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EX-31.1 - CETIFICATION - Elite Energies, Inc.f10q1212ex31i_eliteenergies.htm
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EX-32.2 - CETIFICATION - Elite Energies, Inc.f10q1212ex32ii_eliteenergies.htm
EX-31.2 - CETIFICATION - Elite Energies, Inc.f10q1212ex31ii_eliteenergies.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
_______________
 
FORM 10-Q
_______________
 
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended: December 31, 2012
 
or

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 No.)
 
(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)
 
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
 
Large Accelerated Filer
o
Accelerated Filer
o
Non-Accelerated Filer
o
Smaller Reporting Company
x
(Do not check if a smaller reporting company)
   
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
 
Indicate the number of shares outstanding of each of the registrant’s classes of common stock: As of February 14, 2013, there were 36,540,955 shares of common stock issued and outstanding.
 
 
 

 
 
Elite Energies, Inc.
 
FORM 10-Q
 
December 31, 2012
 
INDEX
 
PART I-- FINANCIAL INFORMATION
 
Item 1.
Financial Statements
3
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
15
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
20
Item 4.
Controls and Procedures
20
 
PART II-- OTHER INFORMATION
 
 Item 1.
Legal Proceedings
20
 Item 1A.
Risk Factors
21
 Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
21
 Item 3.
Defaults Upon Senior Securities
21
 Item 4.
Mine Safety Disclosures
21
 Item 5.
Other Information
21
 Item 6.
Exhibits
21
 
 
 

 
 
PART I-- FINANCIAL INFORMATION
 
Item 1. Financial Information
 
ELITE ENERGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 
   
December 31, 2012
   
March 31,
2012
 
ASSETS
           
Current Assets
 
 
       
Cash
  $ 13,986     $ 31,615  
Prepaid expenses
    273       523  
Total Currents Assets
    14,259       32,138  
Property and Equipment, net
    -       1,558  
Assets of Discontinued Operations
    37,096       516,410  
Total Assets
  $ 51,355     $ 550,106  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY            
                 
Current Liabilities
               
Trade payables -
               
Others
  $ 28,688     $ 7,502  
Related parties
    14,760       240  
Accrued expenses -
               
Interest
    175       963  
Others
    1,800       350  
Directors' loans
    35,000       35,000  
Loan from unrelated party
    10,000       10,000  
Total Current Liabilities
    90,423       54,055  
Liabilities of Discontinued Operations
    46,381       192,629  
Total Liabilities
    136,804       246,684  
                 
Commitments
               
                 
Stockholders' Equity
               
Common stock, authorized 50,000,000 shares,
par value $0.000001, 32,340,955 shares and 30,340,955 shares
issued and outstanding on December 31, 2012 and March 31, 2012, respectively
    32       30  
Additional paid-in-capital
    790,425       730,427  
Accumulated deficit
    (841,263 )     (556,674 )
Total Elite's Stockholders' Equity/(Deficit)
    (50,806 )     173,783  
Noncontrolling Interest
    (34,643 )     129,639  
Total Stockholders' Equity/(Deficit)
    (85,449 )     303,422  
Total Liabilities and Stockholders' Equity/(Deficit)
  $ 51,355     $ 550,106  
 
See accompanying notes.
 
 
 

 
 
ELITE ENERGIES, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
(UNAUDITED)
 
               
 
       
   
Three Months Ended
December 31,
   
Nine Months Ended
December 31,
 
   
2012
   
2011
   
2012
   
2011
 
   
 
   
 
   
 
   
 
 
Revenues-
                       
    Trade, net of returns
  $ -     $ -     $ -     $ -  
                                 
Operating expenses
                               
Payroll expenses
    1,949       9,203       10,153       24,515  
General and administrative
    5,952       2,184       9,545       6,802  
Rent and utilities
    300       300       900       900  
Legal and professional fees
    23,404       18,257       91,075       84,044  
  Total operating expenses
    31,605       29,944       111,673       116,261  
                                 
Other (expenses)
                               
Loss on disposal of assets
    -       -       (1,275 )     -  
Note interest
    (758 )     (775 )     (2,333 )     (2,350 )
  Total other (expenses)
    (758 )     (775 )     (3,608 )     (2,350 )
                                 
Loss before income taxes
    (32,363 )     (30,719 )     (115,281 )     (118,611 )
                                 
Provision for income taxes
    -       -       -       -  
                                 
Net loss  from continuing operations
    (32,363 )     (30,719 )     (115,281 )     (118,611 )
                                 
Discontinued operations, net of taxes
                               
       Loss from discontinued operations, net of taxes
    (70,392 )     (26,547 )     (307,740 )     (82,443 )
       Loss on disposal of discontinued assets, net of taxes
    -       -       (25,850 )     -  
Loss from discontinued operations
    (70,392 )     (26,547 )     (333,590 )     (82,443 )
                                 
Net loss
    (102,755 )     (57,266 )     (448,871 )     (201,054 )
Less: Net loss attributable to noncontrolling interest
    (34,829 )     (12,356 )     (164,281 )     (38,455 )
Net loss attributable to Elite Energies, Inc.
  $ (67,926 )   $ (44,910 )   $ (284,590 )   $ (162,599 )
                                 
Loss per Share - Basic and Diluted
  $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.01 )
Weighted average number of common shares outstanding
                               
during the period - Basic and Diluted
    32,245,303       30,340,955       31,292,228       29,919,137  
 
See accompanying notes.
 
 
 

 
 
ELITE ENERGIES, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
 
(UNAUDITED)
 
             
   
Nine Months Ended December 31,
 
   
2012
   
2011
 
Cash Flows from Operating Activities:
           
Net loss
  $ (448,871 )   $ (201,054 )
Less: loss from discontinued operations, net of taxes
    (333,590 )     (82,443 )
Net loss from continuing operations
    (115,281 )     (118,611 )
Adjustment to reconcile net loss to net cash used in operating activities:
               
Depreciation
    283       425  
Loss on disposal of assets
    1,275       -  
Change in operating assets and liabilities:
               
(Increase)/Decrease in prepaid expenses
    250       (545 )
Increase/(Decrease) in trade payables
    35,706       (8,311 )
Increase/(Decrease) in accrued expenses
    662       (12,676 )
Net Cash (Used in) Operating Activities from Continuing Operations
    (77,105 )     (139,718 )
Net Cash Provided by/(Used in) Operating Activities from Discontinued Operations
    63,995       (50,169 )
Net Cash (Used in) Operating Activities
    (13,110 )     (189,887 )
                 
Net Cash (Used in) Investing Activities from Continuing Operations
    -       -  
Net Cash Provided by/(Used in) Investing Activities from Discontinued Operations
    5,000       (11,944 )
Net Cash Provided by/(Used in) Investing Activities
    5,000       (11,944 )
                 
Cash Flows from Financing Activities:
               
Proceeds from issuance of common stock
    60,000       240,000  
Net Cash Provided by Financing Activities from Continuing Operations
    60,000       240,000  
Net Cash (Used in) Financing Activities from Discontinued Operations
    (62,811 )     (4,579 )
Net Cash Provided by/(Used in) Financing Activities
    (2,811 )     235,421  
                 
Net Increase/(Decrease) in Cash
    (10,921 )     33,590  
                 
Cash from Continuing Operations at Beginning of Period
    31,615       21,185  
Cash from Discontinued Operations at Beginning of Period
    3,178       21,466  
Cash at End of Period
    23,872       76,241  
Less Cash from Discontinued Operations at End of Period
    9,886       15,974  
Cash from Continuing Operations at End of Period
  $ 13,986     $ 60,267  
                 
Supplemental cash flow information
               
Interest paid
  $ 5,765     $ 12,171  
Income taxes paid
  $ -     $ -  
 
See accompanying notes.
 
 
 

 
 
ELITE ENERGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1.     SUMMARY OF ORGANIZATION
 
Elite Energies, Inc. (“ELITE”, the “Company”) is a Delaware Corporation and was formed on March 28, 2008 under the name “Global ePlatform Technologies Inc.”. On December 17, 2008, Global ePlatform Technologies Inc. changed its name to Elite Energies, Inc. The Company, located in Sunnyvale, California, is a holding company which has subsidiaries that invest in renewable energies technology.
 
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 discontinued wholesale distribution company that is incorporated in California. QGBS was established in July 2009, and is operating as building materials wholesaler in the San Francisco Bay Area.   In July 2012, the Board of the Company decided to discontinue QGBS’s operation since QGBS did not meet the Company’s projected target of profitability during the past two years.
 
On June 7, 2011, the Company established a wholly-owned subsidiary, Elite Energies International Limited (“EEIL”), which was incorporated in Hong Kong. EEIL is established for the Company’s future Asia operations once the Company obtains more funding. Currently, EEIL has limited cash and no operations.
 
NOTE  2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Changes in Basis of Presentation

The March 31, 2012 and the three months and nine months ended December 31, 2011 financial information has been revised so that the basis of presentation is consistent with that of the December 31, 2012 and the three months and nine months ended December 31, 2012 financial information. This revision reflects the financial condition and results of operations of QGBS as discontinued operations for all periods presented. For a summary of discontinued operations see Note 3.
 
 
6

 
 
Basis of Presentation
 
The accompanying condensed consolidated financial statements have been prepared by in accordance with accounting principles generally accepted in the United States of America.  
 
Principles of Consolidation
 
The condensed 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 condensed 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 condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
Unaudited Interim Financial Information
 
The accompanying interim condensed consolidated financial statements and related notes of the Company as of December 31, 2012 and for the three months and nine months ended December 31, 2012 and 2011, are unaudited. The unaudited interim condensed consolidated financial information has been prepared with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by GAAP for the complete financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended March 31, 2012 contained in the Form 10-K filed by the Company with the SEC on June 29, 2012. The condensed consolidated balance sheet as of March 31, 2012 was derived from the Company’s audited financial statements for the year ended March 31, 2012. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management reflects all adjustments, consisting of normal recurring adjustments, necessary to present fairly the results of operations of the Company for the three months and nine months ended December 31, 2012 and 2011, the results of cash flows of the Company for the nine months ended December 31, 2012 and 2011,  and the financial position of the Company as of December 31, 2012. Interim results are not necessarily indicative of the results to be expected for an entire year or any other future year or interim period.
 
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. Sales taxes are deducted from gross sales.
 
 
7

 
 
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 reduced from the gross sales. During the three months and nine months ended December 31, 2012 and 2011, the total amounts of return of defective products were insignificant.

Under limited circumstances, the Company gives some customer sales discounts, rebate or other sales incentives on their first-time purchase in order to expand the customer base. The amounts of sales discounts, rebate or other sales incentives are determined at the time the sales occur and are stated in the sales agreements. These amounts are reduced from the gross sales and recorded on a net basis. During the three months and nine months ended December 31, 2012 and 2011, the total amount of sales discounts and sales incentive were insignificant.
 
Net Sales include services revenue generated through a variety of installation.  The total amount of service revenue during the three months and nine months ended December 31, 2012 and 2011were 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 three months and nine months ended December 31, 2012 and 2011were insignificant.

Advertising expenses
 
The Company records advertising costs as incurred. During the three months and nine months ended December 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.
 
As of December 31, 2012, the Company recorded $10,000 of allowance for doubtful accounts. At March 31, 2012, the Company did not record any allowance for doubtful accounts since most of the receivables at year-end were collected in the subsequent period.
 
Inventory
 
Inventories consist of finished goods and are valued at the lower of cost or market.  Cost is determined using the first-in, first-out (FIFO) method.   Provision for potentially obsolete or slow moving inventory is made based on management’s analysis of inventory levels and future sales forecasts. The Company recorded $33,743 and $199,021 provision for obsolete inventory for the three months and nine months ended December 31, 2012. The Company recorded an allowance of $70,437 for obsolete inventory and wrote off defective inventory totaling $36,747 as of March 31, 2012.
 
 
8

 
 
Property and Equipment
 
Property and equipment are stated at cost and are depreciated over their estimated useful lives. 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 other than leasehold improvements is estimated to be equal to 10% of the original cost.  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 December 31, 2012 and March 31, 2012, 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.
 
The Company files separate income tax returns in the United States – Federal and California, and the returns are subject to examination by federal and state taxing authorities, generally for three years and four years, respectively, after they are filed.
 
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.

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. 
 
 
9

 
 
NOTE 3.       DISCONTINUED THE OPERATIONS OF QUALITY GREEN BUILDING SUPPLIES
 
In early July 2012, the Board of the Company decided to discontinue QGBS’s operation since QGBS did not meet the Company’s projected targeted profitability during the past two years. All assets in QGBS are stated at net realizable value as of December 31, 2012. QGBS sold certain equipment to a related company that was owned by Stockholder C of QGBS for $5,000 and recorded a loss of $945 on this asset disposal in August 2012. Also, QGBS disposed other property and equipments and recorded a loss of $24,905 in September 2012.
 
The following table summarizes the assets and liabilities of the discontinued operations, excluding intercompany balances eliminated in consolidation, at December 31, 2012 and March 31, 2012, respectively:
 
   
December 31,
2012
   
March 31,
2012
 
Assets of Discontinued Operations
           
    Cash
 
$
9,886
   
$
3,178
 
    Trade receivables -
               
        Others, net
   
9,328
     
57,843
 
        Related parties
   
11,882
     
6,441
 
    Inventory
   
6,000
     
360,660
 
    Prepaid expenses
   
-
     
285
 
    Deposit
   
-
     
51,809
 
    Property, plant and equipment
   
-
     
36,194
 
                 
Total Assets of Discontinued Operations
 
$
37,096
   
$
516,410
 
                 
Liabilities of Discontinued Operations
               
    Trade payables -
               
         Others
 
$
3,307
   
$
71,254
 
         Related parties
   
19,915
     
31,490
 
    Accrued expenses -
               
         Interest
   
3,000
     
2,233
 
         Other
   
159
     
4,261
 
    Obligations under capital leases
   
-
     
3,391
 
    Stockholder loans to subsidiary
   
20,000
     
80,000
 
                 
Total Liabilities of Discontinued Operations
 
$
46,381
   
$
192,629
 
 
Financial data for the discontinued operations of QGBS for the three and nine months ended December 31, 2012 and 2011 are  as follows:
 
   
Three Months Ended
December 31,
   
Nine Months Ended
December 31,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Revenue
 
$
14,105
   
$
253,203
   
$
405,380
   
$
783,804
 
Cost of revenue
   
(43,321
)
   
(203,185
)
   
(545,992
)
   
(629,150
)
Gross profit/(loss)
   
(29,216
   
50,018
     
(140,612
   
154,654
 
(Loss) from operations of discontinued operations
   
(70,392
)
   
(26,547
)
   
(307,740
)
   
(82,443
)
(Loss) on disposal of discontinued assets
   
-
     
-
     
(25,850
)
   
-
 
Net (loss) from discontinued operations
   
(70,392
   
(26,547
   
(333,590
   
(82,443
Net (loss) attributable to noncontrolling interest
   
(34,829
)
   
(12,356
)
   
(164,281
)
   
(38,455
)
Net (loss) attributable to the Company
 
$
(35,563
)
 
$
(14,191
)
 
$
(169,309
)
 
$
(43,988
)
                                 
Per share information attributable to the Company
                               
Basic and diluted net (loss) per common shares
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.01
)
 
$
(0.00
)
Average common shares outstanding - basic and diluted
   
32,245,303
     
30,340,955
     
31,292,228
     
29,919,137
 
 
 
10

 
 
NOTE 4.     PROPERTY AND EQUIPMENT

At December 31, 2012 and March 31, 2012 property and equipment is as follows:
 
   
December 31,
2012
   
March 31,
2012
 
Leasehold Improvements
 
$
-
   
$
2,832
 
Less: accumulated depreciation
   
-
     
(1,274
Property and equipment, net
 
$
-
   
$
1,558
 
 
Depreciation expense for the three months ended December 31, 2012 and 2011 was $-0- and $142, respectively. Depreciation expense for the nine months ended December 31, 2012 and 2011 was $283 and $425, respectively.
 
In September 2012, ERET disposed the leasehold improvement as the lease was not renewed and recorded a loss of $1,275.

NOTE 5.     LOANS
 
As of March 31, 2012, seven Directors of the Company loaned ELITE the amount of $5,000 each, totaling $35,000. Each of the loans from these seven Directors was at a simple annual interest rate of 7% and due one year from the date of the loan, which was due in December 2012. The Company paid $350 interest to each of these seven Directors in December 2012. Further, each of the above loans from the seven Directors was renewed in December 2012 for one additional year from the maturity date with the same terms.
 
As of March 31, 2012, an unrelated individual loaned ELITE the amount of $10,000 with a simple annual interest rate of 7%. The principal and interest was due on December 27, 2012. The Company paid $700 interest to this individual in December 2012. Further, the individual agreed to extend the due date of the principal to December 27, 2013 with the same term.
 
The Company recorded $758 and $775 of interest expenses on the above loans to ELITE during the three months ended December 31, 2012 and 2011, respectively. The Company recorded $2,333 and $2,350 of interest expenses on the above loans to ELITE during the nine months ended December 31, 2012 and 2011, respectively.
 
On December 31, 2012 and March 31, 2012, accrued interests are as follows:
 
   
December 31, 2012
   
March 31,
2012
 
Accrued interests
               
Directors’ loans
 
175
   
 $
788
 
Loan from unrelated party
   
0
     
175
 
  Total  
$
175
   
$
963
 
 
As of March 31, 2012, three of the stockholders of QGBS: Stockholder A, Stockholder B and Stockholder C, loaned QGBS $30,000, $35,000 and $15,000, respectively, to support its operations and expansion. The terms of all these loans totaling $80,000 are at an annual interest rate of 8% and due on demand.  In April, October  and December 2012, QGBS paid off totaling $30,000 principal balance and $1,700 interest to Stockholder A.  In April 2012, QGBS paid $800 interest payment to Stockholder B. In September 2012, QGBS paid $15,000 of the $35,000 principal balance to Stockholder B and paid off principal balance to Stockholder C.
 
 
11

 
 
NOTE 6.     COMMITMENTS

Operating Leases
 
Rent expense for ELITE and ERET was $300 and $300 during the three months ended December 31, 2012 and 2011, respectively. Rent expense for ELITE and ERET was $900 and $900 during the nine months ended December 31, 2012 and 2011, respectively.
 
QGBS leases a warehouse for its green building materials operations under non-cancellable operating leases, which expired on October 31, 2012. Certain of the leases require payments for additional expenses such as maintenance and utilities. During November 2012 and December 2012, QGBS leased a warehouse from an entity that is wholly-owned by a Director to temporarily store its inventories on a month-to-month basis.
 
Capital Leases

QGBS leased a forklift under capital leases. QGBS sold this forklift to a related company on August 2012. The following is an analysis of the leased property under capital leases at December 31, 2012 and March 31, 2012.

   
December 31, 2012
   
March 31,
2012
 
Forklift
 
$
-
   
$
17,800
 
Less accumulated depreciation
   
-
     
(12,887
)
  Forklift, net
 
$
-
   
$
4,913
 
 
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, for the three and nine months ended December 31, 2012 and 2011, there were no diluted shares outstanding.
 
   
Three Months Ended
December 31,
 
     
2012
     
2011
 
Numerator:
               
Net loss
 
$
(102,755
)
 
$
(57,266
)
Less: Net loss allocated to noncontrolling interest
   
(34,829
)
   
(12,356
)
Net loss attributable to the Company common stockholders—basic
 
$
(67,926
)
 
$
(44,910
)
Denominator:
               
Weighted average common shares
   
32,245,303
     
30,340,955
 
Net loss attributable to the Company common stockholders per share—basic
 
$
(0.00
)
 
$
(0.00
)
 
   
Nine Months Ended
December 31,
 
     
2012
     
2011
 
Numerator:
               
Net loss
 
$
(448,871
)
 
$
(201,054
)
Less: Net loss allocated to noncontrolling interest
   
(164,281
)
   
(38,455
)
Net loss attributable to the Company common stockholders—basic
 
$
(284,590
)
 
$
(162,599
)
Denominator:
               
Weighted average common shares
   
31,292,228
     
29,919,137
 
Net loss attributable to the Company common stockholders per share—basic
 
$
(0.01
)
 
$
(0.01
)
 
 
12

 
 
NOTE 8.     STOCKHOLDERS’ EQUITY
 
In July, August and November 2012, eight of the Company’s Directors paid the total of $60,000 cash to purchase 2,000,000 shares of Elite at $0.03 per share.
 
NOTE 9.     RELATED PARTY TRANSACTIONS
 
The Company’s revenue was generated through QGBS, which was discontinued  in July 2012. As such, all the sales disclosed in this note were from discontinued operations.
 
The Company had sales of $118,279 to an entity that is wholly-owned by a shareholder of the Company during the nine months ended December 31, 2012 and had sales of $28,510 to this entity during the nine months ended December 31, 2011.  The Company had purchases of $1,210 from this entity during the nine months ended December 31, 2012. The Company sold property and equipment to this entity for $5,000 on August 2012. The Company had a receivable of $7,157 from the same entity on December 31, 2012. The Company also had a receivable of $1,360 and a payable of $23,823 to the same entity on March 31, 2012.
 
The Company also had sales of $4,540 to an entity which is 95% owned by a Director of the Company during the nine months ended December 31, 2012 and had sales of $13,105 to the same entity during the nine months ended December 31, 2011. The Company had a receivable of $3,850 and $3,628 from the same entity on December 31, 2012 and March 31, 2012, respectively.
 
The Company had purchases of $50,517 from and sales of $875 to an entity that is wholly-owned by the wife of a Director of the Company during the nine months ended December 31, 2012. The Company also had purchases of $33,364 from and sales of $5,054 to the same entity during the nine months ended December 31, 2011. The Company had a receivable of $875 from the same entity on December 31, 2012 and had a payable of $6,989 to the same entity on March 31, 2012.
 
The Company had payables of $19,660 to an entity wholly-owned by an officer of the Company on December 31, 2012 for accounting services rendered and recorded $25,170 of professional service expenses during the nine months ended December 31, 2012. The Company recorded $20,035 of accounting services expenses during the nine months ended December 31, 2011. The Company also had payables of $500 to this same entity on March 31, 2012. Further, the Company recorded $988 and $1,482 of professional service expenses related to compliance fillings during the nine months ended December 31, 2012 and 2011, respectively. The Company also had payable of $418 to this same entity on March 31, 2012.
 
The Company had sales of $6,443 and $13,152 to an entity wholly-owned by a Director during the nine months ended December 31, 2012 and 2011, respectively. This entity performed warehouse repairs, inventory movements and provided temporary warehouse location for the Company, totaling of $18,052, during the nine months ended December 31, 2012.  The Company had payable of $15,015 to this entity as of December 31, 2012.   The Company also had a receivable of $1,454 from this entity as of March 31, 2012.
 
The Company had purchases of $549 from an entity majority-owned by a Director of the Company during the nine months ended December 31, 2011.
 
As discussed in Note 5, prior to March 31, 2012, QGBS entered into promissory notes agreements with three of its stockholders totaling $80,000. Principal and/or interest payments were paid to these stockholders totaling $62,500 and $8,333 during the nine months ended December 31, 2012 and 2011, respectively.

As discussed in Note 5, prior to March 31, 2012, the Company entered into promissory note agreements with seven of its Directors in the amount of $5,000 each, totaling $35,000. In December 2012, the due dates of these note agreements were extended to December 2013.
 
 
13

 
 
NOTE 10.    GOING CONCERN
 
As reflected in the accompanying condensed consolidated financial statements, the Company had a net loss of $448,871, used $13,110 of cash in operating activities during the nine months ended December 31, 2012, and has an accumulated deficit of $841,263 at December 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 condensed 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.

NOTE 11.    SUBSEQUENT EVENTS

In January 2013, seven of the Company’s Directors paid the total of $84,000 cash to purchase 4,200,000 shares of Elite at $0.02 per share.

In February 2013, the $45,000 note agreements were extended to due on December 2014.
 
On January 15, 2013, our board of directors unanimously declared the advisability of, and recommended that the stockholders adopt a reverse stock split of 1:10 of our common stock, and directed its submission to the vote of our stockholders. As of January 31, 2013, the holders of a majority of the voting rights represented by our outstanding shares of stock entitled to vote thereon executed a written consent in accordance with Section 228 of the General Corporation Law of the State of Delaware (the “DGCL”) approving and adopting the reverse stock split. On February 12, 2013, we filed a Definitive Schedule 14C Information Statement with the Securities and Exchange Commission regarding the reverse split.  We expect the reverse split to be effective in early March 2013.
 
 
14

 
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion contains forward-looking statements relating to future events or our future performance.  Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus.  Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.
  
Business Overview
 
Elite Energies, Inc. is a Delaware holding company (“we”, “us”, or the “Company”), that, through our wholly owned California subsidiary corporation, Elite Renewable Energies Technology, Inc. (“ERET”), has invested into energy-saving products such as LED (light emitting diode) lightings and also environmentally friendly building materials. However, the market and demand for LED products in general are volatile and the profit margin in selling LED lightings is declining; moreover, the demand for LED lightings is shifting to other kind of lightings, such as incident lighting.  We have discontinued the operation of Quality Green Building Supplies Inc. (“QGBS”), one of our subsidiaries in building materials operation because QGBS failed to meet the Company’s projected target of profitability for the past two consecutive years.
 
ERET, through its Hong Kong subsidiaries, Elite Energies International Limited (“EEIL”), is working on a Memorandum of Intent (“MOI”) to secure a license of re-selling industrial gas in the Hunan Province of People’s Republic of China (“PRC”).
 
The Company’s management is familiar with industrial gas business model since our Chairwoman Ms. Liu has been in the industrial gas business industry for over 20 years. Ms. Liu will assist the Company in exploring how Elite Energies, Inc can benefit from the potential opportunities presented in the industrial gas business industry in the long run.
 
 
15

 
 
Business Plan
 
We are currently doing or over the next fiscal year we intend to do the following:
 
1.  
To negotiate with XuHui QiTi (Gas) to secure the license to re-sell their industrial gas products. We work on to sign a licensing agreement with ChenZhou XuHui QiTi, a unit of XuHuiQiTi (Gas), an industry gas manufacturing company located in Chen Zhou, Hunan (“XuHui”), for selling and operating gas trading in Hunan Province.
 
2.  
Within the next 90 days, EEIL is pursuing  to have our industrial gas business operation to be awarded with the Closer Economic Partnership Agreement (“CEPA”) status in Hong Kong. CEPA is an agreement signed between People Republic of China and Hong Kong SAR government to allow companies registered in Hong Kong with qualifying products and services  to enjoy preferential access, tax benefits to mainland China market. By obtaining the CEPA status, EEIL shall  deem to have gained a valuable tool on hand to increase our business efficiency and profit potential in PRC.
 
3.  
For our long term strategy, Elite Energies is continuing to seek opportunities to venture with other  technology companies in the US and or abroad to successfully lunch a product that will be the cornerstone of our future.
 
RESULTS OF OPERATIONS

Three Months Ended December 31, 2012 Compared to Three Months Ended December 31, 2011
 
We believe the percentage relationship between total net loss and major categories in the Condensed Consolidated Statements of Operations presented below are important in evaluating the performance of our business operations.
 
   
% of Net Loss
 
   
Three Months Ended December 31,
 
   
2012
   
2011
 
Revenues-
           
    Trade, net of returns
   
-
%
   
-
%
                 
Operating expenses
               
Payroll expenses
   
(1.9
)
   
(16.1
)
General and administrative
   
(5.8
)
   
(3.8
)
Rent and utilities
   
(0.3
)
   
(0.5
)
Legal and professional fees
   
(22.8
)
   
(31.9
)
  Total operating expenses
   
(30.8
)
   
(52.3
)
                 
Other (expenses)
               
Loss on disposal of assets
   
-
     
-
 
Note interest
   
(0.7
)
   
(1.4
)
  Total other (expenses)
   
(0.7
)
   
(1.4
)
                 
Loss before income taxes
   
(31.5
)
   
(53.6
)
                 
Provision for income taxes
   
-
     
-
 
                 
Net loss  from Continuing Operations
   
(31.5
)
   
(53.6
)
                 
Discontinued Operations, Net of Taxes
               
       Loss from discontinued operations, net of taxes
   
(68.5
)
   
(46.4
)
       Loss on disposal of discontinued assets, net of taxes
   
-
     
-
 
Loss from Discontinued Operations
   
(68.5
)
   
(46.4
)
                 
Net loss
   
(100.0
)
   
(100.0
)
Less: Net loss attributable to noncontrolling interest
   
(33.9
)
   
(21.6
)
Net loss attributable to Elite Energies, Inc.
   
(66.1
)%
   
(78.4
)%
 
Note: Certain percentages may not sum to totals due to rounding.
 
 
16

 
 
For an understanding of the significant factors that influenced our performance during the three months ended December 31, 2012 and 2011, the following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and the Notes to Condensed Consolidated Financial Statements presented in this report.
 
Payroll expenses: The payroll expenses were $1,949 for the three months ended December 31, 2012 and $9,203 for the same period ended December 31, 2011, representing a decrease of $7,254 or 78.8%. The decrease was primarily due to less hiring during the three months ended December 31, 2012.  During the three months ended December 31, 2012, excluding our partially owned subsidiary QGBS, we had 1 part-time employee.
 
General and administrative expenses: General and administrative expenses include depreciation, licenses, advertising, travel and state franchise taxes.  Our general and administrative expenses were $5,952 for the three months ended December 31, 2012, compared to $2,184 in the same period ended December 31, 2011, representing an increase of $3,768 or 172.5%, which was primarily due to certain general expenses we incurred during the three months ended December 31, 2012 which we did not incur during the same period ended December 31, 2011.     
 
Rent and utilities: The rent and utilities were $300 for the three months ended December 31, 2012, compared to $300 in the same period ended December 31, 2011. Currently we rent a corporate business office in Sunnyvale, California. 

Legal and professional fees: The legal and professional fees were $23,404 for the three months ended December 31, 2012 and $18,257 for the three months ended December 31, 2011, representing an increase of $5,147 or 28.2%.  The increase was primarily attributable to a slight increase in charge rates by the outside professionals for the three months ended December 31, 2012 as compared to the same period ended December 31, 2011.
 
Discontinued Operations: Our revenue was mainly generated from the sales of fixtures and environmentally friendly building materials, primarily hardwood floors, to the customers through our 50.52% owned subsidiary QGBS, which was discontinued in July 2012. For the three months ended December 31, 2012, we generated $14,105 in revenue, representing a decrease of $239,098, or 94.4%, compared to the revenue of $253,203 during the same period ended on December 31, 2011.   The decrease of our revenue was attributable to the lower demand of our products as well as the discontinuance of the QGBS’s operations during the three months ended December 31, 2012. Our cost of revenue includes expenses mainly related to the products sold.  Our cost of revenue was $43,321 for the three months ended December 31, 2012, compared to $203,185 for the three months ended December 31, 2011, representing a decrease of $159,864 or 78.7%. The decrease of cost of revenue is primarily due to the provision of inventory obsolescence of $33,743 recorded ended December 31, 2012 as compared to the same period ended December 31, 2011. The total operating expenses was $41,176 for the three months ended December 31, 2012, compared to $76,565 for the three months ended December 31, 2011, representing a decrease of $35,389 or 46.2%. The decrease of total operating expenses was primarily due to the less hiring full-time employees during the three months ended December 31, 2012 as compared to the same period ended December 31, 2011. QGBS had 3 part-time employees during the three months ended December 31, 2012 while had 5 full-time employees during the same period ended December 31, 2011.
 
 
17

 
 
Nine Months Ended December 31, 2012 Compared to Nine Months Ended December 31, 2011
 
We believe the percentage relationship between total net loss and major categories in the Condensed Consolidated Statements of Operations presented below are important in evaluating the performance of our business operations.
 
   
% of Net Loss
 
   
Nine Months Ended December 31,
 
   
2012
   
2011
 
Revenues-
           
    Trade, net of returns
   
-
%
   
-
%
                 
Operating expenses
               
Payroll expenses
   
(2.3
)
   
(12.2
)
General and administrative
   
(2.1
)
   
(3.4
)
Rent and utilities
   
(0.2
)
   
(0.4
)
Legal and professional fees
   
(20.3
)
   
(41.8
)
  Total operating expenses
   
(24.9
)
   
(57.8
)
                 
Other (expenses)
               
Loss on disposal of assets
   
(0.3
)
   
-
 
Note interest
   
(0.5
)
   
(1.2
)
  Total other (expenses)
   
(0.8
)
   
(1.2
)
                 
Loss before income taxes
   
(25.7
)
   
(59.0
)
                 
Provision for income taxes
   
-
     
-
 
                 
Net loss  from Continuing Operations
   
(25.7
)
   
(59.0
)
                 
Discontinued Operations, Net of Taxes
               
       Loss from discontinued operations, net of taxes
   
(68.6
)
   
(41.0
)
       Loss on disposal of discontinued assets, net of taxes
   
(5.8
)
   
-
 
Loss from Discontinued Operations
   
(74.3
)
   
(41.0
)
                 
Net loss
   
(100.0
)
   
(100.0
)
Less: Net loss attributable to noncontrolling interest
   
(36.6
)
   
(19.1
)
Net loss attributable to Elite Energies, Inc.
   
(63.4
)%
   
(80.9
)%
 
Note: Certain percentages may not sum to totals due to rounding.
 
For an understanding of the significant factors that influenced our performance during the nine months ended December 31, 2012 and 2011, the following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and the Notes to Condensed Consolidated Financial Statements presented in this report.
 
Payroll expenses: The payroll expenses were $10,153 for the nine months ended December 31, 2012 and $24,515 for the same period ended December 31, 2011, representing a decrease of $14,362 or 58.6%. The decrease was primarily due to less hiring during current fiscal year.  During the nine months ended December 31, 2012, excluding our partially owned subsidiary QGBS, we had  1 part-time employee since the second quarter of the current fiscal year.
 
General and administrative expenses: General and administrative expenses include depreciation, licenses, advertising, travel and state franchise taxes.  Our general and administrative expenses were $9,545 for the nine months ended December 31, 2012, compared to $6,802 in the same period ended December 31, 2011, representing an increase of $2,743 or 40.3%, which was primarily due to certain general expenses we incurred during the nine months ended December 31, 2012.
 
 
18

 
 
Rent and utilities: The rent and utilities were $900 for the nine months ended December 31, 2012, compared to $900 in the same period ended December 31, 2011. Currently we rent a corporate business office in Sunnyvale, California.
 
Legal and professional fees: The legal and professional fees were $91,075 for the nine months ended December 31, 2012 and $84,044 for the nine months ended December 31, 2011, representing an increase of $7,031 or 8.4%.  The increase was primarily attributable to a slight increase in charge rates by the outside professionals for the nine months ended December 31, 2012 as compared to the same period ended December 31, 2011.
 
Discontinued Operations: Our revenue was mainly generated from the sales of fixtures and environmentally friendly building materials, primarily hardwood floors, to the customers through our 50.52% owned subsidiary QGBS, which the business was discontinued from July 2012. For the nine months ended December 31, 2012, we generated $405,380 in revenue, representing a decrease of $378,424, or 48.3%, compared to the revenue of $783,804 during the same period ended on December 31, 2011.   The decrease of our revenue was attributable to lower demand for our products as well as the discontinuance of the QGBS operations during the second quarter of the current fiscal year. Our cost of revenue includes expenses mainly related to the products sold.  Our cost of revenue was $545,992 for the nine months ended December 31, 2012, compared to $629,150 for the nine months ended December 31, 2011, representing a decrease of $83,158 or 13.2%. The decrease of cost of revenue was due to the decrease of the revenue. Further, QGBS recorded $199,021 of the provision of inventory obsolescence during the second and third quarter of the current fiscal year and $-0- as compared to the same period ended December 31, 2011. The total operating expenses was $167,128 for the nine months ended December 31, 2012, compared to $237,097 for the nine months ended December 31, 2011, representing a decrease of $69,969 or 29.5%. The decrease of total operating expenses was primarily due to less hiring of full-time employees since the second quarter of the current fiscal year as compared to the same period ended December 31, 2011. QGBS hired 3 part-time employees from July 2012 to October 2012, and hired no employees thereafter compared to an average 5 full-time employees during the same period ended December 31, 2011.
 
LIQUIDITY AND CAPITAL RESOURCES
 
Since inception, we have incurred recurring losses and have an accumulated deficit of $841,263 through December 31, 2012. As of December 31, 2012, the Company’s current assets were $14,259 and current liabilities were $90,423, and total cash was $13,986. The Company had cash used in operating activities for the nine months ended December 31, 2012 of $13,110 and cash used in operating activities equal to $189,887 for the same nine month period in 2011. The decrease was primarily a result of the decrease in inventory level. The Company had net cash of $2,811 used in financial activities and of $235,421 provided by financial activities for the nine months ended December 31, 2012 and 2011, respectively. The decrease was primarily due to lower proceeds from issuance of commons stock in July, August and November 2012, as compared to May 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 flows position by reducing operating costs and through seeking additional financial 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 condensed consolidated financial statements, the Company had a net loss of $448,871, used $13,110 of cash in operating activities during the nine months ended December 31, 2012, and has an accumulated deficit of $841,263 at December 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 condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
 
19

 
 
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).
 
SUBSEQUENT EVENT
 
On January 15, 2013, our board of directors unanimously declared the advisability of, and recommended that the stockholders adopt a reverse stock split of 1:10 of our common stock, and directed its submission to the vote of our stockholders. As of January 31, 2013, the holders of a majority of the voting rights represented by our outstanding shares of stock entitled to vote thereon executed a written consent in accordance with Section 228 of the General Corporation Law of the State of Delaware (the “DGCL”) approving and adopting the reverse stock split. On February 12, 2013, we filed a Definitive Schedule 14C Information Statement with the Securities and Exchange Commission regarding the reverse split.  We expect the reverse split to be effective in early March 2013.
 
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 condensed 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 condensed 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 condensed consolidated financial statements included in this quarterly 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 3. 
Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. 
Controls and Procedures

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 principal executive officer and principal financial officer 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 principal executive officer and principal financial officer 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 principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
  
PART II - OTHER INFORMATION
 
Item 1.
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.
 
 
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Item 1A.
Risk Factors
 
Not required because we are a smaller reporting company.
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
In November 2012, we issued 200,000 shares of our common stock to a director of the Company for a purchase price of $6,000.
 
The aforementioned shares of our common stock are restricted shares, and may not be sold, transferred or otherwise disposed without registration under the Securities Act or an exemption there under. The shares of our common stock were offered and sold in reliance on the exemption from registration under Section 4(2) of the Act. The offering was not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by the individuals in connection with the offering.  The proceeds from the share issuance are to be used for working capital purposes.
 
Item 3.
Defaults Upon Senior Securities
 
None.
 
Item 4.
Mine Safety Disclosure
 
Not applicable.
 
Item 5.
Other Information
 
There was no other information during the quarter ended December 31, 2012 that was not previously disclosed in our filings during that period.
 
Item 6.
Exhibits.
 
Exhibit No.
 
Title of Document
31.1
 
Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2
 
Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1*
 
Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2*
 
Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101.INS **
 
XBRL Instance Document
     
101.SCH **
 
XBRL Taxonomy Extension Schema Document
     
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

**           Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.                    
                  
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned there unto duly authorized.
 
 
ELITE ENERGIES, INC.
   
Date:   February 19, 2013
By: /s/Spencer Luo
 
Spencer Luo
 
Chief Executive Officer
 
(Duly Authorized Officer and Principal Executive Officer)
 
Date:  February 19, 2013
By: /s/Stephen Wan
 
Stephen Wan
Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
 
 
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