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EX-5.1 - OPINION OF ANSLOW & JACLIN, LLP - Elite Energies, Inc.fs1a3ex5i_eliteenergy.htm
EX-10.5 - DISTRIBUTORSHIP AGREEMENT - Elite Energies, Inc.fs1a3ex10v_eliteenergy.htm
EX-23.1 - CONSENT OF MAH & ASSOCIATES, LLP - Elite Energies, Inc.fs1a3ex23i_eliteenergy.htm
EX-10.6 - EXCLUSIVE AGENT CONTRACT - Elite Energies, Inc.fs1a3ex10vi_eliteenergy.htm
EX-10.14 - PROMISSORY NOTE - BING KUEN HA - Elite Energies, Inc.fs1a3ex10xiv_eliteenergy.htm
EX-10.13 - PROMISSORY NOTE - TONY LEE - Elite Energies, Inc.fs1a3ex10xiii_eliteenergy.htm
 


As filed with the Securities and Exchange Commission on  January 25, 2011
Registration No.: 333-168184
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
 
AMENDMENT No. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________________
 
ELITE ENERGIES, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
3640
 
26-3936718
(State or other Jurisdiction of Incorporation)
 
(Primary Standard Classification Code)
 
(IRS Employer Identification No.)
 
848 Stewart Drive, Suite 101
Sunnyvale, California 94085
Tel.: (888) 209-9909
(Address and Telephone Number of Registrant’s Principal
Executive Offices and Principal Place of Business)
 
Spencer Luo
President and Chief Executive Officer
 Elite Energies, Inc.
848 Stewart Drive, Suite 101
Sunnyvale, California 94085
Tel.: (888) 209-9909
(Name, Address and Telephone Number of Agent for Service)
 
Copies of communications to:
 
Richard I. Anslow, Esq.
Yarona Y. Liang, Esq.
Anslow & Jaclin, LLP.
195 Route 9 South, Suite 204
Manalapan, New Jersey 07726
Tel No.: (732) 409-1212
Fax No.: (732) 577-1188
 
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. þ
  
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. o
  
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
 
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x
 
 
 
 

 
 
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class
of Securities to
be Registered
 
Amount to be
Registered
   
Proposed Maximum
Offering Price
Per Share
   
Proposed Maximum
Aggregate
Offering Price
   
Amount of
Registration Fee
 
                         
Common Stock, par value $0.000001
   
9,640,955
   
$
0.12
   
$
1,156,914.6
   
$
82.56
 
 
The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price shares were sold to our shareholders in a private placement memorandum. The price of $0.12 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing market prices or privately negotiated prices. The fixed price of $0.12 has been determined as the selling price based upon the original purchase price paid by certain selling shareholders of $0.06 plus an increase based on the fact the shares will be liquid and registered.  There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, nor can there be any assurance that such an application for quotation will be approved. There is no assurance that an active trading market for our shares will develop, or, if developed, that it will be sustained.  In the absence of a trading market or an active trading market, investors may be unable to liquidate their investment or make any profit from the investment.
 
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the securities act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine.
 
 
 

 
 
 
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
  
PRE PRELIMINARY  PROSPECTUS
 SUBJECT TO COMPLETION  
DATED JANUARY 25, 2011
 
 
9,640,955 Common Shares
 
 
 
ELITE ENERGIES, INC.
 

 
 
This prospectus relates to periodic offers and sales of 9,640,955 shares of our common stock by the selling security holders.
 
Our common stock is presently not traded on any market or securities exchange. The 9,640,955 shares of our common stock can be sold by selling security holders at a fixed price of $0.12 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.  There is no assurance that an active trading market for our shares will develop, or, if developed, that it will be sustained.  In the absence of a trading market or an active trading market, investors may be unable to liquidate their investment or make any profit from the investment.
 
Investing in our common stock involves a high degree of risk.  Before buying any shares, you should carefully read the discussion of material risks of investing in our common stock in “Risk Factors” beginning on page 2 of this prospectus.
 
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of anyone’s investment in these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
The Date of This Prospectus Is:  _____________, 2011
 
 
 
 

 
 
 
TABLE OF CONTENTS
 
 
    PAGE
Prospectus Summary
  1
Risk Factors
  2
Special Note Regarding Forward-looking Statements
  5
Use of Proceeds
  6
Determination of Offering Price
 6
Dilution
  6
Penny Stock Considerations
 6
Selling Shareholders
  6
Plan of Distribution
  9
Description of Securities to be Registered
  11
Legal Matters
  11
Experts
  11
Description of Business
  11
Description of Property
  13
Legal Proceedings
  14
Market For Common Equity and Related Stockholder Matters
  14
Available Information
  14
Index to Consolidated Financial Statements
  F-1
Management’s Discussion and Analysis of Financial Condition and Results of Operations
  15
Changes in and Disagreement with Accountants on Accounting and Financial Disclosure
  20
Quantitative and Qualitative Disclosures about Market Risk
 20
Directors, Executive Officers, Promoters, and Control Persons
  20
Executive Compensation
  23
Security Ownership of Certain Beneficial Owners and Management
  24
Certain Relationships and Related Transactions
  24
Part II Information Not Required In the Prospectus
  27
Signatures
  30
 
 
 
 

 
 
 
PROSPECTUS SUMMARY
 
This summary highlights selected information contained elsewhere in this prospectus.  This summary does not contain all the information that you should consider before investing in the common stock.  You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements, before making an investment decision.
 
Business Overview
 
Elite Energies, Inc. (“we”, “us”, “Elite Energies”, or the “Company”) is a Delaware corporation formed on March 28, 2008 under the name “Global ePlatform Technologies Inc.” On December 17, 2008, Global ePlatform Technologies Inc. changed its name to Elite Energies, Inc. We are a holding company and have incorporated a wholly owned California subsidiary corporation, Elite Renewable Energies Technology, Inc. (“ERET”) as the operating company. In order to meet ERET’s mission of selling commercial and industrial products inside the United States that inflict minimum and no harm to the environment, ERET focuses on conducting a broad base of activities and products such as selling lighting systems which can achieve increased efficient energy use with decreased energy consumption; selling solar light-emitting diodes (LEDs) for outdoor lightings that reduce energy consumption and energy demand; selling energy efficient products to builders and general contractors, engage in projects that are closely related to energy savings, etc. With regard to energy consumption, the typical high pressure sodium (HPS) street light consumes 425 kilowatt hours per year while LED lighting system consumes 210 kilowatt hours, which is 50.6% less. In addition, LED lighting increases energy efficiency by providing 67 lumens per watt of brightness compared to 61 lumens by typical sodium street lights (Source: U.S. Department of Energy website: http://apps1.eere.energy.gov/buildings/publications/pdfs/ssl/outdoor_area_lighting.pdf). Both Elite Energies and ERET are located and operated out of Sunnyvale, California, USA.
 
Well-designed LEDs provide the required surface illumination with less energy consumption and have a significantly longer life span (50,000 hours or more) than regular light bulbs (15,000 hours). Therefore, only the cost of replacing bulbs would have already made up for the difference in buying LED lights, not considering the amount of money saved on the electrical bill. Updating bulbs to LEDs will also reduce CO2 emissions considering the fact that currently over 65 percent of the electricity in the U.S. is generated from burning coal (Source: U.S. Department of Energy website: http://apps1.eere.energy.gov/buildings/publications/pdfs/ssl/outdoor_area_lighting.pdf).
 
Our idea of green energy business is a business that focuses on using energy efficiently. Green building materials means environmental friendly building materials, such as non-toxic cement, insulation, engineered wood cabinets, bamboo cabinets which are renewable plant materials, engineered wood and bamboo flooring materials.  Our meaning of renewable energy includes solar energy, wind energy or water energy and we focus on the utilization of solar energy. The goal of the Company is to treat the earth better by using energy more efficiently and to use all environmental friendly components to construct buildings.
 
ERET, our wholly-owned subsidiary, was incorporated under the laws of California on January 29, 2009. ERET in addition to operating activities under its own wing inside the United States, one of its major objectives is to invest into subsidiaries and through these subsidiaries sign up distributors to implement a new distribution program called the Elite Energies Distribution (EED) program. In this objective setting, ERET will recruit smaller companies, supply them with ERET products and have the smaller companies distribute the products and services to end users. These smaller companies are subsidiaries or distributors that build up new distribution channels with local entrepreneurs at selected regions. ERET will supply them with our products either from our own brand or from other sources where we will buy in and add into our product lines. We also bundle our own unique building products as a package to better fit our own distribution channels as well as to distinguish ourselves from other competitors. ERET will provide the technical support, product information, update, and sourcing for new products to grow these smaller subsidiaries businesses and develop them into mature local enterprises.
 
In August 2009, ERET invested into a wholesale distribution operator, Quality Green Building Supplies, Inc. (“QGBS”), a California Corporation. QGBS was established in July 2009, and focuses on operating as a building materials wholesaler in the San Francisco Bay Area. QGBS is also the first of ERET’s subsidiaries under the EED program objective, it sells environmental friendly building material products, such as non-toxic cement, insulation, engineered wood cabinets, bamboo cabinets which are renewable plant materials, engineered wood and bamboo flooring materials.  The financial statements of QGBS are included in the consolidated financial statements because of the Company’s majority ownership (50.52%) and control over QGBS.
 
Where You Can Find Us
 
Our principal executive office is located at 848 Stewart Dr., Suite 101, Sunnyvale, California, 94085. Our telephone number at our executive office is (888) 209-9909. Our corporate website is www.eliteenergiesinc.com. Information contained on, or accessed through our website is not intended to constitute and shall not be deemed to constitute part of this prospectus.
 
The Offering
 
Common stock offered by selling security holders
9,640,955 shares of common stock.
   
Common stock outstanding before the offering
26,340,955 shares of common stock.
   
Common stock outstanding after the offering
26,340,955 shares of common stock
 
Terms of the Offering
The selling security holders will determine when and how they will sell the common stock offered in this prospectus.
 
Use of Proceeds
We are not selling any shares of the common stock covered by this prospectus, and, as a result, will not receive any proceeds from this offering.
 
Risk Factors
The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” below.
 
 
 
1

 
 
RISK FACTORS
 
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Please note that throughout this prospectus, the words “we”, “our”, “us”, or “Elite Energies” refer to the Company and its subsidiaries and not to the selling stockholders.
 
Risks Related to Our Business
 
WE HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES, DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A SMALL DEVELOPING COMPANY.
 
We were incorporated in Delaware on March 28, 2008. We have no significant financial resources and limited revenues to date. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to meet our expenses and support our anticipated activities
 
WE HAVE LIMITED OPERATING HISTORY AND FACE MANY OF THE RISKS AND DIFFICULTIES FREQUENTLY ENCOUNTERED IN NEW AND RAPIDLY EVOLVING MARKET.
 
We have limited operating history.  We are facing many of the risks and difficulties encountered in rapidly evolving markets.  These risks include the ability to:
 
              ●         Commercialize our products;
              ●         Increase awareness of our brand names;
              ●         Strengthen customer loyalty;
              ●         Maintain current strategic relationships, and develop new strategic relationships;
              ●         Respond effectively to competitive pressures;
              ●         Continue to develop and upgrade technology; and
              ●         Attract, retain and motivate qualified personnel.
 
WE CURRENTLY DO NOT HAVE CONTRACT WITH ANY OF OUR SUPPLIERS AND CUSTOMERS. ALTHOUGH WE MAINTAIN A GOOD RELATIONSHIP WITH THEM, THERE IS NO ASSURANCE THAT OUR SUPPLIERS WILL CONTINUE TO PROVIDE US THE PRODUCTS OR THE CUSTOMERS WILL CONTINUE TO PURCHASE GOODS FROM US, WHICH COULD MATERIALLY ADVERSELY AFFECT OUR OPERATIONS AND REVENUES.
 
The Company purchased approximately 80% of goods from two vendors Whole New Concept, LLC and Jiangmen Pioneer Import & Export Co., LTD. for the year ended March 31, 2010.   The Company has two customers Kingway Cabinet Outlet Inc. and Best Forest Products, Inc. accounting for approximately 23% of the sales for the year ended March 31, 2010.  The Company also has three customers Kingway Cabinet Outlet Inc., Best Forest Products, Inc. and Sincere Hardware Supply, which account for approximately 57% of the trade accounts receivable at March 31, 2010. We currently do not have any agreements with these vendors or customers. Although we maintain a good relationship with them, there is no assurance that the vendors will continue to provide us products in the future or the customers will continue to purchase goods from us. If due to any reason that they decide to discontinue their relationship with us, it could materially adversely affect our operations and revenues.
 
OUR PRODUCTS ARE MANUFACTURED BY SUPPLIERS IN THE PEOPLE’S REPUBLIC OF CHINA AND CERTAIN POLITICAL, ECONOMIC AND SOCIAL FACTORS RELATING TO OPERATING IN THE PRC COULD ADVERSELY AFFECT OUR SUPPLIES AND BUSINESS OPERATIONS.
 
Our products are currently manufactured by suppliers in the People’s Republic of China. The PRC is transitioning from a planned economy to a market economy. While the PRC government has pursued economic reforms since its adoption of the open-door policy in 1978, a large portion of the PRC economy is still operating under five-year plans and annual state plans. Through these plans and other economic measures, such as control on foreign exchange, taxation and restrictions on foreign participation in the domestic market of various industries, the PRC government exerts considerable direct and indirect influence on the economy. Many of the economic reforms carried out by the PRC government are unprecedented or experimental, and are expected to be refined and improved. Other political, economic and social factors can also lead to further readjustment of such reforms. This refining and readjustment process may not necessarily have a positive effect on the operations or future business development of our PRC suppliers. Our PRC suppliers’ operating results may be adversely affected by changes in the PRC’s economic and social conditions as well as by changes in the policies of the PRC government, such as changes in laws and regulations (or the official interpretation thereof), measures which may be introduced to control inflation, changes in the interest rate or method of taxation, and the imposition of restrictions on currency conversion in addition to those described below, which in turn, may adversely affect the supplies of our products and therefore our business operations.
 
WE DEPEND ON OUR KEY MANAGEMENT PERSONNEL AND THE LOSS OF THEIR SERVICES COULD ADVERSELY AFFECT OUR BUSINESS.
 
We consider our current directors and officers to be essential to the success of the business. None of these individuals are currently subject to a written employment agreement and we do not maintain key life insurance on them.  Although they have not indicated any intention of leaving us, the loss of any one of these individuals for any reason could have a very negative impact on our ability to fulfill our business plan as each officer has specific product and industry knowledge that would be difficult to replicate.
 
 
 
2

 
 
THE CONTINUED DEVELOPMENT AND COMMERCIALIZATION OF OUR PRODUCTS WILL REQUIRE A COMMITMENT OF SUBSTANTIAL FUNDS.
 
Our capital requirements will depend on many factors, including but not limited to, the costs and timing of our development and launch activities, the success of our development efforts, the costs and timing of the expansion of our sales and marketing activities. The extent to which our existing and new products will gain market acceptance will be based upon our ability to maintain existing collaborative relationships and enter into new collaborative relationships, competing product developments. Progress of our commercialization efforts and the commercialization efforts of our competitors, costs involved in acquiring, prosecuting, maintaining, enforcing and defending intellectual property claims, developments related to regulatory issues, and other factors.  We estimate that it will require a substantial investment to launch additional products with significant marketing efforts in our target market and to implement our business plan.
 
WE DEPEND ON TWO MAJOR SUPPLIERS, THE LOSS OF WHICH COULD MATERIALLY ADVERSELY AFFECT OUR OPERATIONS AND REVENUES.
 
We rely on two primary suppliers, who provided approximately 80% of our goods for the year ended March 31, 2010.  Our reliance on a limited number of suppliers involves several risks, including a potential inability to obtain an adequate supply of goods and an increase in price if we are unable to negotiate favorable pricing terms with new suppliers. Therefore, if we are unable to maintain a relationship with these two vendors for any reason, such loss would have a material adverse effect on our business, financial condition and results of operations.
 
WE MAY INCUR SIGNIFICANT COSTS TO BE A PUBLIC COMPANY TO ENSURE COMPLIANCE WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO ABSORB SUCH COSTS.
 
We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.  We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.  As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.  In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations.
 
OUR OFFICERS AND DIRECTORS BENEFICIALLY OWN A SIGNIFICANT AMOUNT OF THE OUTSTANDING COMMON STOCK AS OF THE DATE OF THIS FILING AND COULD TAKE ACTIONS DETRIMENTAL TO YOUR INVESTMENT FOR WHICH YOU WOULD HAVE NO REMEDY.
 
Our officers and directors beneficially own approximately 49% of the outstanding common stock as of the date of this filing. They will continue to have the ability to substantially influence the management, policies, and business operations. In addition, the rights of the holders of our common stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future.
 
WE MAY NEVER ISSUE DIVIDENDS.
 
We did not declare any dividends for the years ended March 31, 2010 and 2009. Our Board of Directors does not intend to distribute dividends in the near future.  The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant.  There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.
 
FUTURE ACQUISITIONS MAY HAVE AN ADVERSE EFFECT ON OUR ABILITY TO MANAGE OUR BUSINESS.
 
If we are presented with appropriate opportunities, we may acquire complementary technologies companies.  Future acquisitions would expose us to potential risks, including risks associated with the assimilation of new technologies and personnel, unforeseen or hidden liabilities, the diversion of management attention and resources from our existing business and the inability to generate sufficient revenues to offset the costs and expenses of acquisitions.  Any difficulties encountered in the acquisition and integration process may have an adverse effect on our ability to manage our business.
 
 
 
3

 
 
Risks Related to Our Common Stock
 
YOU MAY NOT BE ABLE TO LIQUIDATE YOUR INVESTMENT SINCE THERE IS NO ASSURANCE THAT A PUBLIC MARKET WILL DEVELOP FOR OUR COMMON STOCK OR THAT OUR COMMON STOCK WILL EVER BE APPROVED FOR TRADING ON A RECOGNIZED EXCHANGE.
 
There is no established public trading market for our securities.  Although we intend to be quoted on the OTC BB in the United States, our shares are not and have not been quoted on any exchange or quotation system. We cannot assure you that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate its investment, which will result in the loss of your investment.
 
THE OFFERING PRICE OF THE SHARES WAS SOLELY DETERMINED BASED UPON THE PRICE THE SHARES THAT  WERE SOLD IN THE PRIVATE PLACEMENT, AND THEREFORE SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SECURITIES. THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO THE ACTUAL VALUE OF THE COMPANY, AND MAY MAKE OUR SHARES DIFFICULT TO SELL.
 
Since our shares are not listed or quoted on any exchange or quotation system, the offering price of $0.12 for the shares of common stock was determined based upon the price the shares  that  were sold to the investors in our private placement memorandum of $0.06 plus an increase based on the fact the shares will be liquid and registered. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship to the book value, assets or earnings of our company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.
 
OUR COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH IS SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.
 
If our common stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.
 
 
 
4

 
 
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
This Prospectus contains certain forward-looking statements. When used in this Prospectus or in any other presentation, statements which are not historical in nature, including the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “project,” “plan” or “continue,” and similar expressions are intended to identify forward-looking statements. They also include statements containing a projection of revenues, earnings or losses, capital expenditures, dividends, capital structure or other financial terms.
 
The forward-looking statements in this Prospectus are based upon our management’s beliefs, assumptions and expectations of our future operations and economic performance, taking into account the information currently available to them. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties, some of which are not currently known to us that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. These forward-looking statements are based on our current plans and expectations and are subject to a number of uncertainties and risks that could significantly affect current plans and expectations and our future financial condition and results.
 
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Prospectus might not occur. We qualify any and all of our forward-looking statements entirely by these cautionary factors. As a consequence, current plans, anticipated actions and future financial conditions and results may differ from those expressed in any forward-looking statements made by or on our behalf. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented herein.
 
 
 
5

 
 
USE OF PROCEEDS
 
The selling stockholders are selling shares of common stock covered by this prospectus for their own account. We will not receive any of the proceeds from the sale of these shares. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.
 
DETERMINATION OF OFFERING PRICE
 
Since our shares are not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock of $0.12 was determined as the selling price based upon the original purchase price paid by certain selling shareholders of $0.06 plus an increase based on the fact the shares will be registered and become freely tradable if our common stock is successfully listed on a public exchange.
 
The facts considered in determining the offering price of the shares of our common stock were our financial condition and prospects, our limited operating history and the general condition of the securities market. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTC Bulletin Board concurrently with the filing of this prospectus. In order to be quoted on the Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved.
 
In addition, there is no assurance that our common stock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.
 
DILUTION
 
The common stock to be sold by the selling shareholders is common stock that is currently issued. Accordingly, there will be no dilution to our existing shareholders.
 
Our net tangible book value as of September 30, 2010, was $588,085, or $0.022 per share of common stock. Net tangible book value per share is equal to our total tangible assets (total assets less intangible assets) less our total liabilities divided by the number of shares of common stock outstanding.
 
   
Shares Owned
   
Amount Paid
   
Average Acquired Price per Share
 
George Ma and Josephine Ma
   
1,541,668
     
17,500
     
0.011
 
Spencer Luo
   
3,499,999
     
40,000
     
0.011
 
Chung Tung Lim
   
3,333,333
     
40,000
     
0.012
 
Tony Jiang
   
700,000
     
7,000
     
0.010
 
Lampo Joanna Cheung
   
1,000,000
     
20,000
     
0.020
 
Justin Luo
   
1,000,000
     
10,000
     
0.010
 
Tony Lee and Emily Lee
   
916,667
     
10,000
     
0.011
 
Miles Xu
   
1,166,667
     
20,000
     
0.017
 
Stephen Wan
   
1,000,000
     
10,000
     
0.010
 
Total of officers, directors, promoters and affiliated persons
   
14,158,334
     
174,500
     
0.012
 
                         
Net Tangible Book Value per Share as of 3/31/2010
                   
0.019
 
Net Tangible Book Value per Share as of 9/30/2010
                   
0.022
 
 
PENNY STOCK CONSIDERATIONS
 
Our common stock will be a penny stock; therefore, trading in our securities is subject to penny stock considerations. Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the Securities and Exchange Commission.
 
Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.
 
SELLING SHAREHOLDERS
 
The total of 9,640,955 shares being offered for sale by the selling stockholders consist of (i) 4,007,622 shares of our common stock held by 39 shareholders which were sold in our Regulation D Rule 506 and/or Regulation S offering completed in March 2010, (ii) 2,200,000 shares of our common stock held by our founders, officers and directors and their affiliates, (iii) 2,283,333 shares of our common stock that sold in our private offering from March 2009 to March 2010 and (iv) 1,150,000 shares of our common stock that purchased from our directors.
 
 The table below lists the selling shareholders and other information regarding the beneficial ownership of the securities by each of the selling shareholders.  Except as indicated in the footnotes to the table, no selling security holder has had any material relationship with us or our predecessors or affiliates during the last three years.
 
 
 
6

 
 
Name of Selling Shareholders
Shares of Common Stock Owned prior to
Offering
Maximum Number of Shares of Common Stock to be Offered
Shares of Common Stock Owned after Offering
Percent of Common Stock Owned after Offering (1)
         
Yeong Cheol Seo (Edward Seo) (2)
1,000,000
200,000
800,000
3.04%
Justin Luo (2)(13)
1,000,000
200,000
800,000
3.04%
Miles Xu (2)(4)(14)
1,166,667
200,000
966,667
3.67%
Spencer Luo (2)(3)(15)
3,499,999
200,000
3,299,999
12.53%
Stephen Wan (2)(16)
1,000,000
200,000
800,000
3.04%
Winnie Cheung (2)(4)
1,166,667
200,000
966,667
3.67%
Chung Tung Lim (3)(17)
3,333,333
200,000
3,133,333
11.90%
Steven Leung (3)(5)
1,666,666
200,000
1,466,666
5.57%
Christian Mackey (3)
833,333
833,333
0
0%
David Mackey (3)
833,333
833,333
0
0%
Wai Leung Luk (3)(4)
666,667
666,667
0
0%
Lampo Joanna Cheung (4)(5)(18)
1,000,000
200,000
800,000
3.04%
Josephine Ma (5)(6) (11)
833,334
200,000
633,334
2.40%
Emily Lee (5)(10)
416,667
200,000
216,667
0.82%
Jennifer L. Cheung (4)(6)
833,334
833,334
0
0%
Patrick Chu (4)(6)
283,600
283,600
0
0%
Vennie Tam (4)(6)
200,267
200,267
0
0%
Chung Y. Hwang (4)(6)
200,267
200,267
0
0%
Genik Investment (2)(3)(7)
1,416,667
200,000
1,216,667
4.62%
TLMS International, Inc. (2)(9)
1,000,000
200,000
800,000
3.04%
GPNP, Inc. (2)(8)
1,000,000
200,000
800,000
3.04%
Wan Ting He (4)
33,333
33,333
0
0%
Kanffee Chan (4)
416,667
416,667
0
0%
Zhong Xiu Xie Guan (4)
150,000
150,000
0
0%
Steven Guan (4)
100,000
100,000
0
0%
Stanley H. Guan (4)
416,667
416,667
0
0%
Steve Yen Chen (4)
166,667
166,667
0
0%
Kitty AuYeung (4)
50,000
50,000
0
0%
Tyler Xitao Guo (4)
30,000
30,000
0
0%
Kin Ming (William) Fok (4)
83,333
83,333
0
0%
Wing K. Chan (4)
16,667
16,667
0
0%
Kin Cheong Leung (4)
300,000
300,000
0
0%
Da Ming Liu (4)
166,667
166,667
0
0%
Peter Ji Qiang Lu (4)
166,667
166,667
0
0%
Qiwen Liang (4)
16,666
16,666
0
0%
Frank P. Wong (4)
30,000
30,000
0
0%
Ka Ho Man (4)
30,000
30,000
0
0%
Feiyu Li (4)
30,000
30,000
0
0%
Angela Mok (4)
20,000
20,000
0
0%
Jimmy Lee (4)
16,800
16,800
0
0%
Shi Xiong Liu (4)
33,333
33,333
0
0%
Edward Wong & Mira M. Liu (4)
83,333
83,333
0
0%
Yuk Fai Fung & Yue Man Lena Chan (4)
83,333
83,333
0
0%
Fuk Cheong Wong (4)
50,000
50,000
0
0%
Helam Luk (4)
83,333
83,333
0
0%
Jian Biao Hong (4)
166,667
166,667
0
0%
Wellspring Investments (4) (12)
16,688
16,688
0
0%
Zhi Li (4)
83,333
83,333
0
0%
Yimin Chen (4)
100,000
100,000
0
0%
Raymond Chun Hua Zho (4)
50,000
50,000
0
0%
Total
26,340,955
9,640,955
   
 
 
 
7

 
 
(1)
Based on 26,340,955 shares of common stock issued and outstanding after the Offering, assuming the sale of all of the common shares offered.
(2)
Shares acquired as founders of the Company with a subscription price of $0.01.
(3)
Shares purchased from our private offering from March 2009 to March 2010 with a subscription price of $0.012.
(4)
Shares purchased from our private placement that closed in March 2010 with a subscription price of $0.06.
(5)
Shares purchased from Chung Tung Lim at $0.012 per share.
(6)
Shares purchased from Spencer Luo at $0.012 per share.
(7)
George Ma is the managing director of Genik Investment LLC and he has the voting and dispositive power over the shares owned by Genik Investment LLC.
(8)
Tony Jiang is the managing director of GPNP, Inc. and he has the voting and dispositive power over the shares owned by GPNP, Inc. Tony Jiang is also a Director of the Company.
(9)
Tony Lee is the managing director of TLMS International, Inc. and he has the voting and dispositive power over the shares owned by TLMS International, Inc.
(10)
Emily Lee is the wife of Tony Lee, our Vice President,of Products Development and director.
(11)
Josephine Ma is the wife of George Ma, our Chairman of the Board of Directors.
(12)
Jason Z. Huang is the managing director of Wellspring Investment and he has the voting dispositive power over the shares owned by such entity.
(13)
Justin Luo is the Vice President of Technical Service and Director of the Company.
(14)
Miles Xu is the Secretary and Director of the Company.
(15)
Spencer Luo is the President, Chief Executive Officer and Director of the Company.
(16)
Stephen Wan is the Chief Financial Officer, Treasurer and Director of the Company.
(17)
Chung Tung Lim is the Vice President, Chief Operating Officer and Director of the Company.
(18)
Lampo Joanna Cheung is the Vice President of Marketing and Director of the Company.
 
 
 
8

 
 
PLAN OF DISTRIBUTION
 
The selling security holders may sell some or all of their shares at a fixed price of $0.12 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.  The fixed price of $0.12 has been determined as the selling price based upon the original purchase price paid by certain selling shareholders of $0.06 plus an increase based on the fact the shares will be liquid and registered.  Prior to being quoted on the OTC Bulletin Board, shareholders may sell their shares in private transactions to other individuals. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTC Bulletin Board concurrently with the filing of this prospectus. In order to be quoted on the Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved.  There is no assurance that an active trading market for our shares will develop, or, if developed, that it will be sustained.  In the absence of a trading market or an active trading market, investors may be unable to liquidate their investment or make any profit from the investment. 
 
The selling shareholders may use any one or more of the following methods when disposing of shares or interests therein:
 
 
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
 
 
block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
 
 
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
 
 
an exchange distribution in accordance with the rules of the applicable exchange;
 
 
privately negotiated transactions;
 
 
short sales effected after the date the registration statement of which this Prospectus is a part is declared effective by the SEC;
 
 
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
 
 
broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share; and
 
 
a combination of any such methods of sale.
 
The selling shareholders may, from time to time, pledge or grant a security interest in some or all of the common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer the securities in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
 
In connection with the sale of our common stock or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling shareholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
 
The aggregate proceeds to the selling shareholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling shareholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.
 
 
 
9

 
 
Broker-dealers engaged by the selling shareholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholders (or, if any broker-dealer acts as agent for the purchase of shares, from the purchaser) in amounts to be negotiated. The selling shareholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved, and in no case will the maximum compensation received by any broker-dealer exceed eight percent (8%).
 
The selling shareholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule.
 
Any underwriters, agents, or broker-dealers, and any selling shareholders who are affiliates of broker dealers that participate in the sale of the common stock or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling shareholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. We know of no existing arrangements between any of the selling shareholders and any other stockholder, broker, dealer, underwriter, or agent relating to the sale or distribution of the shares, nor can we presently estimate the amount, if any, of such compensation. See “Selling shareholders” for description of any material relationship that a stockholder has with us and the description of such relationship.
 
To the extent required, the shares of our common stock to be sold, the names of the selling shareholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
 
In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
 
We have advised the selling shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling shareholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
 
We have agreed to pay certain fees and expenses incurred by us incident to the registration of the shares. Such fees and expenses are estimated to be $71,000. We have agreed to indemnify the selling shareholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.
 
We have agreed with the selling shareholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (2) the date on which the shares may be sold pursuant to Rule 144(k) of the Securities Act.
 
 
 
10

 
 
DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Authorized Capital Stock
 
We are authorized to issue 50,000,000 shares of common stock, $0.000001 par value per share, and no shares of preferred stock.
 
Common Stock
 
As of the date hereof, 26,340,955 shares of common stock are issued and outstanding.
 
The holders of our common stock have equal ratable rights to dividends from funds legally available if and when declared by our board of directors and are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs. Our common stock does not provide the right to a preemptive, subscription or conversion rights and there is no redemption or sinking fund provisions or rights. Our common stock holders are entitled to one non-cumulative vote per share on all matters on which shareholders may vote.
 
Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.
 
Holders
 
As of the date hereof, we have 50 shareholders holding 26,340,955 shares of our issued and outstanding common stock.
 
Dividend Policy
 
It is unlikely that we will declare or pay cash dividends in the foreseeable future. We intend to retain earnings, if any, to expand our operations. To date, we have paid no dividends on our shares of common stock and have no present intention of paying any dividends on our shares of common stock in the foreseeable future. The payment by us of dividends on the shares of common stock in the future, if any, rests solely within the discretion of our board of directors and will depend upon, among other things, our earnings, capital requirements and financial condition, as well as other factors deemed relevant by our board of directors.
 
Warrants and Options
 
There are no outstanding warrants or options to purchase our securities.
 
LEGAL MATTERS
 
The validity of the common stock offered by this prospectus will be passed upon for us by Anslow & Jaclin, LLP, Manalapan, New Jersey.  
 
EXPERTS
 
The consolidated financial statements of our company included in this prospectus and in the registration statement have been audited by Mah & Associates, LLP, independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance on such report, given the authority of said firm as an expert in auditing and accounting.
 
DESCRIPTION OF BUSINESS
 
Business Overview
 
We were originally formed on March 28, 2008 under the name “Global ePlatform Technologies Inc.” We had no operation after inception and in December 2008, our corporate name was changed to Elite Energies, Inc. to reflect our then business operations as described below.
 
We are a company investing in increased efficient energy use with decreased energy consumption, such as exterior LED lights and building material products that inflict minimum and no harm to the environment. With regard to energy consumption, the typical high pressure sodium (HPS) street light consumes 425 kilowatt hours per year while LED lighting system consumes 210 kilowatt hours, which is 50.6% less. In addition, LED lighting increases energy efficiency by providing 67 lumens per watt of brightness compared to 61 lumens by typical sodium street lights. In the philosophical aspect of combating the energy crises, we aim to capture the opportunities of these growing business segments presented. We are the holding company and have incorporated a wholly owned California subsidiary corporation, Elite Renewable Energies Technology, Inc. (“ERET”) as the operating arm. The company is still in the development stage.  Both we and ERET are located and operated out of Sunnyvale, California, USA.
 
 
 
11

 
 
ERET invests and operates a subsidiary, and is planning to sign up other businesses to implement ERET’s Elite Energies Distribution (EED) program. This EED program is to build up new distribution channels with local entrepreneurs at selected regions throughout the United States. In August 2009, ERET invested into a wholesale distribution operator, Quality Green Building Supplies, Inc. (“QGBS”), a California Corporation. QGBS was established on July 2009, and is operating as a building materials wholesaler in the San Francisco Bay Area.  We have entered into an agreement and paid $330,000 to acquire 50.52% of QGBS ownership.  The financial statements of QGBS are included in the consolidated financial statements because of the Company’s majority ownership (50.52%) and control over QGBS.
 
As a building material wholesaler, QGBS plans to source and discretely select the best manufacturers with high quality, reliable and price sensible products. With the help of our technical advisors and merchandisers, we might modify the users interface or even certain technical aspects of our product lines to accommodate each targeted market and ultimately fabricate products with our own brand name.
 
The equity ownership of QGBS is an integral part of ERET’s marketing strategy designed to congregate small to medium sized entrepreneurs in the sales and general construction fields across the United States in order to form a larger distribution network program, called “Elite Energies Distributors” (“EED”). This EED Program will provide product information, marketing and sales materials to distributors to exploit and make a way into their local markets; and in turn help ERET quickly penetrate into the United States market.
 
On the other operation front, ERET is planning to invest its resource into lighting products, such as exterior Light Emitting Diode (LED) lighting systems. The sales and distribution of exterior LED lights are believed to be the promising areas for long-term sustainable growth. ERET plans to fully implement its LED lights project in three to five years after the commencement of its building material supplies segment operation.  We currently bundle our own unique building products as a package to better fit our own distribution channels as well as to distinguish ourselves from other competitors.  ERET generate revenue from distribution, selling products and marketing services.
 
On October 12, 2010, QGBS signed a distributorship agreement with Apollo Solar Lighting & Pole LLC, an unrelated Oregon company (“Apollo”). Under this distributorship agreement, Apollo is QGBS’s authorized distributor within the States of Oregon, Washington, Idaho and Montana for the sale and marketing of QGBS’s solar products from October 10, 2010 to October 9, 2013. In order to maintain the distributorship, Apollo must purchase on “regular sales term” (excluding returned merchandises and cancelled orders) from QGBS no less than $20,000, $50,000, and $75,000 of QGBS products during the first, second, and third 12-month periods, respectively. Further, Apollo must purchase on “regular sales term” from QGBS no less than $150,000 of QGBS’s products during the first 24 months.
  
On October 19, 2010, ERET signed an exclusive agent contract with Shiyan Hongda Science and Technology Co., Ltd., an unrelated Chinese company (“Shiyan”). Under this exclusive agent contract, ERET will be Shiyan’s exclusive agent to solicit orders for Shiyan’s “Wisdom Solar” brand solar product series in the United States, Canada, Mexico, Brazil and Ethiopia effective on November 1, 2010 for three years.  ERET shall undertake to solicit orders for no less than $75,000, $100,000, and $125,000 of such products during the first, second, and third year, respectively. This agreement does not come into effect until ERET fulfills the first year target sales.
 
From March 2009 to March 2010, we sold a total of 13,333,333 shares at $0.012 per share to seven (7) purchasers, including 10,416,667 shares to our directors and investors for an aggregate offering price of $160,000.
 
On March 31, 2010, we closed a private placement (the “Private Placement”) under Rule 506 under Regulation D and/or Regulation S for the sale of an aggregate of 4,007,622 shares of common stock (the “Private Placement Shares”) at a purchase price of $0.06 per share to 39 accredited investors. The total proceeds from this Private Placement are $240,457.32.
 
Market Opportunities
 
Petroleum was sold for $147 per barrel in June 2008, and slipped back down to less than $36 per barrel as of December 2008. Petroleum is currently hovering over $88 per barrel as of the end of November 2010.In the commodity market, the trading per barrel is creeping back up to $100 per barrel toward the year end. Both the nation and the fellow countryman are awaken by the reality call of the volatile oil pricing.  The Emergency Economic Stabilization Act of 2008 offers tax incentives to energy-efficient commercial buildings. Any building that can cut its energy consumption by 50 percent is eligible to receive a tax reduction of up to $1.80 per square foot. (Source: § 303 of the Emergency Economic Stabilization Act of 2008. http://www.energy.gov/media/HR_1424.pdf ).
 
With much attention and growing supports all around, the green energy business is getting a bit congested. Nowadays, entrepreneurs, scientists and policymakers around the globe are joining in the field. In order for us to stand out, a dedicated and seasoned management team with a creative and down to earth marketing plan will be essential and critical to our success. Thereby with creative marketing strategy like our EED Program, and ERET’s subsidiaries program, we will play an extremely important part of penetrating the market place.
 
Products Offered
 
We are planning to focus on the development and wholesaling of two types of products: 1) Energy saving lighting products and fixtures 2) Environmental friendly building materials. We do not have any nearby plans to manufacture products ourselves.
 
 
 
12

 
 
LED Lighting System
 
Elite Energies is involved with the sales and distribution of exterior LED lighting systems, and are focusing on doing exterior lightings for public areas, such as parking lots, public walkways, parks, farms, and golf course lightings. 
 
Green Building Materials
 
ERET will select manufacturers that are developing non-toxic cement, insulation, engineered wood and flooring materials to reduce solid waste.
 
In the United States, buildings alone account for 38% of all CO2 emissions, used 13.6% of all potable water, and consume 72% of all electrical power generated.  By using green building materials, we expect to substantially reduce the consumption of all the above.
 
Commercial office buildings will be our primary target customers for green building materials over the residential buildings since we believe business owners have more incentives to go green.
 
Suppliers and Customers
 
The Company has two customers Kingway Cabinet Outlet Inc. and Best Forest Products, Inc. accounting for approximately 23% of the sales for the year ended March 31, 2010.  The Company also has three customers Kingway Cabinet Outlet Inc., Best Forest Products, Inc. and Sincere Hardware Supply, which account for approximately 57% of the trade accounts receivable at March 31, 2010.
 
The Company purchased approximately 80% of goods from two vendors Whole New Concept, LLC and Jiangmen Pioneer Import & Export Co., LTD. for the year ended March 31, 2010.   If the suppliers were to have operational problems or cease supplying the Company, operations would be adversely affected.
 
We currently do not have any contracts with our suppliers or customers.
 
Competition
 
We bundle our own unique building products as a package to better fit our own distribution channels as well as to distinguish ourselves from competitors. We are aware there are many small to medium size hardware stores in the market place.
 
Major nationwide building materials chain stores, such as Home Depot, Price Club, Lowe, Orchard, Sears, Target and many others are selling similar products and services.  Our advantage is direct import from overseas manufacturers without middleman or agency fees.
 
Employees
 
As of the date hereof, together with QGBS, we have four full-time employees and three part-time employees.
 
Legal Proceedings
 
In the normal course of our business, we may periodically be subject to various lawsuits. However, there is currently no legal action pending against the Company, nor, to our knowledge, any such proceedings contemplated.
 
DESCRIPTION OF PROPERTY
 
Our business office is located at 848 Stewart Dr., Suite 101, Sunnyvale, California, 94085. The office is about 250 square feet and we pay rent of $100 per month to occupy this location. QGBS, one of our subsidiaries, leased an office and warehouse in San Leandro, California for its green building materials operation. The warehouse is about 23,500 square feet and is located at 2756 Alvarado St, Unit E and F, San Leandro, Alameda, California 94577. The monthly rent for the warehouse is $7,050 and the lease will expire on October 31, 2012. We have no other properties and at this time have no intention to acquire any properties.
 
 
 
13

 
 
LEGAL PROCEEDINGS
 
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. To our knowledge, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of our executive officers or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or any of our companies or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
 
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
There is presently no established public trading market for our shares of common stock. We anticipate on applying for trading of our common stock on the OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms apart. However, we can provide no assurance that our shares of common stock will be traded on the Bulletin Board or, if traded, that a public market will materialize.
 
Holders of Our Common Stock
 
As of the date of this registration statement, we had 50 shareholders of our common stock.
 
Stock Option Grants
 
To date, we have not granted any stock options.
 
Transfer Agent and Registrar
 
To date, we have not appointed a transfer agent for our common stock.
 
Dividends
 
Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration 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.
 
AVAILABLE INFORMATION
 
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered hereby. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedule thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding our common stock and our company, please review the registration statement, including exhibits, schedules and reports filed as a part thereof. Statements in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement, set forth the material terms of such contract or other document but are not necessarily complete, and in each instance reference is made to the copy of such document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.
 
We are also subject to the informational requirements under Section 14 of the Exchange Act which requires us to file reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information along with the registration statement, including the exhibits and schedules thereto, may be inspected at public reference facilities of the SEC at 100 F Street N.E., Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC’s Internet website at http://www.sec.gov.
 
 
 
14

 
 
ELITE ENERGIES, INC.
 
INDEX TO
 
CONSOLIDATED FINANCIAL STATEMENTS
 
(Stated in U.S. dollars)
 
 
CONTENTS
PAGES
   
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
F-2
   
CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2010 AND 2009 AND SEPTEMBER 30, 2010 (UNAUDITED)
F-3
   
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED MARCH 31, 2010 AND 2009 AND THE SIX MONTHS ENDED SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)
F-4
   
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED MARCH 31, 2010 AND 2009 AND THE SIX MONTHS ENDED SEPTEMBER 30, 2010 (UNAUDITED)
F-5
   
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED MARCH 31, 2010 AND 2009 AND THE SIX MONTHS ENDED SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)
F-6
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
F-7 – F-15
 
 
 
 
F-1

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and
Stockholders of Elite Energies, Inc. & Subsidiaries:
 
We have audited the accompanying consolidated balance sheets of Elite Energies, Inc. & Subsidiaries as of March 31, 2010 and 2009, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended March 31, 2010.  Elite Energies, Inc. & Subsidiaries’ management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Elite Energies, Inc. & Subsidiaries as of March 31, 2010 and 2009, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
 
 
/s/ Mah & Associates, LLP
San Francisco, California
July 12, 2010
 
(Except for Note 3 and 12, as to
which the date is November 12, 2010)
 
 
 
F-2

 
 
ELITE ENERGIES, INC. AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS
 
AS OF MARCH 31, 2010 AND 2009 AND SEPTEMBER 30, 2010 (UNAUDITED)
 
   
                   
   
March 31
   
September 30,
 
   
2010
   
2009
   
2010
 
               
(UNAUDITED)
 
ASSETS                  
Current Assets
                 
  Cash and cash equivalents
 
$
143,116
   
$
77,484
   
$
108,401
 
  Receivables -
                       
    Trade, net
   
59,263
     
-
     
64,375
 
    Related parties
   
12,117
     
-
     
6,308
 
  Advanced to employee
   
500
     
-
     
-
 
  Inventory, net
   
310,333
     
-
     
463,921
 
  Prepaid inventory/expenses
   
48,594
     
-
     
4,206
 
  Inventory in transit
   
49,327
     
-
     
49,434
 
Total Currents Assets
   
623,250
     
77,484
     
696,645
 
Deposit
   
11,809
     
-
     
41,809
 
Property and Equipment, net
   
35,361
     
-
     
39,389
 
  Total Assets
 
$
670,420
   
$
77,484
   
$
777,843
 
                         
 LIABILITIES AND EQUITY                        
                         
Current Liabilities
                       
  Payables-
                       
    Trade
 
$
1,561
   
$
-
   
$
26,300
 
    Related parties
   
33,117
     
-
     
29,455
 
  Accrued expenses-
                       
    Related parties
   
-
     
1,296
     
9,660
 
    Other
   
3,755
     
75
     
37,503
 
  Deferred liabilities
   
-
     
-
     
2,350
 
  Obligations under capital leases  - current
   
5,499
     
-
     
5,839
 
  Stockholder loans in subsidiaries
   
120,000
     
-
     
70,000
 
  Accrued interest for stockholder loans in subsidiaries
   
5,600
     
-
     
2,067
 
 Total Current Liabilities
   
169,532
     
1,371
     
183,174
 
                         
  Obligations under capital leases  - noncurrent
   
9,591
     
-
     
6,584
 
                         
 Total Liabilities
   
179,123
     
1,371
     
189,758
 
                         
   Commitments
                       
                         
Equity
                       
 Elite's Stockholders' Equity
                       
  Common stock, authorized 50,000,000, 1,000,000,000 and 50,000,000 shares,
      par value $0.000001,  26,340,955 shares, 19,416,667 shares and 26,340,955 shares
      issued and outstanding on March 31, 2010 and 2009 and September 30, 2010, respectively
   
26
     
19
     
26
 
  Additional paid-in-capital
   
490,431
     
214,981
     
490,431
 
  Accumulated deficit
   
(79,205
)
   
(13,887
)
   
(172,933
)
  Stock subscription receivable
   
(120,001
)
   
(125,000
)
   
-
 
     Total Elite's Stockholders' Equity
   
291,251
     
76,113
     
317,524
 
 Non-controlling Interest
   
200,046
     
-
     
270,561
 
Total Equity
   
491,297
     
76,113
     
588,085
 
                         
                         
Total Liabilities and Equity
 
$
670,420
   
$
77,484
   
$
777,843
 
 
The accompanying notes are an integral part of these consolidated financial statements
 
 
 
F-3

 
 
 
ELITE ENERGIES, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
FOR THE YEARS ENDED MARCH 31, 2010 AND 2009
 
AND THE SIX MONTHS ENDED SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)
 
                         
   
Years Ended March 31
   
Six Months Ended September 30
 
   
2010
   
2009
   
2010
   
2009
 
               
(UNAUDITED)
 
Revenues-
                       
  Trade, net of returns
 
$
352,373
   
$
-
   
$
555,038
   
$
20,099
 
  Related parties
   
41,159
     
-
     
62,365
     
7,673
 
Total Revenue
   
393,532
     
-
     
617,403
     
27,772
 
                                 
Cost of Revenue
   
308,226
     
-
     
470,711
     
24,266
 
Gross profit
   
85,306
     
-
     
146,692
     
3,506
 
                                 
Operating expenses
                               
Payroll expenses
   
69,902
     
-
     
73,609
     
896
 
General and administrative
   
54,395
     
641
     
68,094
     
13,224
 
Rent and utilities
   
38,896
     
-
     
47,677
     
7,650
 
Legal and professional fees
   
11,017
     
13,246
     
65,336
     
1.048
 
  Total operating expenses
   
(174,210
)
   
(13,887
)
   
(254,716
)
   
(22,818
)
                                 
Other income/ (expenses)
                               
Interest income
   
108
     
-
     
122
     
47
 
Interest under capital leases
   
(876
)
   
-
     
(844
)
   
-
 
Note interest
   
(5,600
)
   
-
     
(4,467
)
   
(800)
 
  Total other income/ (expenses)
   
(6,368
)
   
-
     
(5,189
)
   
(753)
 
                                 
Loss before income taxes
   
(95,272
)
   
(13,887
)
   
(113,213
)
   
(20,065
)
                                 
Provision for income taxes
   
-
     
-
     
-
     
-
 
                                 
Net loss
   
(95,272
)
   
(13,887
)
   
(113,213
)
   
(20,065
)
                                 
Less: Net loss attributable to noncontrolling interest
   
(29,954
)
   
-
     
(19,485
)
   
(5,251
)
                                 
      Net loss attributable to Elite Energies, Inc.
 
$
(65,318
)
 
$
(13,887
)
 
$
(93,728
)
 
$
(14,814
)
                                 
Loss per Share - Basic and Diluted
 
$
(0.00
)
 
$
(0.02
)
 
$
(0.00
)
 
$
(0.00
)
                                 
Weighted average number of common shares outstanding
                         
during the period - Basic and Diluted
   
21,606,715
     
573,744
     
26,340,955
     
20,054,190
 
 
The accompanying notes are an integral part of these consolidated financial statements
 
 
 
F-4

 
 
ELITE ENERGIES, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 
FOR THE YEARS ENDED MARCH 31, 2010 AND 2009
 
AND THE SIX MONTHS ENDED SEPTEMBER 30, 2010 (UNAUDITED)
 
                                                 
                                 
Total Elite's
             
   
Common Stock
   
Paid in
   
Subscription
   
Accumulated
   
Stockholders'
   
Noncontrolling
   
Total
 
   
Shares
   
Amount
   
Capital
   
Receivable
   
Deficit
   
Equity
   
Interest
   
Equity
 
                                                 
Balance, April 1, 2008
   
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
                                                                 
Sale of common stock
   
19,416,667
     
19
     
214,981
     
(125,000
)
   
-
     
90,000
     
-
     
90,000
 
                                                                 
Net Loss
   
-
     
-
     
-
     
-
     
(13,887
)
   
(13,887
)
   
-
     
(13,887
)
                                                                 
Balance, March 31, 2009
   
19,416,667
     
19
     
214,981
     
(125,000
)
   
(13,887
)
   
76,113
     
-
     
76,113
 
                                                                 
Cash contributions to the subsidiaries by noncontrolling interest
   
-
     
-
     
-
     
-
     
-
     
-
     
230,000
     
230,000
 
                                                                 
Cash received for subscription receivable
   
-
     
-
     
-
     
125,000
     
-
     
125,000
     
-
     
125,000
 
                                                                 
Sale of common stock
   
6,924,288
     
7
     
275,450
     
(120,001
)
   
-
     
155,456
     
-
     
155,456
 
                                                                 
Net Loss
   
-
     
-
     
-
     
-
     
(65,318
)
   
(65,318
)
   
(29,954
)
   
(95,272
)
                                                                 
Balance, March 31, 2010
   
26,340,955
     
26
     
490,431
     
(120,001
)
   
(79,205
)
   
291,251
     
200,046
     
491,297
 
                                                                 
Cash contributions to the subsidiaries by noncontrolling interest
   
-
     
-
     
-
     
-
     
-
     
-
     
90,000
     
90,000
 
                                                                 
Cash received for subscription receivable
   
-
     
-
     
-
     
120,001
     
-
     
120,001
     
-
     
120,001
 
                                                                 
Net Loss
   
-
     
-
     
-
     
-
     
(93,728
)
   
(93,728
)
   
(19,485
)
   
(113,213
)
                                                                 
Balance September 30, 2010 (UNAUDITED)
   
26,340,955
   
$
26
   
$
490,431
   
$
-
   
$
(172,933
)
 
$
317,524
   
$
270,561
   
$
588,085
 
 
The accompanying notes are an integral part of these consolidated financial statements
 
 
F-5

 
 
ELITE ENERGIES, INC. AND SUBSIDIARIES
 
CONSOLIADTED STATEMENTS OF CASH FLOWS
 
FOR THE YEARS ENDED MARCH 31, 2010 AND 2009
 
AND FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)
 
                         
   
Years Ended March 31
   
Six Months Ended September 30
 
   
2010
   
2009
   
2010
   
2009
 
               
(UNAUDITED)
 
Cash Flows from Operating Activities
                       
Net loss
 
$
(95,272
)
 
$
(13,887
)
 
$
(113,213
)
 
$
(20,065
)
Adjustment to reconcile net loss to net cash used in operating activities:
                               
   Depreciation
   
6,277
     
-
     
6,476
     
648
 
Provision for doubtful accounts
   
-
     
-
     
20,390
     
-
 
Change in operating assets and liabilities:
                               
(Increase) in accounts receivable
   
(59,263
)
   
-
     
(25,502
)
   
(11,728
(Increase) / Decrease in accounts receivable from related parties
   
(12,117
)
   
-
     
5,809
 
   
  (6,453
)
(Increase) / Decrease in accounts receivable, other
   
(500
)
   
-
     
500
     
-
 
(Increase) in inventories
   
(310,333
)
   
-
     
(153,588
)
   
(240,690
)
   (Increase) / Decrease in prepaid expenses and inventory in transit
   
(97,921
)
   
-
     
44,281
     
(8,772
)
   (Increase) in deposit
   
(11,809
)
   
-
     
(30,000
)    
(11,219
)
Increase in trade accounts payable
   
1,561
     
-
     
24,739
     
4,817
 
Increase / (Decrease) in accounts payable to related parties
   
33,117
     
-
     
(3,662
)
   
33,319
 
Increase / (Decrease) in accrued expenses to related parties
   
(1,296
)
   
1,296
     
9,660
     
(1,296
)
Increase in other accrued expenses
   
3,680
     
75
     
33,748
     
525
 
Increase in deferred liabilities
   
-
     
-
     
2,350
     
-
 
Increase / (Decrease) in interest payable
   
5,600
     
-
     
(3,533
   
800
 
Net Cash Used in Operating Activities
   
(538,276
)
   
(12,516
)
   
(181,545
)
   
(260,114
)
                                 
Cash Flows from Investing Activities
                               
Acquisition of property and equipment
   
(23,838
)
   
-
     
(10,504
)
   
(3,097
)
Net Cash Used in Investing Activities
   
(23,838
)
   
-
     
(10,504
)
   
(3,097
)
                                 
Cash Flows from Financing Activities:
                               
Proceeds from issuance of common stock
   
155,456
     
90,000
     
-
     
30,000
 
Proceeds from issue of shares to noncontrolling interest
   
230,000
     
-
     
90,000
     
180,000
 
Proceeds from stockholder loan in subsidiaries
   
120,000
     
-
     
-
     
20,200
 
Repayment of stockholder loan in subsidiaries
   
-
     
-
     
(50,000
)
   
-
 
Proceeds from collection of subscription receivable
   
125,000
     
-
     
120,001
     
90,000
 
Payments to the principal of capital leases
   
(2,710
)
   
-
     
(2,667
)
   
-
 
Net Cash Provided by Financing Activities
   
627,746
     
90,000
     
157,334
     
320,200
 
                                 
Net Increase / (Decrease) in Cash
   
65,632
     
77,484
     
(34,715
   
56,989
 
                                 
Cash, Beginning of Period
   
77,484
     
-
     
143,116
     
77,484
 
Cash, Ending of Period
 
$
143,116
   
$
77,484
   
$
108,401
   
$
134,473
 
                                 
Supplemental cash flow information
                               
Interest paid
 
$
876
   
$
-
   
$
8,844
   
$
-
 
Income taxes paid
 
$
-
   
$
-
   
$
-
   
$
-
 
                                 
Noncash investing and financing activities
                               
Capital leases
 
$
17,800
   
$
-
   
$
-
   
$
17,800
 
Stock issuances - subscription receivable
 
$
120,001
   
$
125,000
   
$
-
   
$
175,000
 
 
The accompanying notes are an integral part of these consolidated financial statements
 
 
 
F-6

 
 
ELITE ENERGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information with respect to the six-month period ended September 30, 2010 and 2009, and as of September 30, 2010, is unaudited)
 
NOTE 1.     SUMMARY OF ORGANIZATION
 
Elite Energies, Inc. (“ELITE”, the “Company”) is a Delaware Corporation and was formed on March 28, 2008 under the name “Global ePlatform Technologies Inc.”. On December 17, 2008, Global ePlatform Technologies Inc. changed its name to Elite Energies, Inc. The Company, located in Sunnyvale, California, is a holding company whose subsidiaries invest in the renewable energies technology and environmental friendly building materials, products and related services.
 
The Company has a wholly-owned subsidiary, Elite Renewable Energies Technology, Inc. (“ERET”), which was incorporated on January 29, 2009 under the laws of the state of California. ERET invests and operates subsidiaries and plans to sign up more distributors across the nation to implement Elite Energies Distribution (EED) program. This EED program is to build up new distribution channels with local entrepreneurs at selected regions throughout the United States. In August 2009, ERET invested into a wholesale distribution operator, Quality Green Building Supplies, Inc. (“QGBS”), a California Corporation. QGBS was established in July 2009, and is operating as building materials wholesaler in the San Francisco Bay Area.   The financial statements of QGBS are included in the consolidated financial statements because of the Company’s majority ownership (50.52%) and control over QGBS.
 
The Company has established a wholly-owned corporation, Elite Everbright Group Inc, (“EEG”), which was incorporated in California on July 15, 2010. EEG is established for the Company’s overseas operations in the future once the Company obtains more funding. Currently, EEG has no assets and no operations.
 
The information within these consolidated financial statements that is dated subsequent to March 31, 2010 has not been subjected to audit procedures except for certain subsequent events in Note 12.
 
NOTE 2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation
 
The accompanying consolidated financial statements have been prepared by in accordance with accounting principles general accepted in the United States of America.  
 
Principles of Consolidation
 
The consolidated financial statements of the Company include wholly- and majority-owned subsidiaries under its control. All of the material intercompany balances and transactions have been eliminated.
 
Use of Estimates
 
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
Revenue and Cost Recognition
 
The Company recognizes revenue on arrangements in accordance with FASB Accounting Standards Codification No. (“ASC”) 605, Revenue Recognition. The Company sells lighting products, fixtures and environmental friendly building materials. The Company recognizes revenue when persuasive evidence of a sales arrangement exists, delivery of merchandise occurs through the transfer of title and risks and rewards of ownership, the selling price is determinable, and collectability is reasonably assured. The majority of the sales contracts transfer title and risk of loss to customers upon receipt. Revenues are primarily recognized upon shipment as the shipments of each product group are typically delivered to the customers within the same day. The discrepancy between the shipment and the sales agreement, if any, is reconciled within the same day when the shipment is delivered.
 
Sales agreements typically do not contain product warranties except for return and replacement of defective products within a period generally ranging from 7 days to 30 days from delivery. Customers have the right to return defective products, which are substantially covered under the manufacturer’s warranty. The customer receives a credit from the Company for defective products returned and the Company receives a corresponding credit provided by the manufacturer.  The amounts of return of defective products are reduced from the gross sales. During the year ended March 31, 2010 and March 31, 2009, and the six months ended September 30, 2010 and September 30, 2009, the total amounts of  return of defective products were insignificant for each period.
Under some limited circumstances, the Company gives some customer sales discounts, rebate or other sales incentives on their first-time purchase in order to expand the customer base. The amounts of sales discounts, rebate or other sales incentives are determined at the time of the sales occur and are stated in the sales agreements. These amounts are reduced from the gross sales to record on a net basis. During the year ended March 31, 2010 and March 31, 2009, and the six months ended September 30, 2010 and September 30, 2009,  the total amounts of sales discounts and sales incentive were insignificant and no rebate amount has been issued or recorded for each period.
 
Expenses are recognized when they occurred and matched against revenue, as a component of costs of revenue in the statement of operations in accordance with ASC 605, Revenue Recognition.
 
Cash and Cash Equivalents
 
The Company considers cash on hand and amounts on deposit with financial institutions, which have original maturities of three months or less to be cash and cash equivalents.
 
 
 
F-7

 
 
ELITE ENERGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information with respect to the six-month period ended September 30, 2010 and 2009, and as of September 30, 2010, is unaudited)
 
Allowance for Doubtful Accounts
 
The Company records its accounts receivable net of an allowance for doubtful accounts.  This allowance for doubtful accounts is estimated of the losses resulting from the inability of its customers to make required payments. The Company evaluates the trends in customers’ payment patterns, including review of specific delinquent accounts, changes in business conditions and external communications available about customers to estimate the level of allowance that is needed to address potential losses that the Company may incur due to the customer’s inability to pay.  Accounts are considered delinquent or past due, if they have not been paid within the terms provided on the invoice. Delinquent account balances are written off after management has determined that the likelihood of collection is not probable. As of March 31, 2010 and 2009, the Company has not recorded any allowance for doubtful accounts.  As of September 30, 2010, the Company recorded $20,390 allowance for doubtful accounts due to economic conditions of certain customers business.
 
Inventory
 
Inventories are valued at the lower of cost or market.  Cost is determined using the first-in, first-out (FIFO) method.   Provision for potentially obsolete or slow moving inventory is made based on management’s analysis of inventory levels and future sales forecasts. There was no provision recorded for the years ended March 31, 2010 and 2009, and September 30, 2010. The inventory in transit is the Company’s inventory that is purchased from the vendors and the title has transferred to the Company but is in the possession of the carrier.
 
Property and Equipment
 
Property and equipment are stated at cost and are depreciated over their estimated useful lives, which differ by asset category. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful lives of the assets:
 
    Office Equipment
Five Years, 150% Double Declining
    Furniture and Fixtures
Ten Years, 150% Double Declining
    Equipment
Five Years, 200% Double Declining
    Delivery Vehicle
Five Years, 200% Double Declining
    Leasehold Improvements
Five Years, Straight-line
 
Expenditures associated with upgrades and enhancements that improve, add functionality, or otherwise extend the life of a respective asset are capitalized, while expenditures that do not, such as repairs and maintenance, are expensed as incurred. The residual value of property and equipment is estimated to be equal to 10% of the original cost, except for no residual value for leasehold improvements.  Upon disposal, the assets and related accumulated depreciation are removed from the Company’s accounts, and the resulting gains or losses are reflected in the statements of operations.
 
Property and equipment to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of any impairment loss for long-lived assets that management expects to hold and use is based on the excess of the carrying value of the asset over its fair value. No impairments of such assets were identified during any of the periods presented.
 
Fair Value of Financial Instruments
 
The carrying amounts of financial instruments including cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximated fair value as of March 31, 2010 and 2009, and September 30, 2010, because of the relatively short maturity of these instruments.
 
Income Taxes
 
The Company accounts for income taxes under ASC 740, Income Taxes.  Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.
 
ASC 740 also provides guidance on financial statement classification, accounting for interest and penalties, accounting for interim periods and new disclosure requirements. The Company’s policy is to recognize both interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties on unrecognized tax benefits expected to result in payment of cash within one year are classified as accrued liabilities, while those expected beyond one year are classified as other liabilities. The Company has not recorded any interest and penalties since its inception.
 
 
 
F-8

 
 
ELITE ENERGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information with respect to the six-month period ended September 30, 2010 and 2009, and as of September 30, 2010, is unaudited)
 
Unaudited interim financial information
 
The accompanying interim consolidated financial statements and related notes of the Company for the six months ended September 30, 2010 and 2009, and as of September 30, 2010, are unaudited. The unaudited interim consolidated financial information has been prepared on the same basis as the annual consolidated financial statements and in the opinion of management reflects all adjustments, consisting of normal recurring adjustments, necessary to present fairly the results of operations and cash flows of the Company for the six months ended September 30, 2010 and 2009, and the financial position of the Company as of September 30, 2010. The financial data and the other financial information disclosed in these notes to the consolidated financial statements related to the six month periods are unaudited. The results for the six months period ended September 30, 2010 are not necessarily indicative of the results to be expected for the year ended March 31, 2011 or any other future year or interim period.
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
In June 2006, the FASB issued ASC 820, Fair Value Measurements. ASC 820 defines fair value, establishes a framework for measuring fair value in US GAAP, and expands disclosures about fair value measurements. ASC is effective for interim or annual financial periods beginning after November 15, 2007.  The adoption of ASC 820 did not have a material effect on the Company’s consolidated financial statements.
 
In May 2009, the FASB issued ASC 855, Subsequent Events.  ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  ASC 855 sets forth (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date.  ASC 855 is effective for interim or annual financial periods ending after June 15, 2009. The adoption of ASC 855 did not have a material effect on the Company’s consolidated financial statements.
 
In June 2009, the FASB issued ASC 105, Generally Accepted Accounting Principles.  The FASB Accounting Standards Codification (“Codification”) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles (“US GAAP”).  Existing U.S. GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact the consolidated financial statements.  The ASC does change the way the guidance is organized and presented.
 
In June 2009, the FASB issued ASC 810, Consolidation. ASC 810 improves financial reporting by enterprises involved with variable interest entities. ASC 810 is effective for the Company on April 1, 2010. The impact of adoption will depend on the nature and significance of any future transactions involving variable interest entities.
 
In January 2010, the FASB issued update No. 2010-06 -- Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. The amendments require new disclosures and clarify existing disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009. Adoptions of the amendments will not have an impact on the Company’s consolidated financial statements.
 
In February 2010, the FASB issued update No. 2010-08 -- Technical Corrections to Various Topics. The amendments eliminate those inconsistencies and outdated provisions and provide the needed clarifications. The amendments are effective for the first reporting period (including interim periods) beginning after issuance. Adoptions of the amendments will not have an impact on the Company’s consolidated financial statements.
 
In February 2010, the FASB issued update No. 2010-09 -- Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements. The amendments remove the requirement for an SEC filer to disclose a date in both issued and revised financial statements.  The amendment is effective for interim or annual periods ending after June 15, 2010. Adoptions of the amendments will not have an impact on the Company’s consolidated financial statements.
 
 
 
F-9

 
 
ELITE ENERGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information with respect to the six-month period ended September 30, 2010 and 2009, and as of September 30, 2010, is unaudited)
 
 
In August 2010, the FASB issued update No. 2010-21 – Accounting for Technical Amendments to Various SEC Rules and Schedules Amendments to SEC Paragraphs Pursuant to Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies(SEC Update). The amendments eliminated outdated provisions and provide the needed clarifications. The amendments are effective for the first reporting period (including interim periods) beginning after issuance. Adoptions of the amendments will not have an impact on the Company’s consolidated financial statements.
 
In August 2010, the FASB issued update No. 2010-22 – Accounting for Various Topics – Technical Corrections to SEC Paragraphs (SEC Update). The update amends paragraphs based on external comments received and the issuance of SAB 112. The amendments are effective for the first reporting period (including interim periods) beginning after issuance. Adoptions of the amendments will not have an impact on the Company’s consolidated financial statements.
 
NOTE 3.   QUALITY GREEN BUILDING SUPPLIES, INC.
 
Quality Green Building Supplies, Inc. (“QGBS”) was established in the San Francisco Bay Area in July, 2009.   Prior to August 18, 2009, the only activity in QGBS was for capital contribution of $160,000 from the two founders, who were also the two of the founders of Elite Energies, Inc .. On August 18, 2009, ERET entered into an agreement with QGBS to acquire 50.52% of common stock in the amount of $330,000 by way of installment payments while the existing founders would contribute an additional $160,000 totaling to $320,000 to own 49.48% of common stock of QGBS.
 
After the agreement was executed on August 18, 2009, ERET owned 50.52% of ownership in QGBS and had the 50.52% voting power for QGBS’s management’s decisions.  Starting in September 2009, QGBS began to operate as a building material wholesaler and generated revenue.
 
The total acquisition cost for the 50.52% ownership of QGBS  was $330,000. ERET paid the first installment of $120,000 on August 18, 2009, second installment of $50,000 on December 31, 2009, third installment of $80,000 on April 16, 2010, fourth installment of $40,000 on May 4, 2010 and fifth installment of $40,000 on May 28, 2010.  On the other hand, the noncontrolling shareholders of QGBS made $70,000 on September 2009 and $90,000 in April 2010 to fulfill their commitments per the agreement.
 
QGBS was a start-up entity and only cash and capital contributions from the founders were recorded on the QGBS’s balance sheet prior to the acquisition by ERET. Further, QGBS has no actual operation and has no new economic resource to create outputs by the time of the acquisition by ERET. Therefore, QGBS was not  considered as a business prior to the investment made by ERET and the investment  of majority ownership of QGBS through ERET was not accounted for as a business combination. In accordance with ASC 805-50-30, the transfer of assets was recorded at their carrying amounts since ERET and QGBS were under common control.
 
 
F-10

 
 
ELITE ENERGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information with respect to the six-month period ended September 30, 2010 and 2009, and as of September 30, 2010, is unaudited)
 
NOTE 4.     PROPERTY AND EQUIPMENT
 
At March 31, 2010 and 2009, and September 30, 2010, property and equipment is as follows:
 
   
March 31, 2010
   
March 31, 2009
   
September 30, 2010
 
               
(Unaudited)
 
Office Equipment
 
$
3,907
   
$
-
   
$
4,759
 
Furniture and Fixtures
   
757
     
-
     
10,409
 
Equipment
   
17,800
     
-
     
17,800
 
Delivery Vehicle
   
9,000
     
-
     
9,000
 
Leasehold Improvements
   
10,714
     
-
     
10,174
 
     
41,638
     
-
     
52,142
 
Less: accumulated depreciation
   
(6,277
)
   
-
     
(12,753
)
Property and equipment, net
 
$
35,361
   
$
-
   
$
39,389
 
 
Depreciation expense for the years ended March 31, 2010 and 2009 was $6,277 and $0, respectively. Depreciation expense for the six months ended September 30, 2010 and 2009 was $6,476 and $648, respectively.
 
NOTE 5.     INCOME TAXES
 
There was no net current or deferred income tax provision for the years ended March 31, 2010 and 2009.
 
The Company’s deferred tax assets and liabilities as of March 31, 2010 and 2009 consist of the following:
 
   
2010
   
2009
 
Deferred income tax assets:
           
          Net operating loss carryforward
 
$
28,138
   
$
4,949
 
          Other
   
437
     
571
 
               Gross deferred income tax assets
   
28,575
     
5,520
 
                Valuation allowance
   
(24,197
)
   
(5,520
                Deferred income tax assets
 
$
4,378
   
$
--
 
Deferred income tax liabilities:
               
           Accelerated depreciation
 
$
(4,378
)
 
$
--
 
                Deferred income tax liabilities
 
$
(4,378
)
 
$
--
 
           Net deferred income tax assets
 
$
   
$
 
 
 
 
As of March 31, 2010 and 2009, the Company had a net operating loss carryforward of $72,440 and $12,365, respectively, available to offset future taxable income through 2030. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The valuation allowance at March 31, 2010 and 2009 was $24,197 and $5,520, respectively.  The increase in the valuation allowance for the year ended March 31, 2010 and 2009 was $18,677 and $5,520, respectively.
 
   
2010
   
2009
 
Statutory Federal tax rate
   
(34.0
)%
   
(34.0
)%
State income taxes (net of Federal benefit)
   
(6.0
)%
   
(6.0
)%
Effect of valuation allowance
   
40
 %
   
40
 %
Effective tax rate
   
-
 %
   
-
 %
 
Management feels that the Company does not have any tax positions that will result in a material impact on the Company’s consolidated financial statements because of the adoption of ASC 740.  However, management’s conclusion may be subject to adjustment at a later date based on factors including additional implementation guidance from the Financial Accounting Standards Board and ongoing analyses of tax laws, regulations and related interpretations.
 
The Company and its subsidiaries file U.S. federal and state income tax returns. There are no on-going examinations of income tax returns filed by the Company and its subsidiaries. U.S. federal income tax returns ending after 2008 are subject to examination by the Internal Revenue Service. State income tax returns for tax years ending after 2008 are subject to examination by related state tax authorities.
 
NOTE 6.     NOTES PAYABLE
 
On September 1, 2009, two of the stockholders of QGBS loaned QGBS $120,000 to support its operations and expansion. The loan is at 8% annual interest rate and due on demand.
 
In September 2010, QGBS paid back $50,000 loan and $8,000 interest  to one of these two stockholders of QGBS.
 
The Company accrued $5,600 interest expenses on the loan during the year ended March 31, 2010. Further, the Company accrued $4,467 and $800 of interest expenses on the loan during the six months ended September 30, 2010 and 2009, respectively.
 
 
F-11

 
 
ELITE ENERGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information with respect to the six-month period ended September 30, 2010 and 2009, and as of September 30, 2010, is unaudited)
 
NOTE 7.     COMMITMENTS
 
Operating Leases
 
QGBS leases a warehouse for its green building materials operations under non-cancellable operating leases, which will expire on October 31, 2012. Certain of the leases require payments for additional expenses such as maintenance and utilities.
 
Future minimum lease payments for operating lease with non-cancelable terms of more than one year as of March 31, 2010 are as follows:
 
 Year ending March 31
 
Amount
 
        2011
  $ 85,660  
        2012
    88,229  
        2013
    52,353  
        2014
     
        2015
     
        Thereafter
     
  
  $ 226,242  
 
Future minimum lease payments for operating leases with non-cancelable terms of more than one year as of September 30, 2010 are as follows:
 
 Year ending March 31
 
Amount
 
        2011 (remainder of year)
 
$
43,360
 
        2012
   
88,229
 
        2013
   
52,353
 
        2014
   
 
        2015
   
 
        Thereafter
   
 
  
 
$
183,942
 
 
Rent expense was $36,450, $0, $45,250 and $7,650 during the years ended March 31, 2010 and 2009, and during the six months ended September 30, 2010 and 2009, respectively.
 
Capital Leases
 
QGBS leases a forklift under capital leases. The following is an analysis of the leased property under capital leases at March 31, 2010 and 2009, and at September 30, 2010.
 
   
March 31
   
September 30,
 
   
2010
   
2009
   
2010
 
               
(Unaudited)
 
Forklift
 
$
17,800
   
$
-
   
$
17,800
 
Less: accumulated depreciation
   
(4,153
)
   
-
     
(6,883
)
Total
 
$
13,647
   
$
-
   
$
10,917
 
 
The following is a schedule by years of future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of March 31, 2010.
 
Year ending March 31
 
Amount
        2011
 
$
7,022
 
        2012
   
7,022
 
        2013
   
3,511
 
        2014
   
 
        2015
   
 
        Thereafter
   
 
           Total minimum lease payments
   
17,555
 
               Less: Amount representing interest
   
(2,065)
 
        Present value of net minimum lease payments (a)
 
$
15,090
 
 
(a)  
Reflected in the balance sheet as current and noncurrent obligations under capital leases of $5,499 and $9,591, respectively.
 
 
 
F-12

 
 
ELITE ENERGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information with respect to the six-month period ended September 30, 2010 and 2009, and as of September 30, 2010, is unaudited)
 
 
The following is a schedule by years of future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of September 30, 2010.
 
Year ending March 31
 
Amount
        2011 (remainder of the year)
 
$
3,511
 
        2012
   
7,022
 
        2013
   
3,511
 
        2014
   
 
        2015
   
 
        Thereafter
   
 
           Total minimum lease payments
   
14,044
 
               Less: Amount representing interest
   
(1,621
)
           Present value of net minimum lease payments (a)
 
$
12,423
 
 
(a)  
Reflected in the balance sheet as current and noncurrent obligations under capital leases of $5,839 and $6,584, respectively.
 
NOTE 8.     EARNINGS (LOSS) PER COMMON SHARE        
 
Basic earnings (loss) per common share excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock that then shared in the earnings of the entity. Since the Company has only incurred losses, basic and diluted loss per share is the same. Furthermore, as of March 31, 2010 and 2009, and September 30, 2010 and 2009, there were no diluted shares outstanding.
 
   
March 31
2010
   
March 31
2009
 
        Numerator:
           
        Net loss
 
$
(95,272
)
 
$
(13,887