**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-KSB**

 

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

For the fiscal year ended November 30, 2007

 

| 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.**

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(Exact name of Registrant as Specified in its Charter)

 
| **BRITISH VIRGIN                    ISLANDS**                                                        | **11-3462369**                                       |
|------------------------------------------------------------------------------------------------------|------------------------------------------------------|
| --------------------------------------                                                               | ----------------------------------                   |
| (State or other                    jurisdiction of                    incorporation or organization) | (IRS Employer                    Identification No.) |

| **c/o DeHeng Chen Chan, LLC, 225 Broadway, Suite 1910,                            NY, NY** | **10007** |
|--------------------------------------------------------------------------------------------|-----------|

| **------------------------------------------------------------------------------------                             ** | **--------------** |
|----------------------------------------------------------------------------------------------------------------------------|--------------------|

| (Address of Principal Executive Offices) | (Zip Code) |
|------------------------------------------|------------|

 

**(212) 608-6500**

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(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.    o

 

Check whether the issuer (1) filed all reports required to be filed by            Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for            such shorter period that the registrant was required to file such reports), and (2) has            been subject to such filing requirements for the past 90 days. YesxNo            o

 

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

 

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registrant’s knowledge, in definitive proxy or information            statements incorporated by reference in Part III of this Form 10-KSB or any amendment            to this Form 10-KSB.x

 

Indicate by check mark whether the registrant is a shell company (as            defined by Rule 12b-2 of the Exchange Act). YesxNo  o

 

Revenues for the year ended November 30, 2007:$0

 

As            of February 28, 2008, the aggregate market value of the voting and non-voting common            equity held by non-affiliates of the registrant was $0.

 

As            of February 28, 2008, there were 11,200,000shares of common            stock outstanding.

 

Documents Incorporated by Reference:

None.

 

| Transitional Small Business Disclosure Format (Check                            one):   | Yes o   | Nox |
|----------------------------------------------------------------------------------------------|--------------|-----|

 

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**CHINA ELITE INFORMATION CO., LTD.**

**FORM 10-KSB**

**FOR THE YEAR ENDED NOVEMBER 30, 2007**

 

**INDEX**

 

|                                                                                                |                                                                                                                                                                             | **Page                        Number** |
|------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------|
|                                                                                           |                                                                                                                                                                        |                                   |
| PART I                                                                                         |                                                                                                                                                                        | 1                                      |
|                          Item 1.                                      | Description of                    Business                                                                                                                                  | 1                                      |
|                          Item 2.                                      | Description of                    Properties                                                                                                                                | 4                                      |
|                          Item 3.                                      | Legal                    Proceedings                                                                                                                                        | 5                                      |
|      Item                    4.                                       | Submission of Matters to                    a Vote of Security Holders                                                                                                      | 5                                      |
|                                                                                                |                                                                                                                                                                             |                                        |
|                                                                                           |                                                                                                                                                                        |                                   |
| PART                    II                                                                     |                                                                                                                                                                        | 5                                      |
|      Item                    5.         | Market                    for Common Equity, Related Stockholder Matters and Small Business Issuer                    Purchases of Equity Securities                        | 5                                      |
|                          Item 6.                                      | Management’s                    Discussion and Analysis or Plan of Operation                                                                                          | 6                                      |
|      Item                    7.                                       | Financial                    Statements                                                                                                                                     | 10                                     |
|      Item                    8.                                       | Changes                    in and Disagreements with Accountants on Accounting and Financial                    Disclosure                                                  | 24                                     |
|                          Item 8A.                                     | Controls                    and Procedures                                                                                                                                  | 24                                     |
|      Item                    8B.                                      | Other                    Information                                                                                                                                        | 24                                     |
|                                                                                                |                                                                                                                                                                             |                                        |
|                                                                                           |                                                                                                                                                                        |                                   |
| PART                    III                                                                    |                                                                                                                                                                        | 25                                     |
|                          Item 9.        | Directors, Executive                    Officers, Promoters, Control Persons and Corporate Governance; Compliance with                    Section 16(a) of the Exchange Act | 25                                     |
|      Item                    10.                                      | Executive                    Compensation                                                                                                                                   | 27                                     |
|                          Item 11.                                     | Security                    Ownership of Certain Beneficial Owners and Management and Related Stockholder                    Matters                                        | 28                                     |
|                          Item 12.                                     | Certain                    Relationships and Related Transactions, and Director Independence                                                                                | 29                                     |
|      Item                    13.                                      | Exhibits                                                                                                                                                                    | 30                                     |
|                          Item 14.                                     | Principal Accountant Fees                    and Services                                                                                                                   | 30                                     |
|                                                                                                |                                                                                                                                                                             |                                        |
|                                                                                           |                                                                                                                                                                        |                                   |
| SIGNATURES                                                                                     |                                                                                                                                                                             | 33                                     |

 

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**PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS**

 

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

 

These risks and uncertainties, many of which are beyond our control,            include (i) the sufficiency of existing capital resources and the Company's ability to            raise additional capital to fund cash requirements for future operations; (ii)            uncertainties involved in the acquisition of an operating business in targeted industry            and/or a targeted geographic region; (iii) the Company’s ability to achieve            sufficient revenues through an operating business to fund and maintain operations; (iv)            volatility of the stock market; and (v) general economic conditions. Although the            Company believes the expectations reflected in these forward-looking statements are            reasonable, such expectations may prove to be incorrect. Investors should be aware that            they could lose all or substantially all of their investment.

 

**PART I**

 

| **I**tem**1.** | **Description of 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 Chan, LLC, 225 Broadway, Suite 1910, New York, New York 10007. Our telephone            number is (212) 608-6500.

 

1

 

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Our History

 

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

 

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

 

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

 

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

 

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

 

2

 

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

 

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

 

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

 

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

 

Our Business

 

During the past year, our management has endeavored to identify and            pursue profitable business opportunities through mergers and acquisitions, so as to            diversify the business risks and maximize the returns to stockholders. Although we do            not plan to limit our options to any particular industry, we will initially target the            telecom industry in the People’s Republic of China (“PRC”), including            the Hong Kong market. Currently, we are exploring a possible transaction with various            telecom operators in the PRC. These telecom providers are principally engaged in            selling and distribution of telecom services and provision of value-added services,            including (but not limited to) operating call centers, providing telemarketing            services, customer relationship management services, mobile applications and calling            cards.

 

3

 

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

 

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

 

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

 

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

 

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

 

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

 

Employees

 

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

 

| **Item 2.** | **Description of Properties** |
|-------------|-------------------------------|

 

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

 

4

 

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| **Item 3.** | **Legal Proceedings** |
|-------------|-----------------------|

 

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

 

| **Item 4.** | **Submission of Matters to a Vote of Security                            Holders** |
|-------------|------------------------------------------------------------------------------------|

 

There were no matters submitted to a vote of stockholders during the            fourth quarter of the fiscal year ended November 30, 2007.

 

**PART II**

 

| **Item 5.** | **Market for Common Equity, Related Stockholder Matters                            and Small Business 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 a listing on the OTC Bulletin Board in the            United States. Our shares are not and have not been listed or quoted on any exchange or            quotation system.

 

Number of Shareholders as of November 30, 2007 – 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 28, 2008, we had a total of 11,200,000 common shares outstanding and as of            March 15, 2007, only 1,250,000 common shares are available for resale to the public            without compliance of Rule 144 (as explained below). Such shares are comprised of            396,000 shares of our common stock acquired by GWH from the Prior Selling security            holders and 854,000 shares of our common stock acquired by GBT from the Prior Selling            security holders. All such shares may be sold without complying with the volume and            trading limitations of Rule 144 of the Act.

 

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

 

In            general, under Rule 144 as 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

 

5

 

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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 28, 2008; or |
|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

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

 

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

 

Dividends

 

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

 

| **Item 6.** | **Management’s Discussion and Analysis or Plan of                            Operation** |
|-------------|------------------------------------------------------------------------------------------------|

 

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

 

Plan of Operation

 

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

 

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

 

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

 

6

 

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operating call centers, providing telemarketing services, customer            relationship management services, mobile applications, and calling cards.

 

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

 

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

 

Capital Resources and Liquidity

 

The            Company does not currently have any cash in its bank account or have any other assets,            however management believes, based on its oral commitment from its President and            majority shareholder to fund the Company’s operating activities at its current            level of expenditures, it has sufficient resources to meet the anticipated needs of the            Company’s operations, such as maintaining its required continuous disclosure and            reporting requirements with the Securities and Exchange Commission, for the next twelve            months, though there can be no assurances to that effect. The Company had no revenues            for the year ended November 30, 2007 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.

 

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.

 

7

 

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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 and the goodwill acquired. SFAS No. 141R            also establishes disclosure requirements which will enable users to evaluate the nature            and financial effects of the business combination. SFAS No. 141R is effective for            business combinations for which the acquisition date is on or after the beginning of            the first annual reporting period beginning on or after December 15, 2008. The            adoption of this standard had no impact to the Company’s financial position,            results of operations, or cash flows.

 

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            reporting requirements that provide sufficient disclosures 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, and interim periods within            those fiscal years, beginning on or after December 15, 2008. The adoption of this            standard had no impact to the Company’s financial position, results of            operations, or cash flows.

 

In            June 2007, the Emerging Issues Task Force (EITF) issued Issue            No. 07-3,*Accounting for Nonrefundable Advance Payments            for Goods or Services To Be Used in Future Research and Development            Activities*(EITF 07-3) which concluded that nonrefundable            advance payments for goods or services to be received in the future for use in research            and development activities should be deferred and capitalized. The capitalized amounts            should be expensed as the related goods are delivered or services are performed. Such            capitalized amounts should be charged to expense if expectations change such that the            goods will not be delivered or services will not be performed. The provisions of EITF            07-3 are effective for new contracts entered into during fiscal years beginning after            December 15, 2007. The consensus may not be applied to earlier periods and early            adoption is not permitted. The adoption of this standard had no impact to the            Company’s financial position, results of operations, or cash flows.

 

In            February 2007, the FASB issued SFAS No. 159,*The            Fair Value Option for Financial Assets and Financial Liabilities—Including an            amendment of FASB Statement No.* *115*(SFAS No. 159), which permits            entities to choose to measure many financial instruments and certain other items at            fair value that are not currently required to be measured at fair value. SFAS            No. 159 is effective for fiscal years beginning after November 15, 2007. The            adoption of this standard had no impact to the Company’s financial position,            results of operations, or cash flows.

 

8

 

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In            September 2006, the FASB issued Statement of Financial Accounting Standards            No. 157,*Fair Value Measurements*(SFAS No. 157). This standard establishes the framework for            measuring fair value and expands the disclosure requirement for fair value            measurements. SFAS No. 157 is effective for fiscal years beginning after            November 15, 2007. The adoption of this standard had no impact to the            Company’s financial position, results of operations, or cash flows.

 

 

9

 

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| **Item 7.** | **Financial Statements** |
|-------------|--------------------------|

 

 

 

 

**INDEX TO FINANCIAL STATEMENTS**

 

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

 

 

10

 

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**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING            FIRM**

 

**To            the Board of Directors and Stockholders of**

**China Elite Information Co., Ltd.**

 

We            have audited the accompanying balance sheets of China Elite Information Co., Ltd., a            development stage company, (the “Company”) as of November 30, 2007 and            2006, and the related statements of operations, changes in stockholders’            deficiency and cash flows for the fiscal years then ended, and for the period from            inception (December 19, 1997) to November 30, 2007. These financial statements are the            responsibility of the Company’s management. Our responsibility is to express an            opinion on these financial statements based on our audits. We did not audit the            cumulative data from inception to November 30, 2003 in the statements of            stockholders’ deficiency, operations and cash flows, which were audited by other            auditors whose report, dated December 22, 2003, expressed an unqualified opinion on the            cumulative amounts. Our opinion, insofar as it relates to the amounts included for            cumulative data from inception to November 30, 2003, is based solely on the report of            the other auditors.

 

We            conducted our audits in accordance with the standards of the Public Company Accounting            Oversight Board (United States). Those standards require that we plan and perform the            audits to obtain reasonable assurance about whether the financial statements are free            of material misstatement. 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 the Company as of November 30, 2007 and 2006, and            the results of its operations and its cash flows for the fiscal years then ended, and            for the period from inception (December 19, 1997) to November 30, 2007, in conformity            with generally accepted accounting principles in the United States of            America.

 

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

 

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

Phoenix, Arizona

 

February27,            2008

 

 

F-1

 

----

 

**CHINA ELITE INFORMATION CO., LTD.**

**(a            development stage company)**

**BALANCE SHEETS**

**NOVEMBER 30, 2007 AND 2006**

 

| **(Expressed in U.S.                    Dollars)**                                                                                                                                                                                           | **2007** |   | **2006** |     |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|--------|----------|----------|
|                                                                                                                                                                                                                                              |     |
|                                                                                                                                                                                                                                         |     |   |     |     |   |   |   |   |
| **ASSETS**                                                                                                                                                                                                                                   |     |   |     |          |   |   |  |   |
| Current Assets                                                                                                                                                                                                                               |     |   |
|      Prepayment                                                                                                                                                                                                     |     |   | $        | 28       |   | $ | — |   |
|                                                                                                                                                                                                                                              |          |        |          |
|      Total                    current assets                                                                                                                                                                        |     |   |     | 28       |   |   | — |   |
|                                                                                                                                                                                                                                              |          |        |          |
|                                                                                                                                                                                                                                         |     |   |     |     |   |   |   |   |
| Total assets                                                                                                                                                                                                                                 |     |   | $        | 28       |   | $ | — |   |
|                                                                                                                                                                                                                                              |          |        |          |
|                                                                                                                                                                                                                                         |     |   |
| **LIABILITIES                    AND STOCKHOLDERS’ DEFICIENCY**                                                                                                                                                                        |     |   |     |     |   |   |   |   |
| Current                    Liabilities                                                                                                                                                                                                       |     |   |     |     |   |   |   |   |
|      Accounts                    payable and accrued expenses                                                                                                                                                       |     |   | $        | 14,185   |   | $ | 26,906 |   |
|      Loans from                    shareholder                                                                                                                                                                      |     |   |     | 400,612  |   |   | 319,541 |   |
|                                                                                                                                                                                                                                              |          |        |          |
|      Total                    current liabilities                                                                                                                                                                   |     |   |     | 414,797  |   |   | 346,447 |   |
|                                                                                                                                                                                                                                              |          |        |          |
|                                                                                                                                                                                                                                         |     |   |
| Commitments and                    Contingencies                                                                                                                                                                                             |     |   |     |     |   |   |   |   |
|                                                                                                                                                                                                                                         |     |   |     |     |   |   |   |   |
| Stockholders’                    Deficiency                                                                                                                                                                                            |     |   |     |     |   |   |   |   |
|      Preferred                    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  |   |   | 112,000 |   |
|      Additional                    paid in capital                                                                                                                                                                  |     |   |     | 154,465  |   |   | 154,465 |   |
|      Deficit                    accumulated during the development stage                                                                                                                                            |     |   |     | (681,234 | ) |   | (612,912 | ) |
|                                                                                                                                                                                                                                              |          |        |          |
|      Total                    stockholders’ deficiency                                                                                                                                                        |     |   |     | (414,769 | ) |   | (346,447 | ) |
|                                                                                                                                                                                                                                              |          |        |          |
|                                                                                                                                                                                                                                         |     |   |     |     |   |   |   |   |
| Total liabilities and                    stockholders’ deficiency                                                                                                                                                                      |     |   | $        | 28       |   | $ | — |   |
|                                                                                                                                                                                                                                              |          |        |          |

 

 

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

 

F-2

 

----

 

**CHINA ELITE INFORMATION CO., LTD.**

**(a            development stage company)**

**STATEMENTS OF OPERATIONS**

**FOR THE YEARS ENDED NOVEMBER 30, 2007 AND 2006, AND**

**FOR THE PERIOD FROM INCEPTION (DECEMBER 19, 1997) TO NOVEMBER 30,            2007**

 

| **(Expressed in U.S.                    Dollars)**                                     |   |   | **Cumulative                    from                    inception** |     | **2007** |   | **2006**   |   |
|----------------------------------------------------------------------------------------|--------|--------|---------------------------------------------------------------------|----------|----------|--------|------------|--------|
|                                                                                        |        |        |                                                                     |          |
|                                                                                   |   |   |                                                                |     |     |   |       |   |   |   |   |
| **Revenues**                                                                           |   |   | $                                                                   | —  |     | $      | —    |   | $ | — |   |
|                                                                                   |   |   |
| **General and                    administrative expenses**                             |   |   |                                                                |     |     |   |       |   |   |   |   |
|                         Salaries and benefits                      |   |   |                                                                | 181,888  |     |   | —    |   |   | — |   |
|                         General and administrative                 |   |   |                                                                | 428,478  |     |   | 68,322     |   |   | 64,301 |   |
|                         Consulting fees - related party            |   |   |                                                                | 150,000  |     |   | —    |   |   | — |   |
|                                                                                        |        |        |                                                                     |          |
|  Total general and                    administrative expenses                     |   |   |                                                                | 760,366  |     |   | 68,322     |   |   | 64,301 |   |
|                                                                                        |        |        |                                                                     |          |
|                                                                                   |   |   |                                                                |     |     |   |       |   |   |   |   |
| **Operating                    loss**                                                  |   |   |                                                                | (760,366 | )        |   | (68,322    | )      |   | (64,301 | ) |
|                                                                                        |   |   |
| **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**                                                        |   |   | $                                                                   | (681,234 | )        | $      | (68,322    | )      | $ | (64,301 | ) |
|                                                                                        |        |        |                                                                     |          |
|                                                                                   |   |   |                                                                |     |     |   |       |   |   |   |   |
| **Basic and                    diluted net loss per share**                            |   |   |                                                                |     |     | $      | (0.01      | )      | $ | (0.01 | ) |
|                                                                                        |        |        |                                                                     |          |
|                                                                                   |   |   |                                                                |     |     |   |       |   |   |   |   |
| **Weighted average                    shares outstanding**                             |   |   |                                                                |     |     |   | 11,200,000 |   |   | 11,200,000 |   |
|                                                                                        |        |        |                                                                     |          |

 

 

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

 

F-3

 

----

 

**CHINA ELITE INFORMATION CO., LTD.**

**(a            development stage company)**

**STATEMENTS OF CHANGES IN STOCKHOLDERS’            DEFICIENCY**

**FOR THE PERIOD FROM INCEPTION (DECEMBER 19, 1997) TO NOVEMBER 30,            2007**

 

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

 

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

 

F-4

 

----

 

**CHINA ELITE INFORMATION CO., LTD.**

**(a            development stage company)**

**STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY**

**FOR THE PERIOD FROM INCEPTION (DECEMBER 19, 1997) TO NOVEMBER 30,            2007**

 

| **(Expressed in U.S.                    Dollars)**                                                                                           |   |   | **Common                    Shares** |           | **Common                    Stock                    At Par                    Value** |   | **Additional                    Paid In                    Capital** |   | **Deficit                    Accumulated                    During the                    Development                    Stage** |        | **Total** |   |
|----------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------------------------------------|----------------|----------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------|-------------|-----------|--------|
|                                                                                                                                              |        |        |                                      |                |                                                                                        |        |
|                                                                                                                                         |   |   |                                 |           |                                                                                   |   |                                                                 |   |                                                                                                                             |        |      |   |   |   |   |   |   |
| 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      |      |   | — |   |   | 25,000 |   |
|                                                                                                                                         |   |   |
| Issuance of shares as                    stock compensation for legal                    fees, September 7, 2002 ($0.02 per share)           |   |   |                                 | 250,000        |                                                                                   |   | 2,500                                                                |   |                                                                                                                             | 2,500       |      |   | — |   |   | 5,000 |   |
|                                                                                                                                         |   |   |
| Net loss                                                                                                                                     |   |   |                                 | —        |                                                                                   |   | —                                                              |   |                                                                                                                             | —     |      |   | (15,780 | ) |   | (15,780 | ) |
|                                                                                                                                         |   |   |
|                                                                                                                                              |        |        |                                      |                |                                                                                        |        |
| **Balance -                    November 30, 2002**                                                                                           |   |   |                                 | **18,265,000** |                                                                                   |   | **182,650**                                                          |   |                                                                                                                             | **69,418**  |      |   | **(247,498** | **)** |   | **4,570** |   |
|                                                                                                                                              |        |        |                                      |                |                                                                                        |        |
|                                                                                                                                         |   |   |
| Net loss                                                                                                                                     |   |   |                                 | —        |                                                                                   |   | —                                                              |   |                                                                                                                             | —     |      |   | (18,427 | ) |   | (18,427 | ) |
|                                                                                                                                         |   |   |
|                                                                                                                                              |        |        |                                      |                |                                                                                        |        |
| **Balance -                    November 30, 2003**                                                                                           |   |   |                                 | **18,265,000** |                                                                                   |   | **182,650**                                                          |   |                                                                                                                             | **69,418**  |      |   | **(265,925** | **)** |   | **(13,857** | **)** |
|                                                                                                                                              |        |        |                                      |                |                                                                                        |        |
|                                                                                                                                         |   |   |
| Cancellation of treasury                    shares in connection with                    May 21, 2004 Merger Agreement                       |   |   |                                 | (7,065,000     | )                                                                                      |   | (70,650                                                              | )      |                                                                                                                             | 70,650      |      |   | — |   |   | — |   |
|                                                                                                                                         |   |   |
| Loans payable converted                    to additional paid in capital                                                                     |   |   |                                 | —        |                                                                                   |   | —                                                              |   |                                                                                                                             | 14,397      |      |   | — |   |   | 14,397 |   |
| Net 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** | **)** |
|                                                                                                                                              |        |        |                                      |                |                                                                                        |        |

 

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

 

F-5

 

----

 

**CHINA ELITE INFORMATION CO., LTD.**

**(a            development stage company)**

**STATEMENTS OF CASH FLOWS**

**FOR THE YEARS ENDED NOVEMBER 30, 2007 AND 2006, AND**

**FOR THE PERIOD FROM INCEPTION (DECEMBER 19, 1997) TO NOVEMBER 30,            2007**

 

| **(Expressed in U.S.                    Dollars)**                                                                                                                                                                      |   |   | **Cumulative                    from                    inception** |       | **2007** |   | **2006** |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|---------------------------------------------------------------------|------------|----------|--------|----------|--------|
|                                                                                                                                                                                                                         |   |
|                                                                                                                                                                                                                    |   |   |                                                                |       |     |   |     |   |   |   |   |
| **Cash flows from operating                    activities**                                                                                                                                                             |   |   |                                                                |            |     |   |          |   |   |  |   |
| Net loss                                                                                                                                                                                                                |   |   | $                                                                   | (681,234   | )        | $      | (68,322  | )      | $ | (64,301 | ) |
|                                                                                                                                                                                                                         |        |        |                                                                     |            |
|     Adjustments to                    reconcile net loss to net cash flows used in                             operating                    activities |   |   |                                                                |       |     |   |     |   |   |   |   |
|     Depreciation                                                                                                                                                                                    |   |   |                                                                | 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                                                                                                              |   |   |                                                                | (28        | )        |   | (28      | )      |   | — |   |
|          Increase                    (decrease) in accounts payable and accrued expenses                                                                                   |   |   |                                                                | 14,185     |     |   | (12,721  | )      |   | 11,622 |   |
|                                                                                                                                                                                                                         |        |        |                                                                     |            |
| Net cash flows used in                    operating activities                                                                                                                                                          |   |   |                                                                | (607,195   | )        |   | (81,071  | )      |   | (52,679 | ) |
|                                                                                                                                                                                                                         |        |        |                                                                     |            |
|                                                                                                                                                                                                                    |   |   |                                                                     |            |          |        |          |        |  |  |  |
| **Cash flows                    from investing activities**                                                                                                                                                             |   |   |                                                                |       |     |   |     |   |   |   |   |
|     Cash paid for                    note receivable                                                                                                                                                |   |   |                                                                | (1,117,602 | )        |   | —  |   |   | — |   |
|     Cash received                    from note receivable                                                                                                                                           |   |   |                                                                | 1,117,602  |     |   | —  |   |   | — |   |
|     Cash paid for                    equipment                                                                                                                                                      |   |   |                                                                | (11,465    | )        |   | —  |   |   | — |   |
|                                                                                                                                                                                                                         |        |        |                                                                     |            |
| Net cash flows used in                    investing activities                                                                                                                                                          |   |   |                                                                | (11,465    | )        |   | —  |   |   | — |   |
|                                                                                                                                                                                                                         |        |        |                                                                     |            |
|                                                                                                                                                                                                                    |   |   |                                                                     |            |          |        |          |        |  |  |  |
| **Cash flows                    from financing activities**                                                                                                                                                             |   |   |                                                                |       |     |   |     |   |   |   |   |
|     Loans from                    shareholder                                                                                                                                                       |   |   |                                                                | 415,009    |     |   | 81,071   |   |   | 52,679 |   |
|     Proceeds 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                                                                                                                                                      |   |   |                                                                | 618,660    |     |   | 81,071   |   |   | 52,679 |   |
|                                                                                                                                                                                                                         |        |        |                                                                     |            |
|                                                                                                                                                                                                                    |   |   |                                                                |       |     |   |     |   |   |   |   |
| Increase (decrease) in                    cash and cash equivalents                                                                                                                                                     |   |   |                                                                | —    |     |   | —  |   |   | — |   |
|                                                                                                                                                                                                                    |   |   |                                                                |       |     |   |     |   |   |   |   |
| Cash and cash                    equivalents, beginning of period                                                                                                                                                       |   |   |                                                                | —    |     |   | —  |   |   | — |   |
|                                                                                                                                                                                                                         |        |        |                                                                     |            |
|                                                                                                                                                                                                                    |   |   |                                                                |       |     |   |     |   |   |   |   |
| Cash and cash                    equivalents, end of period                                                                                                                                                             |   |   | $                                                                   | —    |     | $      | —  |   | $ | — |   |
|                                                                                                                                                                                                                         |        |        |                                                                     |            |
|                                                                                                                                                                                                                         |   |   |                                                                     |            |          |        |          |        |  |  |  |
| **Cash paid for                    interest and income taxes**                                                                                                                                                          |   |   |                                                                |       |     | $      | —  |   | $ | — |   |
|                                                                                                                                                                                                                    |   |   |                                                                |       |     |   |     |   |   |   |   |
| **Supplemental                    noncash investing and financing activities:**                                                                                                                                         |   |   |                                                                |       |     |   |     |   |   |   |   |
|     Common stock                    issued for services                                                                                                                                             |   |   | $                                                                   | 48,400     |     | $      | —  |   | $ | — |   |
|                                                                                                                                                                                                                         |        |        |                                                                     |            |
|     Loans payable                    converted to additional paid in capital                                                                                                                        |   |   | $                                                                   | 14,397     |     | $      | —  |   | $ | — |   |
|                                                                                                                                                                                                                         |        |        |                                                                     |            |

 

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

 

F-6

----

 

**CHINA ELITE INFORMATION CO., LTD.**

**(A            development stage company)**

**Notes to Financial Statements**

**November 30, 2007**

**(Expressed in U.S. Dollars)**

**1.            Business Formation and Continuance of Operations**

**Business Formation**

 

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

 

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

 

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

 

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

 

F-7

 

----

 

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

 

**Going Concern**

 

These financial statements have been prepared in accordance with            generally accepted accounting principles in the United States applicable to a going            concern, which contemplates the realization of assets and the satisfaction of            liabilities and commitments in the normal course of business. The Company has not            generated any revenue and requires additional funds to maintain its operations. The            Company’s cash requirements for working capital have been satisfied through loans            from its majority shareholder and the Company expects to obtain additional capital            through shareholder loans and / or a debt or equity financing to continue its            operations. There is no assurance the Company will be successful in raising the needed            additional capital or that such additional funds will be available for the Company on            acceptable terms, if at all. The continued existence of the Company is dependent upon            its ability to meet its financing requirements on a continuing basis and to succeed in            its future operations. The Company’s President has verbally agreed to fund its            operations for the next twelve months, based on the Company’s current level of            expenditures, as necessary. However, the Company’s need for capital may change            dramatically if it acquires a suitable business opportunity during that            period.

 

Management plans to identify and pursue profitable business            opportunities through mergers and acquisitions, so as to diversify the business risks            and maximize the returns to stockholders. Although it does not plan to limit its            options to any particular industry, management will initially target the telecom            industry in the People’s Republic of China (“PRC”), including the            Hong Kong market, about which Mr. Li possesses extensive experience. Currently,            management is exploring a possible transaction with various telecom operators in the            PRC. These telecom providers are principally engaged in selling and distribution of            telecom services and provision of value-added services, including operating call            centers, providing telemarketing services, customer relationship management services,            mobile applications, calling cards, etc. The Company has not yet entered into any            agreement, nor does it have any commitment to enter into or become engaged in any            transaction as of the date of issuance of these financial statements.

Management believes that actions presently taken to revise the Company's            operating and financial requirements provide the opportunity for the Company to            continue as a going concern. The Company's ability to achieve these objectives cannot            be determined at this time. If the Company is unsuccessful in its endeavors, it may be            forced to cease operations. These financial statements do not include any adjustments            that might result from this uncertainty.

 

F-8

 

 

 

----

 

**2.            Significant Accounting Policies**

**Development Stage Company**

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

**Use of Estimates** 

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

**Cash and Cash Equivalents** 

 

The            Company considers all highly liquid instruments purchased with an original maturity of            three months

or            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, 2007 and 2006, 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 Taxes* and 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 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 any tax.

**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.

F-9

 

----

 

**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.

 

**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.

 

**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 and the goodwill acquired. SFAS No. 141R            also establishes disclosure requirements which will enable users to evaluate the nature            and financial effects of the business combination. SFAS No. 141R is effective for            business combinations for which the acquisition date is on or after the beginning of            the first annual reporting period beginning on or after December 15, 2008. The            adoption of this standard had no impact to the Company’s financial position,            results of operations, or cash flows.

 

F-10

 

 

----

 

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            reporting requirements that provide sufficient disclosures 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, and interim periods within            those fiscal years, beginning on or after December 15, 2008. The adoption of this            standard had no impact to the Company’s financial position, results of            operations, or cash flows.

 

In            June 2007, the Emerging Issues Task Force (EITF) issued Issue            No. 07-3,*Accounting for Nonrefundable Advance Payments            for Goods or Services To Be Used in Future Research and Development            Activities*(EITF 07-3) which concluded that nonrefundable            advance payments for goods or services to be received in the future for use in research            and development activities should be deferred and capitalized. The capitalized amounts            should be expensed as the related goods are delivered or services are performed. Such            capitalized amounts should be charged to expense if expectations change such that the            goods will not be delivered or services will not be performed. The provisions of EITF            07-3 are effective for new contracts entered into during fiscal years beginning after            December 15, 2007. The consensus may not be applied to earlier periods and early            adoption is not permitted. The adoption of this standard had no impact to the            Company’s financial position, results of operations, or cash flows.

 

In            February 2007, the FASB issued SFAS No. 159,*The            Fair Value Option for Financial Assets and Financial Liabilities—Including an            amendment of FASB Statement No.* *115*(SFAS No. 159), which permits            entities to choose to measure many financial instruments and certain other items at            fair value that are not currently required to be measured at fair value. SFAS            No. 159 is effective for fiscal years beginning after November 15, 2007. The            adoption of this standard had no impact to the Company’s financial position,            results of operations, or cash flows.

 

In            September 2006, the FASB issued Statement of Financial Accounting Standards            No. 157,*Fair Value Measurements*(SFAS No. 157). This standard establishes the framework for            measuring fair value and expands the disclosure requirement for fair value            measurements. SFAS No. 157 is effective for fiscal years beginning after            November 15, 2007. The adoption of this standard had no impact to the            Company’s financial position, results of operations, or cash flows.

 

**3.            Note receivable**

 

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

 

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

 

F-11

 

----

 

**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, 2007 and 2006, and as of the date of issuance of these financial            statements.

 

**5. Conflicts of Interest, Litigation and Contingencies**

 

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

 

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

 

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

 

During the fiscal years ended November 30, 2007 and 2006, and to date,            the Company uses office spacein a building located at 225            Broadway, Suite 1910, New York, New York 10007. TheCompany does            not have a formal lease and does not pay any rent. The fair market value of the rent            has not been included in the financial statements because the amount is            immaterial.

 

F-12

----

 

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

 

None.

 

| **Item 8A.** | **Controls and Procedures** |
|--------------|-----------------------------|

 

Evaluation of Disclosure Controls and Procedures

 

The            Company maintains disclosure controls and procedures that are designed to ensure that            information required to be disclosed in the Company’s reports under the Exchange            Act is recorded, processed, summarized and reported within the time periods specified            in the Commission’s rules and forms and that such information is accumulated and            communicated to the Company’s management, including its Chief Executive Officer            and Chief Financial Officer, as appropriate, to allow for timely decisions regarding            required disclosure. In designing and evaluating the disclosure controls and            procedures, management recognizes that any controls and procedures, no matter how well            designed and operated, can provide only reasonable assurance of achieving the desired            control objectives, and management is required to apply its judgment in evaluating the            cost-benefit relationship of possible controls and procedures.

 

As            required by Commission Rule 13a-15(b), the Company carried out an evaluation, under the            supervision and with the participation of the Company’s management, including the            Company’s Chief Executive Officer and the Company’s Chief Financial            Officer, of the effectiveness of the design and operation of the Company’s            disclosure controls and procedures as of the end of the period covered by this Report.            Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial            Officer concluded that the Company’s disclosure controls and procedures were            effective at the reasonable assurance level.

 

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 8B.** | **Other Information** |
|--------------|-----------------------|

 

None

 

24

 

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**PART III**

 

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

 

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** | **Position** |
|----------|---------|--------------|

| ---------------- | ------ | ------------------------------- |
|------------------|--------|---------------------------------|

| Li Kin Shing | 50 | CEO; President; Director |
|--------------|----|--------------------------|

 

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

 

Corporate Governance

 

*The Board*

 

During our fiscal year ended November 30, 2007, Company's Board            consisted of a sole director, Mr. Li. In accordance with the British Virgin Islands Law            and the Company’s Certificate of Incorporation and Bylaws, the Company’s            business and affairs are managed under the direction of the Board.

 

*Meetings of the Board*

 

The            Company’s Board consisted of a sole director during the fiscal year ended            November 30, 2007, and therefore, no Board meetings were held and all resolutions were            adopted by unanimous written consent.

 

25

 

----

 

*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            but the sole director attended last year’s annual meeting in his capacity as            stockholder and director.

 

*Stockholder Communications With the Board*

 

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

 

Section 16(a) Beneficial Ownership Reporting            Compliance

 

Section 16(a) of the Securities Exchange Act of 1934 requires our            directors and executive officers, and persons who own more than 10 percent of our            common stock, to file with the SEC initial reports of ownership and reports of changes            in ownership, furnishing us with copies of all Section 16(a) forms they file. To the            best of our knowledge, based solely on review of the copies of such reports furnished            to us, all Section 16(a) filing requirements applicable to our officers and directors            were complied with during the year ended November 30, 2007.

 

Code of Ethics

 

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

 

26

 

----

 

Involvement in Certain Legal Proceedings

 

Our            sole director and executive officer have not, during the past five years:

 

| **•** | been convicted in a criminal proceeding or been subject                            to a pending criminal proceeding (excluding traffic violations and                            other minor offences); |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **•** | 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 10.** | **Executive Compensation** |
|--------------|----------------------------|

 

Compensation of Directors and Executive Officers

 

Darrell Lerner had been our President, Chief Executive Officer and            Treasurer since inception until his resignation, effective May 21, 2004. Upon Mr.            Lerner’s resignation, Mr. Li Kin Shing was appointed as our President, CEO and            CFO, and is currently our sole officer. No compensation was paid to any directors or            officers in the fiscal years ended November 30, 2005, 2006 and 2007.

 

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

 

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

 

27

 

----

 

Stock Options

 

We            did not grant stock options in the fiscal years ended November 30, 2005, 2006 or 2007            to any director or executive officer. No Executive Officer held options during the            fiscal years ended November 30, 2006 and 2007. The Company does not have any stock            options outstanding at all.

 

Executive Employment Contracts

 

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

 

| **Item 11.** | **Security Ownership of Certain Beneficial Owners and                            Management and Related Stockholder Matters** |
|--------------|-------------------------------------------------------------------------------------------------------------------------------|

 

Principal Stockholders

 

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

 

| **Name of                    Beneficial Owner**                                                              |   |   | **Number of Shares                    of Common sharesBeneficially Owned** |      | **Percent of                    Common sharesBeneficially Owned** |
|--------------------------------------------------------------------------------------------------------------|--------|--------|----------------------------------------------------------------------------|-----------|-------------------------------------------------------------------|
|                                                                                                         |   |   |                                                                       |      |                                                              |   |   |   |
| Jandah                    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. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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Equity Compensation Plan Information

 

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

 

| **Item 12.** | **Certain Relationships and Related Transactions, and                            Director Independence** |
|--------------|----------------------------------------------------------------------------------------------------------|

 

Director Independence

 

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

 

Certain Relationships and Related Transactions

 

As            of November 30, 2007, the Company has received unsecured and non-interest bearing loans            totaling $400,612 from Jandah Management Limited, which Mr. Li is the sole shareholder.            The loans are due on demand.

 

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

 

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

 

Until May 21, 2004, we used office space in a building located at 142            Mineola Avenue, Roslyn, New York. The primary tenant was Darrell Lerner, our President.            The lease for

 

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such            premises is in the name of International Global Communications, Inc., a company owned            by Byron Lerner, one of our shareholders and the father of Darrell Lerner, our sole            officer and director. The lease provides for monthly rental payments of $475 and            expired February 28, 2003. There was an extension period that commenced March 1, 2003            until February 28, 2004 at the rate of $500 per month.

 

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

 

We            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.

 

| **Item 13.** | **Exhibits** |
|--------------|--------------|

 

The            following documents are filed as part of this report:

 

| **Exhibit No.** | **Description**                                                                                                                                                                                  |
|-----------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1             | Articles of Continuation of China Elite Information Co.,                            Ltd.*                                                                                                        |
| 3.2             | Memorandum of Association of China Elite Information                            Co., Ltd.*                                                                                                       |
| 3.3             | Articles of Association of China Elite Information Co.,                            Ltd.*                                                                                                         |
| 3.4             | Certificate of Transfer of Relocate 411.com,                            Inc.*                                                                                                                    |
| 10.1            | Stock Purchase Agreement, dated as of May 21, 2004, by                            and among Jandah Management Limited, Darrel Lerner, Byron Lerner and                            James Tubbs.** |
| 10.2            | Form of Common Stock Purchase Agreement with Glory Way                            Holdings Limited.**                                                                                            |
| 10.3            | Form of Common Stock Purchase Agreement with Good                            Business Technology Limited.**                                                                                      |
| 10.4            | Form of Common Stock Purchase Agreement between Glory                            Way Holdings Limited and each of Barry Manko and Grushko &                            Mittman.**            |

 

 

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| 10.5 | Consulting Agreement, dated as of May 21, 2004, by and                            between the Company and Darrell Lerner.**                                                                                                                                                 |
|------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 14   | The Code of Ethics of China Elite Information Co.,                            Ltd.***                                                                                                                                                                                       |
| 31   | Certification of President,                            Chief Executive Officer and Chief Financial Officer Pursuant to 18                            U.S.C. Section 1350, as Adopted pursuant to Section 302 of the                            Sarbanes-Oxley Act of 2002.# |
| 32   | Certification of President,                            Chief Executive Officer and Chief Financial Officer Pursuant to 18                            U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the                            Sarbanes-Oxley Act of 2002.# |

 

| # | Filed herewith. |
|---|-----------------|

             

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

             

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

             

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

 

| **Item 14.** | **Principal Accountant Fees and Services** |
|--------------|--------------------------------------------|

 

The            following table is a summary of the fees billed for the audit and other services            provided by our independent registered public accounting firm, Clancy and Co., P.L.L.C.            (“Clancy”):

 

|   | **Fee Category**                      |   |   | **Year Ended                        December 31, 2007** |    | **Year Ended                        December 31, 2006** |   |
|--------|---------------------------------------|--------|--------|---------------------------------------------------------|---------|---------------------------------------------------------|--------|
|   | Audit fees                            |   |   | $                                                       | 25,800  |                                                    | $      | 19,950 |   |
|   | Audit-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 Clancy in connection with statutory and regulatory filings or            engagements, including Registrations Statements on Form SB-2 and post-effective            amendments to previously filed registration statements.

 

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***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, 2007. Our independent auditors did            not provide us with any non-audit services during the year ended November 30,            2007.

 

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**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, 2008 | By : | /s/ Li Kin Shing |
|-------------------------------|-----------|------------------|

|   | ————————————————— |
|--------|-------------------------------------------------------------------------------------------------------------------------|

|   | Li Kin Shing |
|--------|--------------|

|   | President and Chief Executive Officer |
|--------|---------------------------------------|

 

 

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

 

| Signature                                                                                                                                                                                                                                                                                                                                                           | Title                                                                                                                                           | Date                                                                                                                                  |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------|
|  

                             

                             

                             

/s/ Li Kin                            Shing                                                         |  

                             

                             

                             

President, CEO and Director |  

                             

                             

                             

February 28, 2008 |
| Li Kin Shing                                                                                                                                                                                                                                                                                                                                                        | (Principal Executive Officer and Principal Financial and                            Accounting Officer)                                         |                                                                                                                                  |

 

 

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