscal 2010. The Company does not expect that the adoption of
SFAS 166 will have a material impact on the consolidated financial
statements.
  In June
2009, the FASB issued Statement of Financial Accounting Standards No. 167,“Amendments to FASB
Interpretation No. 46(R),” (“SFAS 167”). The amendments include: (1) the
elimination of the exemption for qualifying special purpose entities, (2) a new
approach for determining who should consolidate a variable-interest entity, and
(3) changes to when it is necessary to reassess who should consolidate a
variable-interest entity. SFAS 167 is effective for the first annual reporting
period beginning after November 15, 2009 and for interim periods within that
first annual reporting period. The Company will adopt SFAS 167 in fiscal 2010.
The Company does not expect that the adoption of SFAS 167 will have a material
impact on the consolidated financial statements.
  In June
2009, the FASB issued Statement of Financial Accounting Standards No. 168,
“The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles,” (“SFAS 168”). SFAS 168 replaces FASB Statement
No. 162, “The Hierarchy of Generally Accepted Accounting Principles”, and
establishes the FASB Accounting Standards Codification (“Codification”) as the
source of authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial statements
in conformity with generally accepted accounting principles (“GAAP”). SFAS 168
is effective for interim and annual periods ending after September 15,
2009. The Company will begin to use the new Codification when referring to GAAP
in its annual report on Form 10-K for the fiscal year ending November 30, 2009.
This will not have an impact on the consolidated results of the
Company.
 F-12
 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, 2008 and 2007, and as of the date of issuance of these financial
statements.


F-13
 Index


CHINA
ELITE INFORMATION CO., LTD.


(a
development stage company)


Notes
to Financial Statements – (Continued)










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, 2008 and 2007, 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-14
 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:  October
      9, 2009
            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
            
            October
      9, 2009Li
      Kin Shing
            
            (Principal
      Executive Officer and Principal Financial and Accounting
      Officer)





15