Elite Energies, Inc. - FORM 10-K

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EXCEL - IDEA: XBRL DOCUMENT - Elite Energies, Inc.	Financial_Report.xls
EX-31.1 - CERTIFICATION - Elite Energies, Inc.	f10k2012ex31i_elite.htm
EX-32.1 - CERTIFICATION - Elite Energies, Inc.	f10k2012ex32i_elite.htm
EX-32.2 - CERTIFICATION - Elite Energies, Inc.	f10k2012ex32ii_elite.htm
EX-31.2 - CERTIFICATION - Elite Energies, Inc.	f10k2012ex31ii_elite.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2012

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to______.

	ELITE ENERGIES, INC.
	(Exact name of registrant as specified in its charter)

Delaware		333-168184		26-3936718
(State or other jurisdiction of incorporation or organization)		(Commission file number)		(I.R.S. Employer Identification No.)

	848 Stewart Drive, Suite 101 Sunnyvale, California 94085
	(Address of principal executive offices)

	(888) 209-9909
	(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of the Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Exchange Act Rule 12b-2).

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x

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

As of the last business day of the registrant’s most recently completed second fiscal quarter, there was no active public trading market for our common stock.

As of June 27, 2012, the registrant had 30,340,955 shares of its common stock issued and outstanding.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

		PAGE
PART I
ITEM 1.	Business	2
ITEM 1A.	Risk Factors	3
ITEM 2.	Properties	6
ITEM 3.	Legal Proceedings	6
ITEM 4.	Mine Safety Disclosures	6

PART II

ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	6
ITEM 6.	Selected Financial Data	7
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	10
ITEM 8.	Financial Statements and Supplementary Data	10
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	11
ITEM 9A.	Controls and Procedures	11

PART III

ITEM 10.	Directors, Executive Officers and Corporate Governance	12
ITEM 11.	Executive Compensation	15
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	16
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	17
ITEM 14.	Principal Accounting Fees and Services	18

PART IV

ITEM 15.	Exhibits, Financial Statement Schedules	19
SIGNATURES		20

FORWARD LOOKING STATEMENTS

This annual report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

	●	the uncertainty of profitability based upon our history of losses;
	●	risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;
	●	risks related to our international operations and any currency exchange fluctuations; and
	●	other risks and uncertainties related to our business plan and business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

References in this annual report to “we”, “us”, “our”, the “Company” refer to Elite Energies, Inc., unless otherwise indicated.

References to China or the PRC refer to the People’s Republic of China.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common stock” refer to the common shares in our capital stock.

PART I

ITEM 1. BUSINESS

Business Overview

We were originally formed on March 28, 2008 under the name “Global ePlatform Technologies Inc.” We had no operations after inception and in December 2008, our corporate name was changed to Elite Energies, Inc. to reflect our business operations as described below.

We have developed two types of businesses, one is energy saving related products and the other one is green building material retail and wholesale distribution. The energy saving operation is investing in efficient energy, such as light-emitting diodes (LED) lights. The other one is distributing environmentally friendly building materials.

Due to the energy crises and the concern on environmental impact by the general public, we aim to capture these opportunities of the 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. Both the Company and ERET are located and operated out of Sunnyvale, California, USA.

In August 2009, ERET has invested in Quality Green Building Supplies, Inc. (“QGBS”), a California Corporation. QGBS was established on July 2009, and is operating as a green building materials wholesaler in the San Francisco Bay Area. ERET 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 may enhance the users interface or even certain technical aspects of our product lines to accommodate each targeted market and ultimately develop 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 distributors in the sales channel 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 June 7, 2011, the Company established a wholly-owned Hong Kong subsidiary, Elite Energies International Limited (“EEIL”), to operate and manage all the Company’s potential business activities in Hong Kong and China market. The HK operation is going to prepare to work with strategic partners that will be beneficial to the Company.

Market Opportunities

The economy in 2011 was not encouraging, petroleum is hovering around $95 per barrel in June 2012, and it is anticipated that the price will not slip back at the near future.

The impact has slowed down our business overall, however, we are looking for other opportunities in the high tech and industry gas business in China.

Competition

We bundle our own unique building products and LED as a package to better fit our own distribution channels as well as to distinguish ourselves from competitors. There are many small to medium size hardware stores in the market place and major nationwide building materials chain stores, such as Home Depot, Price Club, Lowe, Orchard, Sears, Target and many others that are selling similar products and services. Our advantage is direct import from overseas manufacturers without any middleman or agency fees.

Employees

As of the date hereof, together with QGBS, we have eight 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.

ITEM 1A. 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 annual report 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 annual report, the words “we”, “our”, “us”, or “Elite Energies” refer to the Company and its subsidiaries.

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 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 84% of goods from one major vendor, Xiangxing Science & Trade Co., Ltd. for the year ended March 31, 2012 and purchased approximately 92% of goods from two major vendors, Jiangmen Pioneer Import & Export Co., Ltd. and Art Make Co., Ltd., for the year ended March 31, 2011. The Company has three customers, Whole Wood, Kingway Construction Supply, Inc. and Sincere Hardware Supply accounting for approximately 43% of the sales for the year ended March 31, 2012. The Company also has three customers Sincere Hardware Supply, Kingway Cabinet Outlet Inc. and Kingway Construction Supply Inc, which account for approximately 61% of the Company’s trade accounts receivable as of March 31, 2012. The Company also has five customers, Best Forest Products, Inc., CBS Building Supply Inc., Kingway Cabinet Outlet Inc., Kingway Construction Supply Inc. and Sincere Hardware Supply, which account for approximately 72% of the Company’s trade accounts receivable as of March 31, 2011. 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 PRC 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 PRC. 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.

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 A MAJOR SUPPLIER, THE LOSS OF WHICH COULD MATERIALLY ADVERSELY AFFECT OUR OPERATIONS AND REVENUES.

We depend on one major supplier, Xiangxing Science & Trade Co., Ltd., which provided approximately 84% of our goods for the year ended March 31, 2012. Our reliance on this supplier 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 the vendor 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 67.38% 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, 2012 and 2011. 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.

Risks Related to Our Common Stock

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.

ITEM 2. PROPERTIES

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 $7,479 and the lease will expire on October 31, 2012. We will work to renew the lease in favorable terms before the current lease expires. We have no other properties and at this time have no intention to acquire any properties.

ITEM 3. 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. 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 the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is quoted on the OTCQB under the symbol “EENR”. The OTCQB is a quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity securities. The OTCQB is the venture market place for companies that are current in their reporting with a U.S. regulator. There are no financial or qualitative standards to be quoted on the OTCQB.

There is presently limited public trading of our shares of common stock on the OTCQB. We can provide no assurance that our shares of common stock will be traded actively on the OTCQB.

Holders of Our Common Stock

As of the date of this report, in accordance with our transfer agent records, we had 55 shareholders holding 30,340,955 shares of our common stock.

Stock Option Grants

To date, we have not granted any stock options.

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.

Transfer Agent and Registrar

Globex Transfer, LLC is currently the transfer agent for our common stock. Its address is 780 Deltona Blvd., Suite 202, Deltona, FL 32725. Its phone number is (813) 344-4490.

Securities Authorized for Issuance Under Equity Compensation Plans

We presently do not have any equity based or other long-term incentive programs. In the future, we may adopt and establish an equity-based or other long-term incentive plan if it is in the best interest of the Company and our stockholders to do so.

ITEM 6. SELECTED FINANCIAL DATA

As a smaller reporting company, we are not required to provide disclosure pursuant to this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section of this Form 10-K includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Business Overview

Elite Energies, Inc. is the holding company and has incorporated a wholly owned California subsidiary corporation, Elite Renewable Energies Technology, Inc. (“ERET”) as the operating subsidiary. We are a Delaware corporation investing in energy saving related products such as LED lighting and environmentally friendly building materials.

ERET, through its subsidiaries, focuses on conducting a broad base of activities and products such as selling exterior lighting systems which can increase efficient energy uses with decreased energy consumption, such as, selling solar LEDs for outdoor lightings. On the green building material, we are targeting builders and general contractors as our customers. However, at the beginning of 2012, we have remodeled a portion of our warehouse to become a showroom, and expect to also attract retail customers.

Plan of Operation

Over the next fiscal year we intend to do the following:

We are still working on the trade mark approval, since there are quite a few brand names using “Elite” as their trade mark. We may have to change the details of our application in order to get the approval. Once the trademark is issued, we will be able to add the brand name on our quality products and it will differentiate and promote our products in the market.

We are exploring the opportunity in variety of industrial gas resale in PRC. Our HK subsidiary, EEIL is expecting to sign a letter of intent (“LOI”) with ChenZhou XuHui QiTi (an industry gas manufacturing company located in Chen Zhou, Hunan), for using XuHui’s brand name to operate gas trading in Hunan Province. This will be our major business objective for our on-going operation.

We will hire consultants and an appropriate appraiser to study the industrial gas industry business in PRC and evaluate ChenZhou XuHui QiTi’s value. Based on the result of the study and appraisal reports, the Board will evaluate and vote for acquisition of XuHui. Since our Chairwoman Mrs. Liu has years of experience in the industrial gas business, she can greatly assist us in exploring potential opportunity in this industry.

Elite plans to change its name to “Elite Universal Holdings, Inc.”, upon approval from all directors, the majority of the shareholders, and the government regulators.

Elite is also exploring at other high tech company in China for potential business opportunity.

Result of Operations

We believe the percentage relationship between Revenues and major categories in the Consolidated Statements of Operations presented below are important in evaluating the performance of our business operations.

	% of Revenues
	2012		2011

Revenues-
Trade, net of returns	93.4	%	89.8	%
Related parties	6.6		10.2
	100.0		100.0

Cost of Revenue	89.2		77.3
Gross profit	10.8		22.7

Operating expenses
Payroll expenses	19.1		14.8
General and administrative	6.8		11.0
Rent and utilities	9.8		8.8
Legal and professional fees	11.1		13.1
Total operating expenses	46.8		47.7

Other income/(expenses)
Interest income	0.0		0.0
Interest under capital leases	(0.1)		(0.1)
Note interest	(0.9)		(0.8)
Total other income/(expenses)	(1.0)		(0.9)

Loss before income taxes	(37.0)		(25.9)

Provision for income taxes	-		-

Net loss	(37.0)		(25.9)
Less: Net loss attributable to noncontrolling interest	(10.5)		(5.4)
Net loss attributable to Elite Energies, Inc.	(26.4)	%	(20.5)	%

Note: Certain percentages may not sum to totals due to rounding.

For an understanding of the significant factors that influenced our performance during the past two years, the following discussion should be read in conjunction with the Consolidated Financial Statements and the Notes to Consolidated Financial Statements presented in this report.

Revenue: Our revenue was mainly generated from the sales of environmentally friendly building materials, primarily hardwood floors, to the customers through our 50.52% owned subsidiary QGBS. For the year ended March 31, 2012, we generated $969,494 in revenue, representing a decrease of $109,410, or 10.1%, compared to the revenue of $1,078,904 during the year ended on March 31, 2011. The decrease of our revenue is due to suppliers from China failing to comply with the shipping schedule during the second quarter of the current fiscal year.

Cost of Revenue: Our cost of revenue includes expenses mainly related to the products sold. Our cost of revenue was $864,533 for the year ended March 31, 2012, compared to $834,426 for the year ended March 31, 2011, representing an increase of $30,107 or 3.6%. The increase of cost of revenue is primarily due to the provision for inventory obsolescence of $70,437 recorded and higher purchase costs during the year ended March 31, 2012 as compared to the year ended March 31, 2011.

Payroll expenses: The payroll expenses were $184,768 for the year ended March 31, 2012 and $159,262 for the year ended March 31, 2011, representing an increase of $25,506, or 16.0%. The increase was primarily due to the hiring of one new employee to perform our daily operations. During the year ended March 31, 2012, together with QGBS, we have 8 employees.

General and Administrative Expenses: General and administrative expenses include depreciation, licenses, advertising, travel and state franchise taxes. Our general and administrative expenses were $66,183 for the year ended March 31, 2012, compared to $118,731 in the year ended March 31, 2011, representing a decrease of $52,548, or 44.3%, which was primarily due to lower expenses relating to the public offering for the year ended March 31, 2012 as compared to the year ended March 31, 2011.

Rent and utilities: Rent and utilities were $95,196 for the year ended March 31, 2012, compared to $94,615 in the year ended March 31, 2011, representing an increase of $581, or 0.6%. Currently we lease a corporate business office in Sunnyvale, California, as well as a warehouse in San Leandro, California, for our subsidiary QGBS’s green building material operation.

Legal and professional fees: Legal and professional fees were $107,668 for the year ended March 31, 2012 and $141,608 for the year ended March 31, 2011, representing a decrease of $33,940, or 24.0%. The decrease was primarily attributable to lower accounting fees and legal fees relating to the public offering for year ended March 31, 2012 as compared to the year ended March 31, 2011.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, we have incurred recurring losses and have an accumulated deficit of $556,674 through March 31, 2012. We have financed our operations primarily through the sale of common stocks and proceeds from shareholders’ loans to subsidiary. As of March 31, 2012, the Company’s current assets were $460,545 and current liabilities were $246,684, and total cash was $34,793.

	Year Ended March 31, 2012			Year Ended March 31, 2011
Net cash used in operating activities	$	(239,715	)	$	(284,059	)
Net cash used in investing activities		(11,944	)		(15,908	)
Net cash provided by financing activities		243,801			199,502
Net (decrease) in cash		(7,858	)		(100,465	)
Cash, Beginning of Year		42,651			143,116
Cash, Ending of Year	$	34,793		$	42,651

The Company had cash used in operating activities for the year ended March 31, 2012 of $239,715 and cash used in operating activities equal to $284,059 for the year ended March 31, 2011. The decrease was primarily a result of the decrease in inventory levels.

The Company had net cash used in investing activities of $11,944 and $15,908 for the year ended March 31, 2012 and 2011, respectively. The decrease was primarily due to less capital expenditure.

The Company had net cash provided by financing activities of $243,801 and $199,502 for the year ended March 31, 2012 and 2011, respectively. The increase was primarily due to the proceeds from issuance of common stock in April 2011.

We believe that we will need additional funding to satisfy our cash requirements for the next twelve months. We will continue to monitor our expenditures and cash flow position by reducing operating costs, improving operating profitability, controlling inventory levels, working with vendors and other creditors to accept more favorable payment terms, and through seeking additional financing funding. On June 13, 2012, the Board unanimously approved the issuance of shares to its Directors in order to raise funds for the Company’s operations. However, completion of our plan of operation is subject to attaining adequate revenue and additional investors’ funding. We cannot assure investors that additional financing will be available. In the absence of additional financing, we may be unable to proceed with our business plan.

GOING CONCERN

As reflected in the accompanying consolidated financial statements, the Company had a net loss of $256,353, used $239,715 of cash in operating activities during the year ended March 31, 2012, and has an accumulated deficit of $556,674 at March 31, 2012. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to raise additional capital and implement its business plan will provide the opportunity for the Company to continue as a going concern.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements, which have been prepared in accordance with GAAP. In connection with the preparation of our consolidated financial statements, the Company is required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures. The assumptions, estimates and judgments included within these estimates are based on historical experience, current trends and other factors we believe to be relevant at the time the condensed consolidated financial statements were prepared. On a regular basis, the accounting policies, assumptions, estimates and judgments are reviewed to ensure that the consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from the assumptions and estimates, and such differences could be material.

We discussed accounting policies and assumptions that involve a higher degree of judgment and complexity within Note 2 to the consolidated financial statements included in this annual report. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our Company’s operating results and financial condition.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable because we are a smaller reporting company.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ELITE ENERGIES, INC.

INDEX TO

CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US dollars)

CONTENTS		PAGES

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-2

CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2012 AND 2011		F-3

CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED MARCH 31, 2012 AND 2011		F-4

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED MARCH 31, 2012 AND 2011		F-5

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED MARCH 31, 2012 AND 2011		F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2012 AND 2011		F-7 – F-14

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, 2012 and 2011, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of Elite Energies, Inc. & Subsidiaries’ management. 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Elite Energies, Inc. & Subsidiaries as of March 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 12 to the consolidated financial statements, the entity has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 12. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Mah & Associates, LLP

San Francisco, California

June 29, 2012

F-2

ELITE ENERGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2012 AND MARCH 31, 2011


	2012			2011
ASSETS
Current Assets
Cash	$	34,793		$	42,651
Trade receivables -
Others, net		57,843			52,431
Related parties		6,441			15,682
Inventory, net		360,660			543,513
Prepaid expenses		808			7,493
Total Currents Assets		460,545			661,770
Deposit		51,809			26,809
Property and Equipment, net		37,752			37,534
Total Assets	$	550,106		$	726,113

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Trade payables -
Others	$	78,756		$	126,892
Related parties		31,730			26,123
Accrued expenses -
Related parties		-			10,380
Interest		3,196			5,842
Others		4,611			10,358
Obligations under capital leases - current		3,391			6,200
Directors' loans		35,000			35,000
Loan from unrelated party		10,000			10,000
Stockholder loans to subsidiaries		80,000			70,000
Total Current Liabilities		246,684			300,795
Obligations under capital leases - noncurrent		-			3,391
Total Liabilities		246,684			304,186

Commitments

Stockholders' Equity
Common stock, authorized 50,000,000 shares, par value $0.000001, 30,340,955 shares and 26,340,955 shares issued and outstanding on March 31, 2012 and March 31, 2011, respectively		30			26
Additional paid-in-capital		730,427			490,431
Accumulated deficit		(556,674	)		(300,321	)
Total Elite's Stockholders' Equity		173,783			190,136
Noncontrolling Interest		129,639			231,791
Total Stockholders' Equity		303,422			421,927
Total Liabilities and Stockholders' Equity	$	550,106		$	726,113

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, 2012 AND 2011


	Years ended March 31,
	2012			2011

Revenues-
Trade, net of returns	$	905,214		$	968,414
Related parties		64,280			110,490
		969,494			1,078,904

Cost of Revenue		864,533			834,426
Gross profit		104,961			244,478

Operating expenses
Payroll expenses		184,768			159,262
General and administrative		66,183			118,731
Rent and utilities		95,196			94,615
Legal and professional fees		107,668			141,608
Total operating expenses		453,815			514,216

Other income/(expenses)
Interest income		8			133
Interest under capital leases		(822	)		(1,524	)
Note interest		(8,837	)		(8,242	)
Total other income/(expenses)		(9,651	)		(9,633	)

Loss before income taxes		(358,505	)		(279,371	)

Provision for income taxes		-			-

Net loss		(358,505	)		(279,371	)
Less: Net loss attributable to noncontrolling interest		(102,152	)		(58,255	)
Net loss attributable to Elite Energies, Inc.	$	(256,353	)	$	(221,116	)

Loss per Share - Basis and Diluted	$	(0.01	)	$	(0.01	)
Weighted average number of common shares outstanding
during the period - Basis and Diluted		30,024,015			26,340,955

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, 2012 AND 2011


													Total Elite's						Total
	Common Stock				Paid in		Subscription			Accumulated			Stockholders'			Noncontrolling			Stockholders'
	Shares		Amount		Capital		Receivable			Deficit			Equity			Interest			Equity

Balance, April 1, 2010		26,340,955	$	26	$	490,431	$	(120,001	)	$	(79,205	)	$	291,251		$	200,046		$	491,297

Issurance of common stock to noncontrolling interest		-		-		-		-			-			-			90,000			90,000

Cash received for subscription receivable		-		-		-		120,001			-			120,001			-			120,001

Net Loss		-		-		-		-			(221,116	)		(221,116	)		(58,255	)		(279,371	)

Balance, March 31, 2011		26,340,955		26		490,431		-			(300,321	)		190,136			231,791			421,927

Issuance of common stock		4,000,000		4		239,996		-			-			240,000			-			240,000

Net loss		-		-		-		-			(256,353	)		(256,353	)		(102,152	)		(358,505	)

Balance, March 31, 2012		30,340,955	$	30	$	730,427		-		$	(556,674	)	$	173,783		$	129,639		$	303,422

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

F-5

ELITE ENERGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2012 AND 2011


	2012			2011
Cash Flows from Operating Activities:
Net loss	$	(358,505	)	$	(279,371	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation		11,726			13,735
Provision for inventory obsolescence		70,437			-
Provision for doubtful accounts		-			20,390
Change in operating assets and liabilities:
(Increase)/Decrease in trade receivables		3,829			(17,123	)
Decrease in other receivable		-			500
(Increase)/Decrease in inventories		112,415			(233,180	)
Decrease in prepaid expenses and inventory in transit		6,685			90,428
(Increase) in deposit		(25,000	)		(15,000	)
Increase/(Decrease) in trade payables		(42,529	)		118,337
Increase/(Decrease) in accrued expenses		(18,773	)		17,225
Net Cash Used in Operating Activities		(239,715	)		(284,059	)

Net Cash Used in Investing Activities for purchase of property and equipment		(11,944	)		(15,908	)

Cash Flows from Financing Activities:
Proceeds from issuance of common stock		240,000			-
Proceeds from issuance of shares to noncontrolling interest		-			90,000
Proceeds from collection of subscription receivable		-			120,001
Proceeds from directors' loans		-			35,000
Proceeds from loans from unrelated party		-			10,000
Proceeds from stockholder loans to subsidiary		30,000			-
(Repayment) of stockholder loans to subsidiary		(20,000	)		(50,000	)
(Payments) on capital lease obligations		(6,199	)		(5,499	)
Net Cash Provided by Financing Activities		243,801			199,502

Net (Decrease) in Cash		(7,858	)		(100,465	)

Cash, Beginning of Year		42,651			143,116
Cash, Ending of Year	$	34,793		$	42,651

Supplemental cash flow information
Interest paid	$	12,305		$	9,524
Income taxes paid	$	-		$	-

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

F-6

ELITE ENERGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2012 AND 2011

NOTE 1. SUMMARY OF ORGANIZATION

Elite Energies, Inc. (“ELITE”, the “Company”) is a Delaware Corporation that 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 renewable energy technology and operates as a wholesale distributor of environmentally friendly building materials, products, such as hardwood floors, cabinets and sinks, 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 in and operates a subsidiary, Quality Green Building Supplies, Inc. (“QGBS”), a wholesale distribution company that is incorporated in California. ERET 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 distributors at selected regions throughout the United States. 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.

On June 7, 2011, the Company established a wholly-owned subsidiary, Elite Energies International Limited (“EEIL”), which was incorporated in Hong Kong S.A.R.. EEIL is established for the Company’s future Asia operations once the Company obtains more funding. Currently, EEIL has limited cash assets and no operations.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared 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-owned and majority subsidiaries (ERET, EEIL and QGBS) 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.

F-7

Revenue and Cost Recognition

The Company recognizes revenue 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 of goods. Revenues are primarily recognized upon shipment as the shipments of each product group are typically delivered to the customers within the same day. Any discrepancy between the shipment and the sales agreement is reconciled within the same day when the shipment is delivered. The amounts of sales tax deducted from the gross sales.

Sales agreements typically do not contain product warranties except for return and replacement of defective products within a period generally ranging from 7 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 deducted from the gross sales. During the years ended March 31, 2012 and 2011, the total amounts of return of defective products were insignificant.

Under some limited circumstances, the Company gives some customers sales discounts on their first-time purchase in order to expand the customer base. The amounts of sales discounts are determined at the time the sales occur and are stated in the sales agreements. These amounts are deducted from the gross sales and recorded on a net basis. During the years ended March 31, 2012 and 2011, the total amounts of sales discounts were insignificant.

Net Sales include services revenue generated through a variety of installation. The total amount of service revenue during the years ended March 31, 2012 and 2011 were insignificant.

Cost of revenue includes actual cost of merchandise sold and services performed and the cost of transportation of merchandise from vendors to the Company’s location. Costs of revenue are recognized when they occur and matched against revenue.

The cost of handling and shipping merchandise from the Company’s location to the customer is classified as operating expenses. The cost of handling and shipping merchandise to customers during the years ended March 31, 2012 and 2011 were insignificant.

Advertising expenses

The Company expenses advertising costs as incurred. During the years ended March 31, 2012 and 2011, the total amounts of advertising expenses were insignificant.

Cash

The Company considers cash on hand and amounts on deposit with financial institutions to be cash.

Allowance for Doubtful Accounts

The Company records its accounts receivable net of an allowance for doubtful accounts. 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.

The Company did not record any allowance for doubtful accounts as of March 31, 2012, since most of the receivables at year-end were collected in the subsequent period. The Company recorded an allowance of $20,390 for doubtful accounts as of March 31, 2011 due to economic conditions of certain customers’ businesses.

Inventory

Inventory consists of finished goods and is 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.

F-8

Management elected to sell slow moving inventory at below cost to attract prospective buyers. As a result, the Company recorded an allowance of $70,437 for obsolete inventory as of March 31, 2012. There was no provision recorded for the year ended March 31, 2011.

During the year ended March 31, 2012, the Company wrote off defective inventory totaling $36,747. The supplier agreed to reverse this amount due to them for these defective products.

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
Forklift Equipment	Five Years, 200% Double Declining
Delivery Vehicle	Five Years, 200% Double Declining
Leasehold Improvements	Three to 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 salvage value of property and equipment is estimated to be equal to 10% of the original cost, except 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, accounts receivable, prepaid expenses, and accounts payable approximate fair value as of March 31, 2012 and 2011, 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-9

Recent Accounting Pronouncements

Occasionally, new accounting standards are issued or proposed by the FASB, or other standard-setting bodies that we adopt by the effective date specified within the standard. Unless otherwise discussed, standards that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption.

NOTE 3. PROPERTY AND EQUIPMENT

At March 31, 2012 and 2011 property and equipment is as follows:

	2012			2011
Office Equipment	$	7,502		$	7,502
Furniture and Fixtures		14,590			13,070
Forklift Equipment		17,800			17,800
Delivery Vehicle		9,000			9,000
Leasehold Improvements		20,598			10,174
		69,490			57,546
Less: accumulated depreciation		(31,738	)		(20,012)
Property and equipment, net	$	37,752		$	37,534

Depreciation expense for the years ended March 31, 2012 and 2011 was $11,726 and $13,735, respectively.

NOTE 4. INCOME TAXES

There was no net current or deferred income tax provision for the years ended March 31, 2012 and 2011.

The Company’s deferred tax assets and liabilities as of March 31, 2012 and 2011 consist of the following:

	2012			2011
Deferred income tax assets:
Net operating loss carryforward	$	207,929		$	120,412
Other		452			492
Gross deferred income tax assets		208,381			120,904
Valuation allowance		(201,755	)		(116,039	)
Deferred income tax assets	$	6,626		$	4,865
Deferred income tax liabilities:
Depreciation	$	(6,626	)	$	(4,865	)
Deferred income tax liabilities	$	(6,626	)	$	(4,865	)
Net deferred income tax assets	$	—		$	—

As of March 31, 2012 and 2011, the Company had a net operating loss carryforward of $524,172 and $304,584, respectively, which is available to offset future taxable income through March 31, 2032. 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.

	2012			2011
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		-	%		-	%

F-10

Management believes 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 March 31, 2009 and beyond are subject to examination by the Internal Revenue Service. State income tax returns ending March 31, 2008 and beyond are subject to examination by related state tax authorities.

NOTE 5. LOANS

On September 1, 2009, Mr. Lin and Mr. Luo, two of the stockholders of QGBS, loaned QGBS $100,000 and $20,000, respectively, to support its operations and expansion. The terms of both loans totaling $120,000 are at an annual interest rate of 8% and due on demand. In September 2010, QGBS paid $50,000 of the $100,000 principal balance to Mr. Lin plus $8,000 interest. In April, September and December 2011, QGBS paid back $2,000, $2,000 and $1,000, respectively, to Mr. Lin totaling $5,000 of interest payments. In January 2012, QGBS paid $20,000 of the remaining $50,000 principal balance to Mr. Lin. In November 2011, QGBS paid $3,333 interest payment to Mr. Luo. In January 2012, Mr. Luo and Mr. Leung (another stockholder of QGBS), loaned $15,000 each to QGBS to support its operations. The terms of both loans totaling $30,000 are at an annual interest rate of 8% and due on demand.

On December 1, 2010, six directors loaned the Company the amount of $5,000 each, totaling $30,000. On December 27, 2010, another director loaned the Company the amount of $5,000. Each of the loans from the seven directors was at a simple annual interest rate of 7% and due one year from the date of the loan. The Company paid $350 interest to each of these seven directors in December 2011. Further, each of the above loans from the seven directors was renewed in December 2011 for one additional year from the original maturity date with the same terms.

On December 28, 2010, an unrelated individual loaned the Company the amount of $10,000 with a simple annual interest rate of 7%. The principal and interest will be due on December 27, 2011. The Company paid $700 interest to this individual in December 2011. Further, the individual agreed to extend the due date of the principal to December 27, 2012 with the same terms.

The Company recorded $8,837 and $8,242 of interest expenses on the above loans during the years ended March 31, 2012 and 2011, respectively, which include accrued interest as follows:

	2012		2011
Accrued interests
Stockholder loans in subsidiaries	$	2,233	$	4,867
Directors’ loans		788		792
Loan from unrelated parties		175		183
	$	3,196	$	5,842

NOTE 6. COMMITMENTS

Operating Leases

QGBS leases a warehouse for its green building materials operations under non-cancellable operating leases, which expire in October 31, 2012. Certain of the leases require payments for additional expenses such as maintenance and utilities. The total future minimum lease payments for operating leases with the current non-cancelable terms are $52,353 as of March 31, 2012.

F-11

Rent expense was $88,364 and $89,432 during the years ended March 31, 2012 and 2011, respectively.

Capital Leases

QGBS leases a forklift under a capital lease. The following is the equipment recorded under capital lease at March 31, 2012 and 2011.

	2012			2011
Forklift	$	17,800		$	17,800
Less accumulated depreciation		(12,887	)		(9,612)
	$	4,913		$	8,188

As of March 31, 2012, the total future minimum lease payments under capital lease are $3,511, including $120 of interest payments. The capital lease will mature in September 2012.

NOTE 7. 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 reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of 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, 2012 and 2011, there were no diluted shares outstanding.

		2012			2011
Numerator:
Net loss	$	(358,505	)	$	(279,371)
Less: Net loss allocated to noncontrolling interest		(102,152	)		(58,255)
Net loss attributable to the Company common stockholders—basic	$	(256,353	)	$	(221,116)
Denominator:
Weighted average common shares		30,024,015			26,340,955
Net loss attributable to the Company common stockholders per share—basic	$	(0.01	)	$	(0.01)

NOTE 8. STOCKHOLDERS’ EQUITY

Common Stock

On March 28, 2008, the Company authorized 1,000,000,000 shares of common stock at par value of $0.000001. On March 24, 2010, the Company decreased its authorized common stock from the initially 1,000,000,000 shares to 50,000,000 shares. The holders of common stock are entitled to one vote per share. The Company has issued common stock to investors for cash.

During the year ended March 31, 2010, the Company issued 2,916,666 shares at $0.012 per share and 4,007,622 shares at $0.06 per share, for total cash proceeds of $155,456 and a $120,001 subscription receivable.

The Company collected the above stock subscription receivables of $110,001 in April 2010 and $10,000 in May 2010.

On May 4, 2011, the Company issued 4,000,000 shares of the Company’s common stock to HuiHuan Consulting, Inc., a California corporation, for $240,000. HuiHuan Consulting, Inc. is wholly-owned by a director of the Company.

F-12

NOTE 9. CONCENTRATIONS

The Company has three customers accounting for approximately 43% of the sales for the year ended March 31, 2012. The Company also has three customers, which account for approximately 61% of the accounts receivable at March 31, 2012. Further, the Company also has five customers, which account for approximately 72% of the accounts receivable at March 31, 2011.

The Company purchased approximately 84% of goods from one vendor for the year ended March 31, 2012, and purchased approximately 92% of goods from two vendors for the years ended March 31, 2011. If the suppliers were to have operational problems or cease supplying the Company, operations would be adversely affected.

In addition, the Company’s products are currently manufactured by its suppliers in the People’s Republic of China (“PRC”). The Company’s business is subject to the risks generally associated with doing business abroad and the industry. Those risks may include, but are not limited to governmental regulations/inspections, weather conditions, disruptions or delays in shipments and changes in economic conditions. The Company’s business is also subject to the risks generally associated with changes and economic conditions in which the Company’s business is concentrated. Currently, there are no PRC regulations in the lighting industry. We will have no control over future regulations made by governmental agencies.

NOTE 10. RELATED PARTY TRANSACTIONS

The Company had purchases of $893 from and sales of $32, 577 to an entity that is wholly-owned by a shareholder of the Company during the year ended March 31, 2012 and had a receivable of $1,360 and payable of $23,823 as of March 31, 2012. The Company paid $720 to this same entity for leasehold improvements during the year ended March 31, 2012. The Company had a payable of $23,736 and sales of $12,503 to this entity as of and during the year ended March 31, 2011.

The Company also had sales of $13,105 to an entity which is 95% owned by a director of the Company during the year ended March 31, 2012 and had a receivable of $3,628 as of March 31, 2012. The Company also had a receivable of $11,556 and sales of $51,658 to this entity as of and during the year ended March 31, 2011.

The Company had purchases of $55,657 from and sales of $5,446 to an entity that is wholly-owned by the wife of a director of the Company during the year ended March 31, 2012 and had a payable of $6,989 as of March 31, 2012. The Company had purchases of $19,852 from and sales of $38,847 to the same entity during the year ended March 31, 2011.

The Company had a payable of $500 to a firm wholly-owned by an officer of the Company for accounting services rendered and recorded $27,425 of professional service expenses during the year ended March 31, 2012.The Company had a payable of $2,115 and accrued expenses of $10,260 to the firm for accounting services rendered and recorded $25,470 of professional service expenses during the year ended March 31, 2011. The Company also had payables of $418 to another entity majority-owned by the same officer for professional services rendered and recorded $2,232 of professional service expenses related to compliance fillings during the year ended March 31, 2012. The Company also had a payable of $272 and accrued expenses of $120 to the same entity for professional services rendered and recorded $2,315 of professional service expenses related to compliance fillings during the year ended March 31, 2011.

The Company had sales of $13,152 to an entity wholly-owned by a director during the year ended March 31, 2012 and had a receivable of $1,454 as of March 31, 2012. The Company paid this entity $5,680 for leasehold improvements during the year ended March 31, 2012. The Company had a receivable of $4,126 and sales of $7,482 to this entity as of and during the year ended March 31, 2011. The Company paid $300 to this entity for marketing expenses during the year ended March 31, 2011.

The Company had purchases of $549 from an entity majority-owned by a director of the Company during the year ended March 31, 2012.

F-13

As discussed in Note 5, prior to March 31, 2010, QGBS entered into promissory notes agreements with two of its stockholders (Stockholder A and Stockholder B) totaling $120,000. Principal and/or interest payments were paid to these two stockholders totaling $28,333 and $58,000 during the years ended March 31, 2012 and 2011, respectively. In addition, QGBS entered into promissory notes agreements with Stockholder B and another of its stockholder (Stockholder C) totaling $30,000 in January 2012.

As discussed in Note 5, in December 2010, the Company entered into promissory note agreements with seven of its directors in the amount of $5,000 each, totaling $35,000. The Company paid $350 interest to each of these seven directors in December 2011. In December 2011, each of these loans from the seven directors was renewed to extend its maturity for one additional year from the original maturity date with the same terms.

NOTE 11. SIGNIFICANT AGREEMENTS

On October 12, 2010, QGBS signed a distributorship agreement with Apollo Solar Lighting & Pole LLC, an unrelated Oregon company (“Apollo”). Under the 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.

NOTE 12. GOING CONCERN

Management believes that actions presently being taken to raise additional capital and implement its business plan will provide the opportunity for the Company to continue as a going concern.

NOTE 13. SUBSEQUENT EVENTS

On June 13, 2012, the Board unanimously approved the issuance of shares to its Directors in order to raise funds for the Company’s operations.

F-14

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management's Annual Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2012. The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of March 31, 2012, the Company’s internal control over financial reporting were fully effective for the purposes for which it is intended.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission adopted as of September 21, 2010 that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report, fourth quarter of the fiscal year ended March 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Company in its early stage has limited funding to employ full-time senior management team. Thereby the Company has adopted the strategy of electing founders as board members to work together to execute the goals and objectives of the Company. As the Company matures, the Board would review and make the necessary changes.

The following table sets forth the name and age of officers and director as of the date hereof. Our executive officers are elected annually by our board of directors. Our executive officers hold their offices until they resign, are removed by the Board, or his successor is elected and qualified.

Directors and Executive Officers

Name	Age	Position
Ai Huan Liu	54	Chairwoman of the Board of Directors

George Ma	60	Vice Chairman of the Board of Directors

Spencer Luo	47	President, Chief Executive Officer and Director

Stephen Wan	53	Chief Financial Officer, Treasurer and Director

Miles Xu	43	Secretary and Director

Chung Tung Lim	49	Vice President, Chief Operating Officer and Director

Lampo Joanna Cheung	45	Vice President of Marketing and Director

Tony Lee	43	Vice President of Products Development and Director

Justin Luo	52	Vice President of Technical Service and Director

Tony Jiang	58	Director

Set forth below is a brief description of the background and business experience of our executive officers and directors during the past five (5) years.

Ai Huan Liu, Age 54, Chairwoman of the Board of Directors

Mrs. Liu, has over thirty years in management and marketing industry in China. She was appointed as the Chairwoman of the Board of Directors of the Company In April 2011. Before joining the Company, Mrs. Liu was the Vice President of the Chinese Business Association of Hunan Province since 2009. From 2005 to 2009, she was the founder and owner of Huihuan Consulting, Inc., a U.S. company founded by Mrs. Liu after she immigrated to United States from China with her family. From 2004 to 2005, she was the Vice President of the Women’s Chamber of Commerce of Hunan Province. From 1990 to 2004, she was the Vice President of the Federation of Industry and Commerce of Hunan Province. Before that, Mrs. Liu worked as the President of Chenzhou XuHui QiTi Co., Ltd since 1988, the first acetylene manufacturing plant and the largest gas manufacturing plant in Hunan Province, China producing various gas products to customers throughout the major cities throughout the southern part of China, such as Guangzhou, Zhuhai, Shaoguan, and Shenzhen. Mrs. Liu graduated from Hunan Arts and Crafts Vocational College in 1979 with a Bachelor degree. Mrs. Liu is committed to devote 20% of her time in the Company’s business. We believe with Mrs. Liu’s extensive experience in the energy industry and her strong business relationships with provincial authorities in China, will contribute exceptional value to the shareholders of Elite Energies.

George Ma, Age 60, Vice Chairman of the Board of Directors

Mr. Ma is one of our founders and has been the Chairman of our Board of Directors from 2008 to April 2011. He is a seasoned executive with many years of experience in creative marketing. His career path started from film and television productions to working at a mass media advertising agency in Hong Kong. After immigrating to the United States in 1984, and settling in California, he founded Infinitel Communications, Inc. which has later grown to be one of the largest Asian owned cellular and communications products retail chain stores in Northern California. In 2000, Mr. Ma and other investors formed Global Talker Inc. to tap into the global communication applications in the wireless market. Mr. Ma graduated from Hong Kong Technical College in 1972. Mr. Ma is committed to devote 35% of his time in running our business. We believe that Mr. Ma’s experience in management and US public companies, as well as his educational background qualify him as the Vice Chairman of the Board of Directors.

Spencer Luo, Age 47, President, CEO and Director

Mr. Luo has been our President, CEO and a member of our Board of Directors since 2008. He is a well-known real estate investment professional in residential and commercial properties. From 1996 to 1999, Mr. Luo was the Vice President of Operation at Honway International Company with a California pistachio processing capacity of over 150 containers each year. His major duties included signing processing contracts for “closed shell” pistachios for U.S. processors, monitoring processing facilities in China, and making corporate strategies for trading pistachios with Asian clients and U.S. processors. He joined Re/Max San Francisco from 2004 to 2007 as the Vice President of Sales and has received the Chairman Award with the franchise. He is an active investor in projects such as telecommunications, and renewable energies for the last few years. Mr. Luo received a Bachelor’s degree in Business Administration from San Francisco State University in California in 1994. Mr. Luo is committed to devote 65% of his time in running our business. We believe that Mr. Luo’s previous working experience as a Vice President and his knowledge in the renewable energies industry qualify him as the President, Chief Executive Officer and Director of our company.

Stephen Wan, Age 53, Chief Financial Officer, Treasurer and Director

Mr. Wan has been our Treasurer and a member of the Board of Directors since 2008. He is a Certified Public Accountant with the State of California. Mr. Wan has more than 20 years of accounting experience in diverse entities including a NYSE listed company, a foreign conglomerate, a regional public accounting firm and local tax consulting practice. Since 2005, he has been managing a public accounting firm in the San Francisco Bay Area. He also served as the CFO of Atman Hospitality Group, Inc., a company renowned for the development of pioneering green hotels from 2005 to 2011. Mr. Wan received a Bachelor of Science degree from the University of Illinois in 1982. Mr. Wan is committed to devote 20% of his time in running our business. We believe that Mr. Wan’s accounting experience and his educational background qualify him to be the Chief Financial Officer, Treasurer and Director of our company.

Miles Xu, Age 43, Secretary and Director

Mr. Xu is one of our founders and has been our Secretary and Director since 2008. He has many years of sales and marketing experience in high technology area. After graduating from San Jose State University, Mr. Xu worked for several high tech companies in the Silicon Valley, California as Purchasing Manager and Vice President of Sales. While working at Suncrest, Inc, a company that sells computer peripherals such as CPUs, memories, hard drives, motherboards and other computer related products, Mr. Xu has successfully doubled the company’s monthly sales volume within six months during his tenure. In March 2004, Mr. Xu started and is currently operating his own company SP Peripherals Inc. Mr. Xu is committed to devote 30% of his time in running our business. We believe that Mr. Xu’s experience in sales and marketing qualifies him as the Secretary and Director of our company.

Chung Tung Lim, Age 49, Vice President, COO and Director

Mr. Lim has been serving as our Vice President, COO and a member of the Board of Directors since 2008. In 1989, he immigrated to the United States and worked in various management positions before becoming a consultant for E-Four Flooring Co. in 2003. In 2004, he joined East Star Building Supply Co. as a consultant and in 2006, established Quality Home Building Supplies Company, a corporation distributing building materials in Portland, Oregon. As a consultant, his job responsibility include sourcing for building supplies, quality control, negotiating finance terms, and building loyalty with suppliers. Mr. Lim manages our daily operations. Mr. Lim graduated from TaiShan Academy School, China, in 1981. Mr. Lim is committed to devote 65% of his time in running our business. We believe that Mr. Lim’s management experience and his educational background qualify him as the Vice President, Chief Operating Officer and Director of our company.

Lampo Joanna Cheung, Age 45, Vice President of Marketing and Director

Ms. Cheung is our Vice President of Marketing and Director. She joined us in March 2010 to develop a new cabinetry product line to further invigorate our growth. Since 2005, Ms. Cheung is a renowned entrepreneur and has set up and operated various businesses, including a wholesaler and retailer for cabinets and vanities. Ms. Cheung graduated with a BS degree in Business Administration from the San Francisco State University in 1997. Ms. Cheung is committed to devote 40% of her time in running our business. We believe that Ms. Cheung’s experience and skills in marketing and management and her educational background qualify her as the Vice President of Marketing and Director of our company.

Tony Lee, Age 43, Vice President of Products Development and Director

Mr. Lee has been our Vice President of Products Development and a member of the Board of Directors since 2008. He is the founder of K&K Machinery Inc., a fiber optic component and fiber conductor manufacturer, in the Silicon Valley of California. Since 1994, Mr. Lee has over 10 years of operation and marketing experience on fiber optic, semiconductor & telecommunication components. His clientele are major brand-name companies in the valley, including Cisco, HP, JDSU, AMAT and many others. Mr. Lee invested into TLMS International, Inc. for opportunities in the communications and renewable energy businesses. Mr. Lee graduated from South China Institute of Technology, China, in 1987. Mr. Lee is committed to devote 30% of his time in running our business. We believe that Mr. Lee’s experience in production and management, as well as his educational background qualify him as the Vice President of Products Development and Director of our company.

Justin Luo, Age 52, Vice President of Technical Service and Director

Mr. Luo has been our Vice President of Technical Service and a member of the Board of Directors since 2008. He immigrated to the United States in 1989 and worked in the electrical field for various residential builders. In 1999, Mr. Luo earned his general and electrical contractor licenses from the State of California. Since then, he started his own residential development business, Luo’s Construction, to build residential houses. Mr. Luo has further advanced his professional knowledge and polished his skills by attending classes related to renewable energies organized by PG&E of California. Mr. Luo graduated from Guangzhou Electrical Technical College in Guangdong Province, China. Mr. Luo is committed to devote 30% of his time in running our business. We believe that Mr. Luo’s construction experience and knowledge in renewable energies industry, as well as his educational background qualify him as the Vice President of Technical Service and Director of our company.

Tony Jiang, Age 58, Director

Mr. Jiang has been a member of our Board of Directors since late 2008. He was running a successful electronic component manufacturing and distribution business in Hong Kong before he sold it and immigrated to the United States in 1992. In 2002, Mr. Jiang founded GPNP, a personal computer and telecom product import and export company in Silicon Valley, California. GPNP is also the sole representative in the U.S. of a domestic energy saving device manufactured by the Corona Technology, Inc. in Taiwan. In 2007, Mr. Jiang founded Advance Solar Corporation in Shanghai, China for the purpose of helping R&D firms in the United States further develop their products. Mr. Jiang graduated from King’s College, Hong Kong, in 1970. Mr. Jiang is committed to devote 20% of his time in running our business. We believe that Mr. Jiang’s experience and knowledge in the energy industry and his educational background qualify him as the Director of our company.

Family Relationships

Other than Justin Luo and Spencer Luo being brothers, no other family relationship exists between any director, executive officer, or any person contemplated to become such.

Director Independence

We currently do not have any independent directors serving on our board of directors.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers have been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Code of Business Conduct and Ethics

We currently do not have a Code of Business Conduct and Ethics. We intend to adopt a code of ethics that applies to our chief executive officer and chief financial officer during the fiscal year ending March 31, 2012.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table – Fiscal Years Ended March 31, 2012 and 2011

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named person for services rendered in all capacities during the noted periods.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year Ended March 31	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation Earnings ($)		Non- Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Ai Huan Liu
Chairwoman	2012		0		0		0		0		0		0		0		0
of the Board	2011		0		0		0		0		0		0		0		0
of Directors


George Ma
Vice Chairman of	2012		0		0		0		0		0		0		0		0
the Board of	2011		0		0		0		0		0		0		0		0
Directors

Spencer Luo
President,	2012		0		0		0		0		0		0		0		0
CEO and	2011		0		0		0		0		0		0		0		0
Director

Stephen Wan
CFO,	2012		0		0		0		0		0		0		0		0
Treasurer	2011		0		0		0		0		0		0		0		0
and Director

Miles Xu
Secretary	2012		0		0		0		0		0		0		0		0
and Director	2011		0		0		0		0		0		0		0		0

Chung Tung
Lim
Vice
President,	2012		0		0		0		0		0		0		0		0
COO and	2011		0		0		0		0		0		0		0		0
Director

Lampo Joanna
Cheung
Vice
President of	2012		0		0		0		0		0		0		0		0
Marketing	2011		0		0		0		0		0		0		0		0
and Director

Tony Lee
Vice
President of
Products	2012		0		0		0		0		0		0		0		0
Development	2011		0		0		0		0		0		0		0		0
and Director

Justin Luo
Vice
President of
Technical	2012		0		0		0		0		0		0		0		0
Service and	2011		0		0		0		0		0		0		0		0
Director

Tony Jiang	2012		0		0		0		0		0		0		0		0
Director	2011		0		0		0		0		0		0		0		0

Director Compensation

Our directors will not receive a fee for attending each board of directors meeting or meeting of a committee of the board of directors. All directors will be reimbursed for their reasonable out-of-pocket expenses incurred in connection with attending board of director and committee meetings.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELTED STOCKHOLDER MATTERS

The following table sets forth certain information as of the date hereof with respect to the beneficial ownership of our common stock, the sole outstanding class of our voting securities, by (i) any person or group owning more than 5% of each class of voting securities, (ii) each director, (iii) each executive officer named in the Summary Compensation Table in the section entitled “Executive Compensation” above and (iv) all executive officers and directors as a group.

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class (1)

Common Stock	Ai Huan Liu (2)		6,318,362		20.82	%
Common Stock	Chung Tung Lim (3)		3,000,000		9.89	%
Common Stock	George Ma (4)		2,025,000		6.67	%
Common Stock	Tony Jiang (5)		900,000		2.97	%
Common Stock	Justin Luo (6)		900,000		2.97	%
Common Stock	Tony Lee (7)		1,275,000		4.20	%
Common Stock	Miles Xu (8)		1,066,667		3.51	%
Common Stock	Spencer Luo (9)		3,159,999		10.41	%
Common Stock	Stephen Wan (10)		900,000		2.97	%
Common Stock	Lampo Joanna Cheung (11)		900,000		2.97	%
Common Stock	All Executive Officers and Directors as a group (10 persons)		20,445,028		67.38	%

(1)	Based on 30,340,955 shares of common stock issued and outstanding as of June 12, 2012.
(2)	Including (1) 4,000,000 shares through HuiHuan Consulting, Inc. in which Mrs. Liu is the owner and (2) 2,318,362 shares owned by Mrs. Liu. Ai Huan Liu is also our Chairwoman of the Board of Directors.
(3)	Chung Tung Lim is our Vice President, Chief Operating Officer and Director.
(4)	Including (1) 1,275,000 shares through Genik Investment LLC in which Mr. Ma is the managing director and (2) 750,000 shares owned by his wife, Josephine Ma. George Ma is also our Vice Chairman of the Board of Directors.
(5)	All the 900,000 shares were owned through GPNP, Inc. in which Mr. Jiang is the managing director. Tony Jiang is also a member of our Board of Directors.
(6)	Justin Luo is our Vice President of Technical Service and Director.
(7)	Including (1) 900,000 shares owned through TLMS International, Inc. in which Mr. Lee is the managing director and (2) 375,000 shares owned by his wife, Emily Lee. Tony Lee is also our Vice President of Products Development and Director.
(8)	Miles Xu is our Secretary and Director.
(9)	Spencer Luo is our President, Chief Executive Officer and Director.
(10)	Stephen Wan is our Chief Financial Officer, Treasurer and Director.
(11)	Lampo Joanna Cheung is our Vice President of Marketing and Director.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The Company had purchases of $893 from and sales of $32, 577 to Whole New Concept, an entity that is wholly-owned by Steven Leung, a shareholder of the Company during the year ended March 31, 2012 and had a receivable of $1,360 and payable of $23,823 as of March 31, 2012. The Company paid $720 to this same entity for leasehold improvement during the year ended March 31, 2012. The Company had a payable of $23,736 and sales of $12,503 to this entity as of and during the year ended March 31, 2011.

The Company also had sales of $13,105 to CBS Building Supply Inc., a company which is 95% owned by Lampo Joanna Cheung, a director of the Company during the year ended March 31, 2012 and had a receivable of $3,628 as of March 31, 2012. The Company also had a receivable of $11,556 and sales of $51,658 to this entity as of and during the year ended March 31, 2011.

The Company had purchases of $55,657 from and sales of $5,446 to Quality Home Building Supplies, an entity that is wholly-owned by the wife of Chung Tung Lim, a director of the Company during the year ended March 31, 2012 and had a payable of $6,989 as of March 31, 2012. The Company had purchases of $19,852 from and sales of $38,847 to the same entity during the year ended March 31, 2011.

The Company had a payable of $500 to Stephen Wan Accountancy Corporation, a firm wholly-owned by Stephen Wan, an officer of the Company for accounting services rendered and recorded $27,425 of professional service expenses during the year ended March 31, 2012.The Company had a payable of $2,115 and accrued expenses of $10,260 to the firm for accounting services rendered and recorded $25,470 of professional service expenses during the year ended March 31, 2011. The Company also had payables of $418 to Global Business Connections, another entity majority-owned by Stephen Wan for professional services rendered and recorded $2,232 of professional service expenses related to compliance fillings during the year ended March 31, 2012. The Company also had a payable of $272 and accrued expenses of $120 to this same entity for professional services rendered and recorded $2,315 of professional service expenses related to compliance fillings during the year ended March 31, 2011.

The Company had sales of $13,152 to Luo’s Construction, an entity wholly-owned by Justin Luo, a director of the Company during the year ended March 31, 2012 and had a receivable of $1,454 as of March 31, 2012. The Company paid this entity $5,680 for leasehold improvements during the year ended March 31, 2012. The Company had a receivable of $4,126 and sales of $7,482 to this entity as of and during the year ended March 31, 2011. The Company paid $300 to this entity for marketing expenses during the year ended March 31, 2011.

The Company had purchases of $549 from GPNP, Inc., an entity majority-owned by Tony Jiang, a director of the Company during the year ended March 31, 2012.

On March 31, 2010, QGBS had notes payable to Chung Tung Lim of $ 100,000 and to Spencer Luo of $20,000, two of the stockholders of QGBS, in the total amount of $120,000. These loans were outstanding from September 1, 2009 with 8% annual interest rate and due on demand. Principal and/or interest payments were paid to Chung Tung Lim and Spencer Luo totaling $28,333 and $58,000 during the years ended March 31, 2012 and 2011, respectively. In addition, in January 2012, QGBS entered into promissory notes agreements with Spencer Luo and Steven Leung (another stockholder of QGBS) totaling $30,000 with 8% annual interest rate and due on demand.

In December 2010, the Company entered into promissory note agreements with George Ma, Spencer Luo, Stephen Wan, Justin Luo, Miles Xu, Tony Jiang, and Tony Lee , seven of its directors in the amount of $5,000 each, totaling $35,000. The Company paid $350 interest to each of these seven directors in December 2011. In December 2011, each of these loans from the seven directors was renewed to extend its maturity for one additional year from the original maturity date with the same terms.

Other than the above, none of the following persons has any direct or indirect material interest in any transaction to which we are a party since our incorporation or in any proposed transaction to which we are proposed to be a party:

	(A)	Any of our directors or officers;
	(B)	Any proposed nominee for election as our director;
	(C)	Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our common stock; or
	(D)	Any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary of our company.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

During the Company’s fiscal years ended March 31, 2012 and 2011, we were billed approximately $51,056 and $60,507 for professional services rendered for the audit and review of our financial statements.

Audit Related Fees

There were no fees for audit related services for the years ended March 31, 2012 and 2011.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

- approved by our audit committee; or

- entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors.

The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees were pre-approved. However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.

Tax Fees

The Company did not retain any professional services related to tax compliance, tax advice, and tax planning by our principal accountant for the fiscal years ended March 31, 2012 and 2011.

All Other Fees

The Company did not incur any other fees related to other services rendered by our principal accountant for the fiscal years ended March 31, 2012 and 2011.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

EXHIBIT NUMBER		DESCRIPTION
3.1		Certificate of Incorporation of Elite Energies, Inc. (1)
3.2		Amendment to Certificate of Incorporation, dated December 31, 2008 (1)
3.3		Amendment to Certificate of Incorporation, dated March 25, 2010 (1)
3.4		By-Laws of Elite Energies, Inc. (1)
10.1		Lease Agreement between Mo Yue Wong and Elite Energies, Inc. and Elite Renewable Energy Technologies, Inc. (2)
10.2		Lease Agreement between Quality Green Building Supplies, inc. and Elite Renewable Energies Technologies, Inc. (2)
10.3		Stock Purchase Agreement between Elite Renewable Energies Technology, Inc. and Quality Green Building Supplies, Inc. (2)
10.4		Promissory Note between the Company and Spencer Luo, dated September 1, 2009 (2)
10.5		Distributorship Agreement with Apollo Solar Lighting & Pole LLC (3)
10.6		Exclusive Agent Contract with Shiyan Hongda Science and Technology Co., Ltd. (3)
10.7		Promissory Note between the Company and George Ma, dated December 1, 2010 (3)
10.8		Promissory Note between the Company and Spencer Luo, dated December 1, 2010 (3)
10.9		Promissory Note between the Company and Stephen Wan, dated December 1, 2010 (3)
10.10		Promissory Note between the Company and Justin Luo, dated December 1, 2010 (3)
10.11		Promissory Note between the Company and Miles Xu, dated December 1, 2010 (3)
10.12		Promissory Note between the Company and Tony Jiang, dated December 1, 2010 (3)
10.13		Promissory Note between the Company and Tony Lee, dated December 27, 2010 (4)
10.14		Promissory Note between the Company and Bing Kuen Ha, dated December 28, 2010 (4)
10.15		Director Agreement between Ai Huan Liu and the Company, dated April 10, 2011 (5)
10.16		Stock Purchase Agreement between HuiHuan Consulting, Inc. and the Company, dated April 29, 2011 (6)
21.1		List of Subsidiaries (1)
31.1		Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2		Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
101		Interactive Data File (Form 10K for the fiscal year ended March 31, 2012 furnished in XBRL).

* Filed herein.

(1)	Incorporated herein by reference to the exhibits included with our Registration Statement on Form S-1, filed with the Commission on July 16, 2010.

(2)	Incorporated herein by reference to the exhibits included with Amendment No. 1 to our Registration Statement on Form S-1, filed with the Commission on November 12, 2010.

(3)	Incorporated herein by reference to the exhibits included with Amendment No. 2 to our Registration Statement on Form S-1, filed with the Commission on December 23, 2010.

(4)	Incorporated herein by reference to the exhibits included with Amendment No. 3 to our Registration Statement on Form S-1, filed with the Commission on January 25, 2011.

(5)	Incorporated herein by reference to the exhibits included with our Current Report on Form 8-K, filed with the Commission on April 14, 2011.

(6)	Incorporated herein by reference to the exhibits included with our Current Report on Form 8-K, filed with the Commission on May 5, 2011.

In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ELITE ENERGIES, INC.

	By: /s/ Spencer Luo
	Spencer Luo
	President, Chief Executive Officer and Director (Duly Authorized Officer and Principal Executive Officer)

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

Date: June 29, 2012	By: /s/ Spencer Luo
	Spencer Luo President, Chief Executive Officer and Director

Date: June 29, 2012	By: /s/ Ai Huan Liu
	Ai Huan Liu Chairwoman of the Board of Directors

Date: June 29, 2012	By: /s/ George Ma
	George Ma Vice Chairman of the Board of Directors

Date: June 29, 2012	By: /s/ Stephen Wan
	Stephen Wan Chief Financial Officer, Treasurer and Director

Date: June 29, 2012	By: /s/ Chung Tung Lim
	Chung Tung Lim Vice President, Chief Operating Officer and Director
Date: June 29, 2012	By: /s/ Miles Xu
	Miles Xu Secretary and Director

Date: June 29, 2012	By: /s/ Lampo Joanna Cheung
	Lampo Joanna Cheung Vice President of Marketing and Director

Date: June 29, 2012	By: /s/ Tony Lee
	Tony Lee Vice President of Products Development and Director

Date: June 29, 2012	By: /s/ Justin Luo
	Justin Luo Vice President of Technical Service and Director

Date: June 29, 2012	By: /s/ Tony Jiang
	Tony Jiang Director

Attached files

Elite Energies, Inc. Reports

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