amerelitesolutions_10-sb12g.htm

10SB12G 1 amerelitesolutions_10-sb12g.htm AMERELITE SOLUTIONS, INC. 10-SB12G amerelitesolutions_10-sb12g.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS

Under Section 12(b) or (g) of The Securities Exchange Act of 1934

AMERELITE SOLUTIONSä, INC.

(Name of small business issuer in its Charter)

Nevada	76-0766174
(State or other jurisdiction of	(I.R.S. Employer
Incorporation or organization)	Identification No.)

3138 W. Clarendon

Phoenix, AZ 85017

(Address of principal executive offices)

602-233-0540

(Issuer's telephone number, including area code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on
to be so registered	which each class is to be
	registered

None.	N/A

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, $.00125 par value

Class A Convertible Preferred Stock, $.001 par value

AMERELITE SOLUTIONS, INC.


Part I

Item 1. Description of Business	3

Item 2. Management's Discussion and Analysis of Financial Condition	21

Item 3. Description of Property	27

Item 4. Security Ownership of Certain Beneficial Owners and Management	28

Item 5. Directors and Executive Officers, Promoters and Control Persons	29

Item 6. Executive Compensation	31

Item 7. Certain Relationships and Related Transactions	31

Item 8. Description of Securities	32

Part II

Item 1. Market Price and Dividends on the Registrant’s Common Equity and Related Stockholder Matters	34

Item 2. Legal Proceedings	35

Item 3. Changes in and Disagreements with Accountants	36

Item 4. Recent Sales of Unregistered Securities	36

Item 5. Indemnification of Directors and Officers	38

Part F/S	39

Part III

Item 1. Index to Exhibits	40

Signatures	40

ITEM 1. DESCRIPTION OF BUSINESS:

The Company

AmerElite Solutionsä, Inc. (“Amerelite”, the “Company”, “us”, or “we”) was originally incorporated as ABC Home Care Specialists, Inc. (“ABC Home Care”) on July 26, 1994. In 1995, ABC Home Care raised $50,000 of operating capital by selling 80,000 shares of common stock through a 504 Form D exemption. The operating capital raised was insufficient and the company became inactive until May of 1997 when the name was changed to Global Wireless & Digital Corporation (“Global”) pursuant to a Certificate of Amendment filed with the Nevada Secretary of State on May 5, 1997. Global’s intent was to acquire companies in the wireless and digital industries. This failed to develop. The Company was non-operational from 1999 to 2004, when the Company was brought back into “good standing”. In 2004 under new ownership the Company provided consulting services to the wireless and digital community as well as other developing companies.

The controlling interest in the Company was again sold in May of 2005. By written consent, the Board of Directors changed the authorized common stock of 200,000,000 shares to 20,000,000 shares; changed the par value of the common stock from $.000125 to $.00125 and authorized a Ten (10) for One (1) reverse stock split of the common stock from 53,528,600 to 5,352,860. The Company also amended its Articles of Incorporation to reflect all of the above changes with the State of Nevada effective November 10, 2006. The Company obtained a new CUSIP number, 02361A205, and NASDAQ issued the Company a new stock symbol, AMRX, effective December 7, 2006.

The Business

We intend to engage in the business of developing, manufacturing, marketing and selling the CollagenFusion™ Premium Skin Care Collection, a revolutionary skin care line combining next generation science with nature to form the most advanced beauty treatment available today.

The CollagenFusion™ System combines organic, vegan and plant based ingredients with specially designed, pure biomimetic peptides and the company’s intellectual property, Collamin_G®, to deliver a complete skin wellness experience. CollagenFusionä has been shown to reinforce the natural skin defense system as well as cell renewal. In both scientific and independent studies the product has shown prevention of the appearance of fine lines and wrinkles, dark eye circles, spider veins, rosacea, varicose veins and a reduction of under eye puffiness.

In order to provide a complete skin wellness experience, the design of our formulations entails specific attention to the key dimensions of Perception, Feel, Effect, Usage and Results. CollagenFusionä’s customers are sophisticated and demanding of the product that they have come to rely on and to trust. Our formulations also address the major consumer demands in the wellness category such as Stimulation, Repair, Aging, Prevention, Protection and Safety with use of botanically derived ingredients, herbal and marine actives, peptides, pure essential oils and gentle preservatives. Regardless of skin condition, by combining next generation science with nature, the CollagenFusion Premium Skin Care Collection represents the highest achievement in the beauty treatment field that enhances and improves the appearance and condition of the skin.

To rapidly increase sales, improve brand awareness and grow the business, AmerElite Solutionsä, Inc. has developed a comprehensive two-phase marketing and advertising strategy. We plan to introduce short and long form, direct response advertisements that will direct the consumer to an informed sales representative or an Internet site. Utilizing a professional sales team and the internet will allow the consumer to become educated to the unique benefits of using CollagenFusionä, view testimonials and before and after photos, compare CollagenFusion to existing skin care lines and place an order.

ITEM 1. DESCRIPTION OF BUSINESS - (continued)

The Business - (continued)

In addition to direct response advertising, CollagenFusionä will be aggressively promoted via the Internet. We will work with outside professionals to develop, design, and implement a successful eStrategy in order to open up new markets, add in cross sales/up sells, offer new products, form qualified strategic partnerships, and launch an online affiliate solution. The Internet is one of the fastest growing channels for cosmetic products as it is viewed by consumers as ‘quicker and easier’ than a retail store (NPD). 46% of female customers are more likely to purchase products advertised online than if they had seen the same ad in print and 42% of Internet beauty buyers tell friends about the products they have discovered (Forrestor). Today’s consumer is more likely to research, choose and purchase beauty brands online (Forrestor).

The second phase of our marketing plan is to roll out a kiosk program in high traffic, regional shopping centers across the country. This will allow the consumer to experience CollagenFusion™ as well as have a sales representative available to answer any questions. The addition of the kiosk program will offer consumers three separate channels - telephone, Internet and retail – to research and purchase CollagenFusionä. We will also promote CollagenFusionä through direct mail, radio, print and advertorials.

In preparation of implementing our business plan, AmerElite is currently under contract with professional media buyers, advertising specialists, a direct response sales force, a full service fulfillment center, customer service support and a professional graphic designer.

The primary market for the CollagenFusion™ Premium Skin Care Collection is the Baby Boomer generation. This market accounts for an estimated 78 million Americans between the ages of 42 and 60 years old (US Census Bureau). This group has been called the most educated generation in the history of our country. 77% of the spending in this country is done by people 50 years and older (Yankelovich Research). Women 45-64 now make up approximately 41% of the Internet shopping base (Forrestor). This generation has a sense of entitlement that they’re going to stay young and live forever. They are willing and able to pay for products that provides anti-aging benefits.

Our secondary market is known as Gen X. This generation represents 44 million people who are just beginning to turn 40, also known as the ‘ME’ generation. This group is devoting more time and money to skin care and seeking facial treatments at a younger age. The benefits of the CollagenFusionä line will be marketed to this generation as a treatment for aged skin as well as preventative.

With all the products available today, there is no single company or brand that holds a large part of the growing skin care market. An estimated 48 million mature consumers over the age of 42 plan to buy anti-aging products over the next 12 months with Americans estimated to spend $4 billion over the coming year (Focalyst). The anti-aging market is now worth $56 billion dollars (FIND/SV). The anti-aging market is thriving and according to one group, sales will continue to rise over the next 10-15 years (NPD).

In addition to the expanding anti-aging market, the natural and organic industry increased 56% between 2002 and 2006. Within this industry the personal care category reported the strongest growth rate, increasing 18.4% to reach $2.78 billion (Natural Foods Merchandiser). US Consumers continue to demonstrate a growing appetite for natural and organic products (Natural Foods Merchandiser). Consumers are seeking health and wellness qualities from their personal care products. There is a growing trend for health and wellness as the natural and organic movements are spreading from the niche to the mainstream.

ITEM 1. DESCRIPTION OF BUSINESS - (continued)

The Business - (continued)

The long-term growth of the anti-aging market combined with the emergence of the natural and organic movement positions the CollagenFusion™ Premium Skin Care Collection on the cutting edge of the lucrative skin care market. It is an opportune time to launch our innovative, natural skin care line. The materialization and growth of these two markets gives the company an immediate opportunity to not only convert consumers who are currently using anti-aging products, but to build a consumer franchise with the millions of baby boomers and Gen Xers positioned to enter the market over the coming years. As consumers continue to want to reduce and remove the signs of aging while obtaining healthy skin and a healthy image using natural and organic products, we believe CollagenFusionä offers a natural way to accomplish this goal.

The CollagenFusion™ Premium Skin Care Collection offers a daily system designed to work with the body’s natural systems to replenish, renew, and return the skin to a healthy, youthful state. Each and every product in the CollagenFusionä family contains our proprietary ingredient, Collamin_Gä, combined with natural, vegan and organic ingredients. Based on the input of our focus groups, it was determined we needed six (6) items to launch our line. Currently, the CollagenFusionä system includes a Cleansing Milk, a gentle Face Scrub, Serum_Gâ (our high potency wrinkle reducing formula), a Daytime Moisturizer, an Eye Balm and a Night Cream. Customers who use the system on a regular basis have noted improved tone, balanced hydration, reduction of fine lines and wrinkles, glowing, healthier skin and rejuvenated, younger looking skin.

Since we introduced CollagenFusion™, we have received outstanding input from our growing customer base. Based on their comments, we have developed additional products to keep up with the evolving skin care market. Currently ready for production is our ‘BagLifter’ under eye treatment. This revolutionary product creates an instant tensing or tightening effect under the eye thereby reducing under-eye puffiness. In addition, it contains ingredients clinically proven to drain fat from under the eye and reduce the appearance of dark circles. There is an ultra hydrator that ‘weather-proofs’ the skin. This hydro-lipid restorer utilizes the ONLY botanically derived polymer available on the market today in order to naturally balance the moisture level of the skin for all climates. In order to meet the growing demand from ethnic communities for a pale complexion, we have developed a skin brightening lotion that has been clinically proven to lighten the skin tone. Products that are currently in the development stage include a lotion to reduce varicose veins, treat rosacea, a facial mask, toner, body lotion, body wash, shampoo, conditioner and a mist.

With an innovative and ground breaking product line positioned to transform and revolutionize today’s concept of skin wellness and beauty, an established primary market with sales projected to grow over the next 10-15 years and profitable direct-response and internet based advertising campaign, AmerElite Solutions, Inc. is positioned for a successful and profitable launch into a lucrative market with a cutting edge product.

Products

AmerElite Solutions, Inc. provides a full spectrum of skin care products designed to naturally improve skin wellness and provide anti-aging properties with our CollagenFusion™ Premium Skin Care Collection. The CollagenFusionÔ system combines next generation science with nature to form the most advanced beauty treatment available today. Utilizing aromatherapy and a variety of specific actives that include our proprietary ingredient, Collamin_G® - our innovative, botanically based formulas deliver a dramatic improvement in the general health, well-being and increased vitality for great looking skin. CollagenFusionä products stimulate cell renewal, prevent and reduce the appearance of wrinkle and fine lines, dark circles, spider veins, rosacea, varicose veins and reduce under eye puffiness.

In order to provide a complete skin wellness experience, the design of our formulations entails specific attention to the key dimensions of Perception, Feel, Effect, Usage and Results. CollagenFusionä’s customers are sophisticated and demanding of the product that they have come to rely on and to trust. Our formulations also address the major consumer demands as Stimulation, Repair, Aging, Prevention, Protection and Safety with the use of Collamin_G® as well as organic, vegan and plant based ingredients, herbal and marine actives, peptides, pure essential oils and gentle preservatives.

ITEM 1. DESCRIPTION OF BUSINESS - (continued)

Products - (continued)

Collamin_G®, our intellectual property, is a revolutionary ingredient made of ingredients native to the body that provides nourishment to the skin. The elements of Collamin_Gâ are broken down approximately 200-500 times smaller that the average skin pore. These nano-molecules rapidly penetrate the skin delivering essential nutrients beneath the top layer of skin that the body uses in the natural process of collagen regeneration. Studies have shown a dramatic decrease in the appearance of fine lines and wrinkles after regular use of Serum_G®, our intensive wrinkle reducing formula that contains almost 50% Collamin_Gâ.

The CollagenFusion™ collection embodies a number of important advances in botanical skin care. All of our organic, vegan and plant based ingredients have been combined to enhance their respective characteristics producing a targeted effect on various functions of the skin. Our carefully selected botanical oils are easily absorbed by the skin and work with the body to hydrate, balance and soften the skin. We use spa quality plant oils that contain essential fatty acids. Essential fatty acids have excellent moisture retaining properties and produce occlusive films that attract moisture to the skin. The result is healthy, balanced and hydrated skin that will glow and feel softer after the first application.

The combination of premium ingredients used in CollagenFusion™ is precisely formulated to work with the body and be readily absorbed by the skin. Among the most penetrating ingredients used are naturally extracted essential oils. These carefully selected oils are used for their exquisite aromas as well as their health enhancing properties.

Peptides are fascinating cosmetic ingredients with powerful and specific actives. The specially designed, pure biomimetic peptides utilized in CollagenFusion™ act as natural wellness effectors in the physiology of the skin. The CollagenFusionä Premium Skin Care Collection supports the body’s natural defenses against environmental aggression and delays premature signs of aging by healing and improving the appearance of damaged skin as well as other cosmetic challenges. Supported by numerous scientific studies the peptides incorporated in CollagenFusionä are the ultimate solution for specific skin care problems.

Regardless of skin condition, the CollagenFusion™ Premium Skin Care Collection represents the highest achievement in the beauty treatment field that enhances and improves the appearance and condition of the skin without irritation. A distinctively different skin care line designed to increase the general health, well being and vitality of your skin.

The CollagenFusion™ ‘System’

The CollagenFusion™ Premium Skin Care Collection offers a daily system designed to work with the body’s natural systems to replenish, renew, and return the skin to a healthy, youthful state. Each and every product in the CollagenFusionä family contains our proprietary ingredient, Collamin_G®, combined with natural, vegan and organic ingredients. This unique combination creates the most advanced beauty treatment available today. Collamin_Gâ is designed to provide nourishment to support the body’s natural process of collagen regeneration thereby creating tighter, firmer skin and reducing wrinkles and fine lines. Combined with the science, we have developed a skin care line based on botanical derived products. Botanically based products offer numerous advantages for the skin. The skin recognizes, ‘biochemically’, plant derived products better that synthetic chemicals. The result is healthy, balanced and hydrated that is effective on all skin types and in all climates. Used on a daily basis, the skin feels restored, refreshed and renewed. The CollagenFusionä System encourages a step by step program with the use of these products to maximize results.

ITEM 1. DESCRIPTION OF BUSINESS - (continued)

CollagenFusion™ Cleansing Milk

This refreshing cleansing milk gently removes the build up of daily residue and make up, leaving the skin soft and radiant. It will not dry out or strip your face as it cleans, soothes, and conditions the skin. This is the most effective cleanser that successfully enhances the absorption of Serum_G®. Used in the morning and at night.

Cleans away debris, which may block the pores of the skin, which in turn allows the High Potency Serum_Gâ to penetrate the skin.

Contains the revolutionary science of Collamin_G®. With each application, the skin receives essential nutrients, which support the body’s natural process of regeneration.

Used to remove Make Up

CollagenFusion™ Facial Scrub

This micro-exfoliating scrub gently and effectively aids in the removal of the accumulation of dead surface cells, and refines the pores as it brightens and polishes the skin. A more effective result for diminishing wrinkles is ensured when used as an instep treatment with the application of Serum_G®. Use the facial scrub 2 - 3 times per week.

Removes any dead skin cells that may block pores of the skin, which would impede the High Potency Serum_Gâ from penetrating the skin.

Contains the revolutionary science of Collamin_G®. With each application the skin receives essential nutrients which support the body’s natural process of regeneration.

CollagenFusion™ Serum_G®

A high potency serum based on the revolutionary ingredient Collamin_G®. Clinical studies have shown that when used daily, Serum_Gâ reduces the appearance of fine lines and wrinkles and the skin appears tightened. The effectiveness of Collamin_Gâ is based on a formula of ingredients native to the skin that stimulates the skin’s own collagen molecules. The elements of Collamin_Gâ are approximately 200-500 times smaller than the pores of the skin, which means that approximately 200-500 elements penetrate the skin through a single pore at one time. Made from ingredients native to the skin Collamin_Gâ contains nutrients that are essential to support the body’s natural process of collagen regeneration.

Penetrating within the deep layers of the epidermis the nanomolecules release their properties where they can be most effective

Augments skin firmness and elasticity

Collamin_G® combined with Organic Aloe Gel improves skin moisturization and hydration

Enhances skin smoothness and reduction of fine surface lines

CollagenFusion™ Eye Balm

An elegant blend of botanicals and anti-oxidants replenishes, revitalizes and hydrates the delicate under eye area. The texture is creamy and delivers a very fine film to moisturize and soften the under eye area with no pilling or residue. In addition, it may reduce the appearance of puffiness, dark circles, fine lines and wrinkles. Used in the morning and at night following the application of Serum_G®.

Contains the rose essential oil that gives a comforting aroma as well as providing an uplifting and tonifying effect on the micro-circulation of the blood in the under eye area.

Contains the revolutionary science of Collamin_G®. With each application the skin receives essential nutrients which support the body’s natural process of regeneration.

Leaves the eyes feeling ‘awake’ while moisturizing and hydrating the area.

ITEM 1. DESCRIPTION OF BUSINESS - (continued)

CollagenFusion™ Daytime Moisturizer

This ultimate rejuvenating hydrator with natural sun filters, delivers a sustained release of extraordinary moisture into the skin while at the same time creates a sealing barrier on the skin that offers protection from the visible effects of the environment and time. It reduces the appearance of fine lines and wrinkles making beautiful skin a daily reality. Contains botanically based ingredients that acts as a sun-filtering agent.

Contains the revolutionary science of Collamin_G®. With each application the skin receives essential nutrients which support the body’s natural process of regeneration

Contains natural sun filtering agents - Shea Butter, Calendula Wax and Citrus Wax

Effectively accelerates an improvement in skin moisturization and hydration

Provides superior skin soothing properties

Apply over the Serum_G® to face and neck daily

CollagenFusion™ Night Cream

A revolutionary treatment that supplies a mega dose of anti-oxidants, botanicals and vitamins synergistically blended to deeply nourish the skin for new cellular growth and counter balance all free radical reaction that may damage the skin. The Night Cream strengthens firms and encourages cell recovery while you sleep.

Contains the revolutionary science of Collamin_G®. With application the skin receives essential nutrients which support the body’s natural process of regeneration

Contains the rose essential oil for a comforting and relaxing aroma at the end of the day

Nourishes the skin while you sleep

The CollagenFusion™ System offers a step by step program that cleans, exfoliates, treats, moisturizes and hydrates the skin. The uniqueness of the system lies in the science. Collamin_G® is an ingredient, broken into nanomolecules, in each botanically based product. Combining science and nature, the CollagenFusionä System works on top and below the skin to treat the cause of the wrinkles in addition to moisturizing and hydrating the skin. The consumer begins with the Cleansing Milk to clean away any debris and pollutants while cleaning the face. Next comes the Facial Scrub (used 2 or 3 times a week) to clear away any dead skin cells and fully expose the pores. The Serum_G® follows this with maximum penetration into the skin to support the body’s natural regeneration processes. After the Serum_Gâ quickly absorbs, the Daytime Moisturizer with sun filtering agents is applied to moisturize and protect the face. Finally, the Eye Balm is applied to energize and tone the sensitive skin around the eyes. Now they can put on their make-up and face the day. The Night Cream with antioxidants and vitamins is designed to revitalize the skin while sleeping. Our Research and Development Department is working on several other products to compliment the CollagenFusion family of products such as: Facial Mask, Toner, Body Wash and Body Lotion. Using the CollagenFusionä System daily helps dramatically reduce the appearance of fine lines and wrinkles and improves the condition of the skin. The skin appears lifted and restored to a youthful essence.

ITEM 1. DESCRIPTION OF BUSINESS - (continued)

Testing

In two separate studies, Serum_G® was tested on subjects for a test period of 10 weeks. This time frame was decided in order to test the short term and long term effects of using Serum_Gâ daily. Each subject in the tests was required to answer a set of questions daily regarding the effects on the skin around the eyes, mouth, neck, and forehead after applying Serum_Gâ. In addition, there was space available for the subjects to write down comments regarding additional observations after using Serum_Gâ. Over half of the participants had before and after photos taken.

The results of both the Serum_G® test and of the focus groups were valuable and overwhelmingly positive. The study of the absorption of Serum_Gâ and the instant and lasting effect of Serum_Gâ on the appearance of fine lines and wrinkles showed encouraging results.

Many of the subjects noted personal comments regarding the effects of Serum_G®. We identified some of the following key words:

“Thicker Skin”, “It is working”, “Wow”, “I’m impressed”, “More improvement”,

“Wrinkles Less Deep”, “Wrinkles almost gone”, “Feel Younger”, “Wrinkles less

defined” and “Tighter Skin”.

Focus Groups

We commissioned several focus groups of twelve individuals to analyze the six products that make up the CollagenFusion™ Premium Skin Care System. The group consisted of sales representatives from several upscale cosmetic companies, aestheticians, and consumers to try each of the products and provide their feedback on the following - absorption, fragrance, texture and color. The final products that make up the CollagenFusion™ System were all given overall excellent ratings by these professionals and consumers.

Marketing Plan

The goal of the marketing plan is to outline the strategies, tactics and programs that will educate our potential customers to truly understand the uniqueness of the CollagenFusion™ Premium Skin Care Collection. Our Advertising Consultants helped us to determine what market penetration we could expect from the amount of advertising dollars that we are willing to invest based on the information within their market analysis.

The average life expectancy in 1900 was 47 years (Alliance for Aging Research). By 2000, life expectancy had risen to over 77 years (CDC). Total population has grown to over 300 million (US Census Bureau). Along with this growth and life expectancy change, the public has become much more aware of the condition of their bodies. Concern for our physical appearance now takes center stage in our daily routine. Today the Anti-Aging market is booming. The Anti-Aging market is now worth $56 billion dollars (FIND/SV). As the Baby Boomers are entering their 50’s, the high-end cosmetic industry is growing at double-digit rates. This growth includes topical cosmetic applications, cosmetic injections, and cosmetic surgery. Consumers are hungry for products that make them look and feel young and are going to great length and expense to preserve a youthful appearance. With new technologies and discoveries in the cosmetic and health care industry, this generation of Baby Boomers doesn’t expect to look and feel their age. They have a sense of entitlement that they’re going to stay young forever. They are willing and able to pay for products that provides anti-aging benefits. As the President of L’ORÈAL Paris, Carol Hamilton states, “now you have a whole generation who basically believes that they never have to see a wrinkle. This is a powerful movement in the beauty industry.”

ITEM 1. DESCRIPTION OF BUSINESS - (continued)

Marketing Plan - (continued)

More and more consumers are seeking the reduction and removal of the signs of aging while obtaining healthy skin and a healthy image using natural and organic products. The natural and organic industry increased 56% between 2002 and 2006. Within this industry the personal care category reported the strongest growth rate, increasing 18.4% to reach $2.78 billion (Natural Foods Merchandiser). US Consumers continue to demonstrate a growing appetite for natural and organic products (Natural Foods Merchandiser). Consumers are seeking health and wellness qualities from their personal care products. There is a growing trend for health and wellness as the natural and organic movements are spreading from the niche to the mainstream.

Our direct response plan and internet based advertising campaign fits within the overall business plan of controlling all aspects of the CollagenFusion™ Premium Skin Care Collection line of products, from research and development, to manufacturing, warehousing, distribution and direct sales to the customer. We will start with short and long form advertising broadcast nationwide. The ads will educate the consumer to the uniqueness of CollagenFusionä and direct them to an informed sales representative or an Internet site. Utilizing a professional sales team and the internet will allow the consumer to become educated to the unique benefits of using CollagenFusionä, view testimonials and before and after photos, compare CollagenFusionä to existing skin care lines and place an order.

In addition to direct response advertising, CollagenFusion™ will be aggressively promoted via the Internet. We will work with outside professionals to develop, design, and implement a successful eStrategy in order to open up new markets, add in cross sales/up sells, offer new products, form qualified strategic partnerships, and launch an online affiliate solution. The Internet is one of the fastest growing channels for cosmetic products as it is viewed by consumers as ‘quicker and easier’ than a retail store (NPD). 46% of female customers are more likely to purchase products advertised online than if they had seen the same ad in print and 42% of Internet beauty buyers tell friends about the products they have discovered (Forrestor). Today’s consumer is more likely to research, choose and purchase beauty brands online (Forrestor).

This will be followed by regular TV ads to reinforce the message, plus radio and print ads to broaden the base of potential customers and to build product recognition. At each stage, the consumer will be invited to call an 800 number to place an order. Once a targeted level of penetration is achieved, we will add additional distribution and sales through a network of carts in regional malls selling the CollagenFusionä line of anti-aging/anti-wrinkle products. Our commercial message will be updated approximately every 6 months to keep the message fresh. We are continually testing our product line to provide exciting new items to bring to the public.

ITEM 1. DESCRIPTION OF BUSINESS - (continued)

Marketing Plan - (continued)

We have put together a complete team of companies with world-class ability and a proven track record to write, produce and direct the production of our new infomercial; design brochures, newsletters, direct mail, media kits and ad layout and design; research the proper product positioning to create result-oriented media placement, obtain the absolute best time periods and the best rates and placement of advertising and to manufacture the highest quality beauty products on a timely basis. We have contracted with the following companies:

AdMark Communications, Inc.

AdMark Communications – a full service advertising agency specializing in broadcast media, founded in 1975 by Kevin O’ Shaughnessy, has annual billings over 3 million dollars. AdMark builds and maintains personal relationships with our local, regional and national accounts. AdMark’s research media and creative techniques are contemporary, effective and always budget conscience.

Kevin O’Shaughnessy is a consultant for AmerElite and has put together a team to write, produce and direct the infomercial and place the advertising. Marcum Media is doing the advertising placement. Admark will be responsible for the review of the cost and placement of all advertising by Marcum Media and will report directly our management.

Marcum Media, L.L.C.

Marcum Media L.L.C. was founded by Nancy Marcum, a pioneer in the direct response industry since 1984. Marcum Media provides full service Marketing and Media Management to entrepreneurs in the infomercial industry. Marcum has knowledge of product positioning, infomercial production, product selection, telemarketing and fulfillment. This experience in the infomercial industry helps her understand buyer behavior and creates results-oriented media placement. Throughout the past two decades, Nancy and her team have tested thousands of infomercials. Marcum Media has long-standing relationships with national cable networks and broadcast stations and is able to vie for the absolute best time periods and the best rates. In 1984, Nancy Marcum formed Media Arts International and two years later sold the company to a New York Stock Exchange Company and continued to operate the Company as its CEO for 5 years. Nancy Marcum has managed many major accounts throughout her career with numerous accounts having annual budgets between $30,000,000 to $50,000,000. Nancy Marcum has also written a book, Do you want to make a million?,Turn your big idea into a fortune with the power of infomercial marketing. See www.marcummedia.com for additional information.

Creative Intuition

Creative Intuition is a graphic design and marketing communications studio. They create extraordinary results for their clients by providing a superior level of service and by becoming a trusted partner for their creative marketing needs. Creative Intuition was founded by Dorothy Wolden in 1998. After working as an in-house designer for large corporations and as a creative director for a successful marketing firm she started her own firm. She saw a gap in the services provided to small and mid sized businesses. Companies had to pay high prices for good designs or settle for mediocre designs because of budget constraints. Based on her extensive background in graphic design and marketing communications, she felt she could offer these companies the perfect solution - great design without breaking the bank. See www.cistudio.com for additional information. Creative Intuition will help us with our corporate identity and design, and our print and packaging items, such as catalogs, brochures, newsletters, direct mail, media kits, ad layout and design.

ITEM 1. DESCRIPTION OF BUSINESS - (continued)

Inpulse Response Group, Inc.

Inpulse a Phoenix based company is one of the top call centers in the country. They have 3 locations with over 500 seats with nearly 1,000 employees. Inpulse will provide direct marketing response services for the development, administration and implementation of AmerElite’s Direct Response Marketing Campaign. Inpulse has already developed a sales script for their sales representative to use in the selling of the CollagenFusion products. Inpulse will receive inbound telephone calls generated by AmerElite’s advertising and promote and sell the CollagenFusion™ products. Inpulse will also generate outbound telephone calls to AmerElite’s customer’s list to promote and sell the CollagenFusionä Products. Inpulse has already setup a format to transfer customer information to PMA, the fulfillment center.

Professional Marketing Associates

Professional Marketing Associates (PMA) a Phoenix based full service fulfillment center that was established 18 years ago and services more than fifty companies. PMA will ship all orders received from the infomercials or taken from our Internet site. PMA will also provide customer service support for all orders shipped. PMA has already established electronic communications to receive customer orders from the call center, Inpulse. Once PMA charges the customer’s credit card they will process and ship the customer’s order.

Advertising

We have developed a comprehensive direct-response advertising and promotion strategy, which will be implemented. We have contracted outside professional experts, i.e., agencies, to produce our short and long form advertisements, television, and radio and print ads. Through our Public Relations Agency we will remain in constant contact with web sites, newspapers and journals that seek stories about our industry.

Our target market is directed primarily at the 78 million strong Baby Boomer segment of the population (US Census Bureau). Every 8 seconds a boomer turns 50 (AARP). Approximately 77% of the spending in this country is done by people 50 and over (Yankelovich Group) and as a group, people age 50-60 have an annual buying power of over 1 trillion dollars (Business Week online). They’ve also been tabbed the most educated generation in the history of the country. Our direct response ads and Internet campaign will be designed to educate the customer about the efficacy and uniqueness of our products. An educated customer becomes a loyal customer. We will also promote our products through high profile, user friendly web sites, through direct mail, newspapers, radio, television and carts in regional malls. The objective of this aggressive advertising is to educate and excite consumers from our target markets. We believe the direct-response ad together with an effective eStrategy campaign will be the most cost-effective vehicle to establish our projected market share.

Print ads vary in price based on frequency and size. They also vary from market to market. We will depend more on frequency than size

We will build a mailing list based on the response we get from our infomercials. We will add to those lists from direct mail professionals. Once we have sufficient numbers on the list we will begin a monthly direct mail information and advertising newsletter.

ITEM 1. DESCRIPTION OF BUSINESS - (continued)

Advertising - (continued)

Radio pricing strategy not only varies from market to market but also from station to station. Time of day, length of ad, frequency of ad and length of contract all play a part in the costs. We understand all aspects of placing ads and will take the up most care in the selection of when and where to run radio ads.

Television, with its aspects of sight and sound is still the best way to reach the public. Regular 30 second ads will allow us to run ads more frequently and on more than one station at a time. The beginning of every ad campaign, in each new marketplace we enter, will begin with direct response advertisements. We believe this is the best way to educate and excite the consumer.

Using our aggressive approach of reaching our target audience through direct response advertisements and the Internet we believe we can reach most of the public in a very short period of time.

As with any good advertising campaign, our program has flexibility, and we are able to make adjustments as they are needed. This advertising program is based on tried and true principals and we believe this approach will lead AmerElite Solutions Inc. to a successful future.

Competition

The anti-aging industry is booming! The anti-aging market is now worth $56 billion dollars (FIND/SV). The reason is simple – Baby Boomers- have a desire to hold on to their good looks! Boomers are hungry for products that make them look and feel young and are going to great lengths and expense to preserve their youthful appearance. In 2004, over 1 million chemical peels and over 2.8 million Botox injections took place (American Society for Aesthetic Plastic Surgery). This is an increase of 54% and 25% respectively over 2003. Approximately 290,000 men and women underwent eyelid surgery and over 165,000 people had a nose job in 2004 (American Society for Aesthetic Plastic Surgery). Many of these were of the boomer generation. They have money and they are not afraid to spend it. Add to this the more mature generation is living longer and they want to present a nice appearance also. These two groups together give those of us in this industry a lot of opportunities.

While there are hundreds of skin care products in the market today, no one company or product has a significant share of the market. Manufactures have found that most consumers want an in-depth explanation of what this type of product does. Because of this, most companies use direct sales through print or infomercials to reach the public. However, even with the use of cosmeticians upscale department store brands still have trouble breaking into anyone’s top10 list. The products listed below are some of the more successful anti-wrinkle products that are available in this category today. While some offer slightly different ingredients most look to offer products that will hydrate and plump up the skin. Some even try to add collagen to the skin (which experts say is impossible because of the size of the collagen molecule). One even attempts to fool your eyes by filling the wrinkles with nano size prisms to reflect the light away so you can’t see the wrinkle. There is no major competitor that delivers a complete skin wellness experience like the CollagenFusion™ Premium Skin Care Collection. Collamin_G® while Collamin_G® nourishes the body to support the production of new collagen molecules the organic, vegan and plant based ingredients in each CollagenFusionä product work to moisturize, protect and rejuvenate the skin. Nature combined with science gives us an advantage over our competition.

ITEM 1. DESCRIPTION OF BUSINESS - (continued)

Distribution Method

Initially, we have signed a contract with a Phoenix based fulfillment center to ship orders received from the infomercials or taken from our Internet site. The fulfillment center will also provide customer service support for all orders shipped. The fulfillment center has already established electronic communications with the call center to receive the customer orders. The fulfillment center is also electronically connected to our credit card processor for the electronic processing of the payments. Once the fulfillment center charges the customer’s credit card they process and ship the order. As the second phase of the marketing plan is initiated we will sell directly to licensed distributors running carts in major regional malls across the country.

New Product Development

Material Commitments

In 2005 we entered into 4 separate contracts that include an unpaid balance at December 31, 2005 of $112,666. This amount is due in various payments in January and February of 2006. The contracts included the writing, directing and production of an infomercial to sell our products; providing full service marketing and media management to place the infomercial with cable networks; providing graphic design and print for products labels, media kits, catalogs, brochures, newsletters, direct mail; and a consulting contract to oversee and coordinate. These contracts were paid in full in 2006. However one vendor has filed a lawsuit for alleged overtime charges (See Litigation).

Intellectual Property

The Company’s intellectual property includes our proprietary formulas. Our Trade Secret program has been installed to protect these formulas. Trade Secret Agreements have been signed by Officers & Directors, employees, vendors, consultants, and suppliers and manufactures. To protect the formulas to our products and our products’ sales we our relying on a combination of:

·	Trade secret laws

·	Copyright, trademark and trade name laws

·	Confidentially, procedures and agreements

·	Having unique product formulas

ITEM 1. DESCRIPTION OF BUSINESS - (continued)

Intellectual Property - (continued)

The Company has successfully registered the following marks with the United States Patent and Trademark Office:

·	Collamin_G®

Serum_G®

The Company is in the process of applying for registration, being approved for publication, and being published for the following trade names:

·	AmerElite Solutions™

·	Collesence™

·	CollagenFusion™

·	Collagen Glue™

·	Nano Collagen™

·	Efferessence™

Government Regulation

We believe that our business is not subject to material regulation under the laws of the United States or any of the states in which the Company plans to sell its products. Laws and regulations often differ materially between states and within individual states such laws and regulations are subject to amendment and reinterpretation by the agencies charged with their enforcement. Moreover, regulatory requirements are subject to change from time to time and may in the future become more restrictive, thereby making compliance more difficult or expensive or otherwise affecting or restricting the Company’s ability to conduct our business as now conducted or proposed to be conducted.

Research and Development

We are completely committed to the Research and Development necessary to ensure continuous flow of new and improved products to the CollagenFusionä Premium Skin Care Collection. Our team is actively involved in staying on the cusp of today’s evolving skin care market. We are currently working on formulations that include next generation peptides that; provide enzyme equilibrium - needed for a natural, healthy skin appearance, enhance adrenaline lipolytic activity – thereby enabling fatty acid elimination, and tyrosinase inhibition – allows for the control of skin tone.

We recently announced our new product, Baglifter, which utilizes a marine biopolymer and a unique combination of peptides to tense the skin, reduce dark circles and drain fatty acids from under the eyes. Our next product we plan to announce soon is a serum that provides ultra hydration to the protective layer in our skin. This hydro lipid restorer contains the only 100% natural polymer that provides a healthy sheen to the skin. We have several other products that brighten the skin, diminish cellulite, reduces the appearance of varicose veins, treat rosacea and naturally provide a treatment for problem skin. In addition, we have plans to fill out the CollagenFusionä collection with a facial mask, toner, misting spray, body lotion, body wash, shampoo and conditioner.

Employees

Currently, the Company has no employees. The Company has five individuals that work for the Company under consulting arrangements. These consultants include the Officers and Directors and have agreed to provide the Company, its necessary services until such time as the Company obtains its necessary funding. Meanwhile these consultants are receiving the Company’s stock as compensation.

Off Balance Sheet Arrangements

None

ITEM 1. DESCRIPTION OF BUSINESS - (continued)

RISK FACTORS

INVESTING IN THE SHARES OF COMMON STOCK OFFERED IN THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. WE CANNOT ASSURE THAT WE WILL EVER GENERATE REVENUES, DEVELOP OPERATIONS, OR MAKE A PROFIT.

Failure to Properly Manage Growth and Expansion Could Adversely Affect Our Business and Shareholder’s Equity.

We anticipate future growth from existing products and possible growth through newly developed products. This growth will increase the demands on our management, operating systems and internal controls. Consequently, our existing management resources and operational, financial, human and management information systems and controls may be inadequate to support its future operations. We cannot be sure that we will be able to manage our growth successfully. As a result of these concerns, we also cannot be sure that we will be able to grow, or, if we do grow, at what growth rate.

We are a newly formed Business, Have Not Generated Revenues, and May not Generate Significant Revenues for some months.

AmerElite is a developmental stage company. We have not yet generated any substantial revenues, and we can not expect to generate substantial revenues until we have our advertising plan in operation. We cannot assure you when, if ever, our operations will be profitable.

Our proposed operations are subject to all business risks associated with newly formed enterprises that intend to rely on direct response marketing, including the need to make substantial and increasing expenditures for marketing, research and development.

Our potential success must be considered in light of the problems, expenses, difficulties, complications and delays, frequently encountered in connection with the competitive environment in which we operate. We expect that our profitability if any will result from (a) increased revenues from sales; (b) increased consumer demand and (c) development of new products. As with most new businesses, it may be difficult for us to generate revenues and profits in the future.

ITEM 1. DESCRIPTION OF BUSINESS - (continued)

RISK FACTORS - (continued)

Our Business and Financial Results Cannot be predicted, and will Vary from Expectations.

We expect that our results will vary significantly in the future due to a number of reasons, including:

Our ability to establish acceptance and usage of our products,

Our ability to contract with competent manufactures and appropriate retailers,

Costs related to future growth and capital investments

Results of strategic agreements with companies that supply and product our products,

Our ability to attract, retain and motivate qualify personnel

We will be Operating in a Highly Competitive Direct Response Marketing and Retail Environment.

We are aware of many competitors to our skin care collection, many of which are more, established and have significantly more financial resources than we do. Our success in this industry is largely dependent on our ability to educate the consumer as to why our product is better than our competition and establish the consumer’s need for the products. Our ability to compete effectively in this industry also depends on our ability to be competitive in pricing, servicing and performance.

Loss of Key Management Personnel Could Adversely Affect Our Business

Our success depends largely on the skills of certain key management personnel. The loss of one or more members of our key management team may materially and adversely affect its business, financial condition, and results of operations. We particularly depend on our principal executive officers, Robert L. Knapp and Courtney Knapp. We intend on obtaining, but presently we do not have any key man insurance.

Dependence on Advertising and Marketing Firms.

AmerElite has entered into a contract with a certain advertising representative firm. We will require aggressive efforts in placing quality advertisements for the budgeted price that will reach the expected number of consumers. There is no guarantee that we will be able to obtain optimal advertising placement at our projected budget.

Failures or Lack of Reliability in Our Products Could Result in Loss of Business.

Only a limited amount of our products have been sold and used here in the United States. Among other risks:

Our products may fail to provide the expected results,

We may experience limited availability of quality ingredients for manufacturing

We may experience poor quality manufacturing

Our products may have new competition from other companies attempting to duplicate our formulas.

Our customers could experience results different from our test results

ITEM 1. DESCRIPTION OF BUSINESS - (continued)

RISK FACTORS - (continued)

Dependence on Independent Operators Operating Retail Outlets for Our Products.

The success of our cart program in regional malls is dependent on signing license agreements with owner/operators. The cart program is also dependent on the independent owner operators signing lease agreements with the malls. For us to continue a long-term relation with the owner/operators, the owner/operators have to be successful. It is our intention to help the owner/operators be successful. If such owner/operators are ultimately not successful, we will need to replace the owner/operators to continue to maintain our retail outlets. There is no assurance our owner/operators will be successful or that we can replace unsuccessful owner/operators with adequate replacements.

Current and Potential Competition.

The retail industry for skin care products is tremendous. If we are unable to educate the public through our infomercials, TV, radio and newspaper advertisements that our products are more beneficial to our customers, we may not successfully compete with others with greater financial resources and more established name recognition.

Control by Management.

Currently one of our officers and directors owns 26.0% of the outstanding common shares. Together with his immediate family, the family controls 44.14%. This officer with his family may be able to elect virtually all of the directors and control all operations of AmerElite Solutions, Inc.

Risks Relating to Patents, Copyrights, Trademarks, and Trade names.

We believe that trade names, trademarks, and copyrights that we purchased will be increasingly important to us. Applications will be filed to register additional trade names, trademarks and copyrights for products we will sell. We will also institute an internal program to have all employees, consultant and vendors sign a Confidential Information and Trade Agreement. We are in the process of registering for state, federal and foreign protection for trade names, trademarks and copyrights and continue with the Company’s Trade Secret program. Enforcing trade names, trademarks and copyrights against infringements, or defending against claims of infringement by others, can be time-consuming and expensive. Given our current stage of development, enforcing such claims could be cost-prohibitive to us.

If We are Unable to Protect Our Intellectual Property, Our Business Could Suffer.

Our future sales and expansion into additional markets will depend heavily upon our products that have been developed and upon products that are currently being developed. Our Trade Secret program is currently being instituted to protect our proprietary formulas and these formulas are always at risk. There is no assurance you that we can adequately protect this intellectual property. If we fail to protect our intellectual property, we may lose any competitive advantage over our competitors, and our business could suffer.

ITEM 1. DESCRIPTION OF BUSINESS - (continued)

RISK FACTORS - (continued)

To protect the formulas to our products and our products’ sales we may rely on a combination of:

·	Trade secret laws,

·	Copyright, trademark and trade name laws,

·	Confidentiality procedures and agreements,

·	Having unique product formulas.

These methods of protection may not be adequate to protect against using our technology and business methods. Accordingly, we cannot assure you that we will be able to maintain the advantage associated with our business methods, services or competitive features.

Despite our efforts to formally protect our intellectual property and keep information confidential, we may not be able to protect and use our intellectual property. We may not be able to protect our formulations because:

·	Even if issued, new patents, trademarks, trade name or copyright registration may be challenged, invalidated or designed around.

·	We may not be granted adequate protection for our products, formulations and processes and parts of our technology may be found to be unable to be registered.

·	Time-consuming and costly litigation may be necessary to protect the Company’s proprietary technologies.

·	Policing unauthorized use of our intellectual property may be difficult and expensive.

·	Competitors may independently develop similar technology or design around our intellectual property.

Third Parties May Prevent Us From Developing or Using Intellectual Property.

We may not be able to use the intellectual property or further develop our business because of third parties. We cannot assure you that third parties will not in the future claim infringement by us with respect to the current or future products. These claims of infringement, whether successful or not, could seriously harm our business, or results of operations.

Third parties:

·	May bring claims of copyright, trade name or trademark infringement against us,

·	May obtain patents or other intellectual property rights which may limit our ability to use certain technologies or require us to license or cross license technology, or

·	May bring costly, time-consuming lawsuits.

We are not aware of any issued patents that cover formulations similar to the formulations in the products we have developed.

The Common Stock is Offered and Sold on a Private Basis, and has no Established Market.

In order to satisfy the requirements of the exemptions from registration under the ACT and applicable state securities laws, each investor must acquire the Common Stock for investment purposes only and not with a view towards distribution. There is currently no significant market for our Common Stock and there is no guarantee that any such market will develop in the future.

ITEM 1. DESCRIPTION OF BUSINESS - (continued)

RISK FACTORS - (continued)

Purchasers Must be Willing to Hold the Common Stock Indefinitely, and May Not be Able to Liquidate the Shares.

An investment in the Common Stock could be long-term and non-liquid. As discussed above, the common stock will not be registered under the Securities Act or any foreign or state securities laws by reason of exemptions from such registration that depend in part on the investment of the investors. Prospective investors must represent in writing that they are purchasing the Common Stock:

·	For their own account

·	For long term investment, and

·	Not with a view toward resale or distribution.

Earnings Needed for Expansion.

We intend to retain most future earnings, net of dividends that may be paid on common stock, to fund the operation and expansion. We may not generate profits and that will not permit us to pay cash dividends on our common shares.

Government Regulation and Legal Uncertainties Could Adversely Affect the Company’s Business.

We believe that our business is not subject to material regulation under the laws of the United States or any of the states in which it plans to sell its products. Laws and regulations often differ materially between states and within individual states such laws and regulations are subject to amendment and reinterpretation by the agencies charged with their enforcement. If we become subject to any licensing or regulatory requirements, the failure to comply with any such requirements could lead to a revocation, suspension or loss of licensing status, termination of contracts and legal and administrative enforcement actions. We cannot be sure that a review of our current and proposed operations will not result in a determination that could materially and adversely affect our business, results of operations and financial condition. Moreover, regulatory requirements are subject to change from time to time and may in the future become more restrictive, thereby making compliance more difficult or expensive or otherwise affecting or restricting our ability to conduct our business as now conducted or proposed to be conducted.

Absence of Public Market for Our Common Stock Creates Uncertainty in Liquidity and in Market Price.

While we have engaged a Securities attorney to prepare a Form 10 to include our audited financial statements to request approval from the Securities & Exchange Commission to qualify for trading on the Bulletin Board Exchange. No assurance can be given that such application will be approved or, if approved, it is uncertain that an active public trading market will develop. A public market for our common stock may not develop or be sustained in the future even if we issue equity securities publicly.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under “Offering Memorandum Summary,” “Risk Factors,” “Management,” “Company,” and elsewhere in this Memorandum constitute forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause our or 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 such forward-looking statements. Such factors include, among others; those listed under “Risk Factors” and elsewhere in this Memorandum.

In some cases, forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of such terms or other comparable terminology.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

With the exception of historical facts stated herein, the matters discussed in this report are "forward looking" statements that involve risks and uncertainties that could cause actual results to differ materially from projected results. Such "forward looking" statements include, but are not necessarily limited to, statements regarding anticipated levels of future revenues and earnings from our operations. Readers of this report are cautioned not to put undue reliance on "forward looking" statements, which are, by their nature, uncertain as reliable indicators of future performance. We disclaim any intent or obligation to publicly update these "forward looking" statements, whether as a result of new information, future events, or otherwise. In addition the uncertainties include, but are not limited to, competitive conditions involving our markets.

AmerElite Solutions, Inc. is a development stage company with limited operations and revenues to date, limited financial backing and its assets are predominately intangible. Our plan of operations is to establish ourselves as a company that will develop, manufacture, market and sell the CollagenFusion™ Premium Skin Care Collection. Distribution will initially be based on direct response and Internet based advertising campaign. As a follow up, we plan to introduce CollagenFusion on a kiosk program in high traffic, regional shopping centers across the country. We are planning to target the rapidly growing baby boomers generation offering a full spectrum of skin care products designed to naturally improve skin wellness and provide anti-aging properties. These markets continue to expand with double-digit annual growth.

Our business objectives are:

To educate current and future consumers of anti aging products that balanced, healthy skin comes from proper nutrition that can be obtained by using CollagenFusionä.

Transform the current mindset of the anti-aging consumer from ‘negative’ and ‘fear driven’ to ‘positive’ and ‘hope driven’.

Develop a mall based kiosk program providing a retail outlet for consumer’s to purchase CollagenFusionä.

Develop a regional and national network of distributors.

Develop and market a complete skin care system based on plant based, natural ingredients and modern science to improve skin wellness.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION - (continued)

Our goals over the next 12 months:

Launch a national advertising campaign using television, Internet, radio, print media and a direct mail program.

Infuse new products to the CollagenFusionä skin care collection.

Introduce CollagenFusionä in day spas and med-spas.

Launch a regional distributor network program.

Expand distribution of the Collagen Fusionä products through a mall based Kiosk sales program in regional malls.

During the first stages of AmerElite’s growth, our officers and directors will provide the majority of all the labor required to execute our business plan. The officers, directors and a key consultant have agreed to take the company’s restricted common stock in lieu of any monetary compensation. Since we intend to operate with very limited administrative support, the officers and directors have contracted with industry experts in order to produce and market our direct-response advertisements and Internet sales sites. In order to fully execute the business management will need to hire 2-3 part time workers to handle order confirmation, customer support and accounting.

During the first year of operations, we will rely on third party’s to properly analyze and select the necessary time slots, channels and regions in which to air our short and long form advertising. In addition, we will contract with an outside expert to develop a comprehensive Internet eStrategy to capitalize of one of the fastest growing channels for cosmetic products. At present, we have no plans to market our products outside of the United States. Statistics show that Americans plan to spend an estimated $4 billion on anti-aging products over the coming year. In addition, US consumers continue to demonstrate a growing demand for natural and organic products.

Activities to date:

In May 2005 AmerElite Solutions, Inc. purchased our intellectual property – the anti-aging ingredient we have named Collamin_G®. This ingredient became the basis for our first product Serum_G®. We conducted two separate studies to determine the efficacy of our anti-aging serum. Over half of the participants volunteered to have before and after photos taken over the test period. Participants in each of the studies were asked to fill out a subjective questionnaire daily in which they answered questions and were encouraged to write additional comments regarding the effects that resulted from using Serum_Gâ twice a day. The questions they were asked to respond to daily were:

In the morning, before using Serum_G® formula, subject would examine the area of skin beneath her/his right eye and circle the corresponding scale.

·	No wrinkles under my right eye

·	Skin is slightly wrinkled under my right eye

·	Skin is wrinkled under my right eye

·	Skin is much wrinkled under my right eye

·	Skin is very much wrinkled under my right eye

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION - (continued)

Activities to date - (continued)

After the morning shower, while the skin is clean and dry, subjects applied Serum_G®. After it dried, subjects were asked to identify the level of wrinkles underneath the right eye in the same light and mirror and record the effect on the following scale:

No change of wrinkles on the test area

Less wrinkles on the test area

Much less wrinkles on the test area

Very much less wrinkles on the test area

Wrinkles removed on the test area

After the first two test groups completed their test period and the results were analyzed we contracted with a manufacturing firm based in Phoenix, AZ to produce a full line of skin care products. An initial set of samples was produced in order to obtain feedback on the quality of each product. We commissioned several focus groups comprised of cosmetologists, aestheticians and consumers. Each of the individuals was presented product samples and then asked to evaluate and respond to the following:

Absorption

Fragrance

Texture

Color

For each of the samples the individuals gave each a rating of 1-5 with 1 = poor and 5 = excellent. Following the sample evaluation we held an open discussion on the following subjects:

Customer likes and dislikes

Customer wants and needs

Male consumer vs. Female consumer

Packaging

Labels

Appropriate size or volume of products

What products do you need to start

Price points

Samples

Product Line Name

Individual Product Name

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION - (continued)

Activities to date - (continued)

In addition to the focus groups we contracted with a Graphic Design firm based in Phoenix, AZ. The Graphic Design Company was contracted to design the company logo, develop a tagline/slogan, design product labels, and marketing material. We secured the domain name www.collagenfusion.com for our e-commerce web site www.amerelitesolutions.com for our company web site. Web designers were contracted to design each web page. Both sites are currently active.

In January 2007 we manufactured 6 products for the CollagenFusion™ Premium Skin Care Collection. In February 2007 we opened a kiosk in a local regional shopping center to run a market test and gain additional feedback regarding the products and price points. In March 2007 we contracted with a local company to run short features on Saturday mornings on a local TV station. We ran four different offers featuring various combinations of CollagenFusionä products at four price points.

Results:

These positive responses have had a direct effect on the message that we are conveying to our target market. The before and after photos that were taken are not retouched and show a significant improvement in the skin around the eyes. These photos have also been used in our marketing materials, and promotional videos. Several participants have given testimonials as to the results of using Serum_G® and have signed affidavits verifying the validity of such statements.

The series of focus groups that were commissioned produced input that led to the manufacture of 6 products that make up the CollagenFusion™ Premium Skin Care Collection. The final evaluation by the focus groups produced ratings of 4 (very good) and 5 (excellent) for each of the products. The overall consensus based was we had an excellent product line with each of the products scoring high on Absorption, Fragrance, Texture and Color.

Our focus group did identify that customers are more savvy and care more than ever about the condition of their skin and maintaining a youthful appearance. Today’s customer is looking for quality products, natural products that deliver maximum results in minimum time. The group also noted that it is important to educate the customer. A range of individual product prices and container sizes were discussed.

Through input provided by the focus group our Graphic Design firm created a logo that is intended to help brand CollagenFusion™. The firm used a clean, simple ‘natural’ color scheme in the design of the product labels. They also created marketing materials that we currently use to promote the product. Our web sites have adopted the logo, color scheme and marketing message that were created by the design firm. Our e-commerce web site, www.collagenfusion.com, is active and currently able to receive orders.

We believe that the CollagenFusionä Premium Skin Care Collection is a spa quality product that meets the current and future skin care requirements of today’s consumer. In preparation of implementing our business plan, AmerElite is currently under contract with professional media buyers, advertising specialists, a direct response sales force, a full service fulfillment center, customer service support and a professional graphic designer.

Milestones:

The following is a chronological itemization of the milestones we hope to achieve over the next 12 months. We are currently only a month away from the first month of these milestones as noted below.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION - (continued)

Milestones - (continued)

October – December 2007:

AmerElite plans to produce and test market short and long form, direct response advertorials that will direct the consumer to an informed sales representative in our contracted call center or to the Company’s Internet site. The Company will work with our contracted media agency to negotiate and finalize commercial strategy to purchase time slots for media buys. AmerElite will write and implement scripts for the training program for the informed sales representatives in the call center. We will also implement the required instructions to connect and transfer sale order information from the call center to the fulfillment warehouse. The Company will develop and implement the customer service-training program for the customer service representatives in the Fulfillment Center. AmerElite will review rates and costs and finalize the criteria for shipping with the Fulfillment Center. The Company will also finalize all of the terms and conditions of the contract with the Credit Card Processor. Additionally, we will complete the interface from the Fulfillment Center to the Credit Card Processor. In addition, we will finalize all requirements between the Company’s bank and the Credit Card Processor for the direct deposit of funds into the Company’s bank account. The Company currently has finish goods in inventory for six Collagen Fusionä products. We will provide purchase orders to our manufacture for the manufacture of our new product, Baglifter. AmerElite will locate and begin signing contracts with Med-Spa’s to sell the Collagen Fusionä premium skin care collection of products. The Company will update both its Company web page and its Product web page to educate, demonstrate and accept orders for the Collagen Fusionä products.

January – March 2008:

AmerElite will launch the Collagen Fusionä line of products using its advertisements featuring its newest product, Baglifter. The Company will monitor the results of these advertisements, based on time it was aired, the network on which it was aired, and the cost vs. the results. The results of the Call Center will be monitored and number of orders taken will be analyzed. The orders taken at the Call Center will be reconciled to the orders received and shipped by the Fulfillment Center. The presentation of the scripts presented to the incoming callers will be monitored and additional training will be implemented where necessary. The Fulfillment Center’s customer service representatives will also be monitored and additional training will be implemented where necessary. The costs of the Fulfillment Center’s shipping charges will be analyzed for additional cost reductions. The Fulfillment Center’s charges to the Company will reconcile to the number of shipments processed and the terms of the contract. The Fulfillment Center’s sales price of products shipped to our customers will be reconciled to the credit card processor’s collections and deposits into the Company’s bank account. The inventory in the Fulfillment Center will be reconciled to the inventory delivered, the inventory shipped and beginning and ending balances. The charges of the credit card processor will be reconciled to the product income and the terms of the contract. The Product-Manufacturing Schedule will be maintained and analyzed to place “ON TIME” purchase orders with the Company’s manufacture, so that the Fulfillment center will always have product to ship.

April – June 2008:

The Company will introduce several new products, one product is designed to diminish cellulite, another to diminish varicose veins and yet another product will address skin tone. During this time we also plan to launch a regional distributor network program. We will continue to expand and sign more contracts in the Med-Spa program. In the skin care industry sales fluctuate from month to month and season to season. The sales volume in our direct response-marketing program will be different in the months of April through June than the sales volume in the 1^st quarter of 2008. Therefore, the Company will continue to work with our contract media agency to monitor and adjust the commercial strategy for the purchase times and the number of slots for the media buys. AmerElite will continue to perform all of the internal control procedures with the Call Center, Fulfillment Center and the Credit Card Processor that were done in the previous quarter. We will introduce a regional distributor program.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION - (continued)

Milestones - (continued)

July – September 2008:

AmerElite will introduce several other new products to compliment the Collagen Fusionä family of products such as Facial Mask, Toner, Body Wash and Body Lotion. The Company will finalize plans to expand distribution of the Collagen Fusion products through a mall based Kiosk sales program in regional malls. This Kiosk program to be launched in January 2009. Additionally, we will develop print, radio and direct mail advertising campaigns to support the launch of the Kiosk program. We will continue to promote the new products that were launched during the April through June quarter; one product designed to diminish cellulite, another to diminish varicose veins and the other product will address skin tone. The sales volume in the months July through September 2008 will be different than the sales volume for either the January through March quarter or the April through June quarter. Again the Company will continue working with our contract media agency to analyze and adjust the commercial strategy for the purchase of the media buy. AmerElite will continue to perform all of the internal control procedures outlined in the January – March quarter. We will begin to expand our regional distributor program to a national distributor program.

Results of Operations:

The six months ended June 30, 2007 included our first months of sales. In January 2007 we had 6 products manufactured for the CollagenFusionä Premium Skin Care Collection. In February 2007 we opened a kiosk in a local regional shopping center to run a 90-day market test and gain additional feedback regarding the products and price points. In March 2007 we contracted with a local company to run short features on Saturday mornings on a local TV station. We ran four different offers featuring various combinations of CollagenFusionä products at four price points. Sales for the six months ending June 30, 2007 totaled $15,054. Cost of goods for the six months ended June 30, 2007 were $3,029. The total Operating Expenses for June 30, 2007 were $298,796. These expenses were comprised of $133,604 for salaries & wages; $91,800 for professional and consulting fees; $27,904 for advertising and marketing fees, and $45,488 for all other general and administrative expenses. Of the total $298,796 in operating expenses, $175,000 of these expenses were paid by the issuance of the Company’s stock in lieu of cash. Included in the salaries & wages was $120,000 in administrative costs and $13,604 on wages for sales. The professional fees and consulting fees include professional fees of $25,300 for legal and accounting and consulting fees of $66,500 for three (3) different businesses and financial consultants. The marketing and advertising expense of $ 27,904, includes $14,880 for the cost of producing and running local TV ads; $10,302 for advertising in two (2) local magazines over a four (4) month period; costs of $1,716 for product brochures and $1,005 for classified advertising. Over half of the 45,488 in other G&A expenses were for rental expenses for the Company’s administrative office and the retail sales location. With a Gross Profit of $12,025 and operating expenses totaling $298,796 the Company had a loss from operations in the six months ending June 30, 2007 of $286,796.

The controlling interest in the Company was sold in May 2005 and under the present ownership the Company purchased on May 11, 2005, Collamin_Gâ, a newly discovered anti wrinkle product, which is the proprietary ingredient for the Collagen Fusionä Skin Care Collection of products. After the purchase of the Collamin_Gâ ingredient the Company spent the remaining months of 2005 and 2006 developing and testing the initial six (6) products of the CollagenFusionä Collection of products. The only revenue of the Company in 2006 and 2005 was interest income from the 6% Notes of the Contracts Receivable from the sale of the Company’s stock.

The total operating expenses for 2006 and 2005 were $734,505 and 718,769 respectively. Included in the 2006 Operating expenses were $238,577 in salaries & wages; $157,169 in Professional fees; $15,750 in investor relation expenses; $80,000 in Product Development expenses; $40,860 in Marketing expenses and Other General & Administrative expenses of $202,146. The salaries & wages include $88,577 to the firm’s employees and $150,000, which was paid with Company’s stock to the two (2) Officers & Directors in lieu of cash. The Professional fees include legal fees that were paid to four (4) separate firms. The Company utilizes separate Law Firms based on their specific legal expertise for securities, trade name registration, advertising/FTC and another for general legal representation. Also in the Professional fees were CPA fees and $100,000 in fees for business & financial consulting which was paid with the Company’s stock in lieu of cash. The Product Development expenses of $80,000 were paid to two individuals with the Company’s stock in lieu of cash. The marketing expenses of $40,860 were paid to six (6) different entities in connection with the production of the Company’s TV commercials. These expenses were all paid with the Company’s stock in lieu of cash.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION - (continued)

Results of Operations - (continued)

Included in the 2005 operating expenses were $157,518 in salaries & wages; $85,725 in professional fees; $386,922 in investor’s relation expenses and other general & administrative expenses of $88,604. The salaries & wages include $31,018 to the firm’s employees and $126,500 which was paid with the Company’s stock to various employees including two (2) Officers & Directors in lieu of cash. The professional fees include legal, accounting and business and financial consulting fees. $50,000 of the expenses for business & financial consulting fees were paid with the Company’s stock in lieu of cash. $384,000 of the investor relations expense were paid with the Company’s stock in lieu of cash.

The Company products were still in the developmental stages in 2006 & 2005 thus there was no revenues from sales. The only revenue was interest income of $23,580 and $9,478 respectively. Therefore, the operating expenses for running the company and developing the products resulted in Losses from Continuing Operations in 2006 & 2005 of $710,922 and $709,291 respectively. As reported in Related Transactions, prior to the current management’s ownership, the prior controlling shareholder in 2005 purchased the Company’s wholly owned subsidiary, which resulted in a Gain on Sale of $3,437 to the Company and was reported as an Extraordinary item on the Company’s financial statements. With an income tax benefit of $860 from this transaction the net loss for 2005 was $ 704,994.

Liquidity and Capital Resources:

As of June 30, 2007 AmerElite Solutions, Inc. had a cash balance of $4,359. Currently, the Company has no employees. The Company has five (5) individuals including the two (2) Officers and Directors that work for the Company under consulting arrangements. These consultants have agreed to provide the Company with administrative, financial and product development services until such time as the Company obtains its necessary funding. These five (5) consultants receive the Company’s stock as compensation in lieu of cash.

AmerElite anticipates a small source of liquidity during the upcoming 12 months will be derived from proceeds generated from the sales of our products. The Company’s management plans to raise the majority of the capital needed by borrowing funds and/or offering shares of its common stock, $.00125 par value, on a best efforts to accredited investors only, pursuant to the exemptions from registration in Section 4 (2) and Regulation D adopted under the Securities Act of 1933 as amended. However, there is no assurance that financing will be available on reasonable terms or at all. AmerElite Solutions intends to use its working capital principally to purchase inventory, fund media advertising and fund the Company’s overhead and operating costs.

ITEM 3. DESCRIPTION OF PROPERTY

In May 2006 we entered into a lease for our corporate office located at 3138 W. Clarendon, Phoenix, Arizona under an operating lease expiring in July 2007. The Company has extended this operating lease until January 31, 2008.

The Company has no present intention to invest in first or second mortgages, securities of companies primarily engaged in real estate activities, or interests in real estate investment trusts or real estate limited partnerships. However, the Company's board of directors is not precluded in the future from participating in such investments.

ITEM 3. DESCRIPTION OF PROPERTY - (continued)

The Company currently has no limitations on the percentage of assets which may be invested in any one investment or the type of securities or investments it may buy. However, the board of directors in its discretion may set policies without a vote of the Company's securities holders regarding the percentage of assets which may be invested in any one investment, or type of investment. The Company's current policy is to evaluate each investment based on its potential capital return to the Company on a relatively short-term basis. Furthermore, the Company does not plan to enter into the business of originating, servicing or warehousing mortgages or deeds of trust, except as may be incidental to its primary purpose of acquiring and renting real estate.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth the ownership, as of September 15, 2007, of our common stock (a) by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, and (b) by each of our directors, by all executive officers and our directors as a group. To the best of our knowledge, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted.

Security Ownership of Certain Beneficial Owners

Name and Address of Beneficial Owner	Amount & Type of Stock	Percentage of Class
Robert L. Knapp 3138 W. Clarendon Phoenix, AZ 85017	Common Stock: 1,619,150 shares Preferred Stock: 400,000 shares	18.68% 72.73%
Courtney Knapp 3138 W. Clarendon Phoenix, AZ 85017	Common Stock: 349,500 Preferred Stock: 100,000	4.03% 18.18%
GR Hanby Co., Inc. 16845 N. 29^th Ave. #624 Phoenix, AZ 85053	Common Stock 766,850	8.85%
William O’Neal 9828 N. Fireridge Trail Fountain Hills, AZ 85268	Common Stock 500,000	5.77%
Oakpoint Distributors, Inc. 3217 E. Shea Blvd #306 Phoenix, AZ 85028	Common Stock 1,762,887	20.34%

All directors and officers as a group	1,968,650	22.72%
Total Outstanding	8,665,247	100.00%

Notes to the table:

(1)

Pursuant to Rule 13-d-3 under the Securities Exchange Act of 1934, as amended, beneficial ownership of a security consists of sole or shared voting power (including the power to vote or direct the voting) and/or sole or shared investment power (including the power to dispose or direct the disposition) with respect to a security whether through a contract, arrangement, understanding, relationship or otherwise. Unless otherwise indicated, each person indicated above has sole power to vote, or dispose or direct the disposition of all shares beneficially owned.

(2)	This table is based upon information obtained from our stock records. We believe that each shareholder named in the above table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned.

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our Bylaws provide that we must have at least one director. Each director will serve until our next annual shareholder meeting, to be held sixty days after the close of the fiscal year, or until a successor is elected who accepts the position. Directors are elected for one-year terms. Our Board of Directors may elect our officers at any regular or special meeting of the Board of Directors.

Vacancies may be filled by a majority vote of the remaining directors then in office. Our directors and executive officers are as follows:

Name	Age	Position
Robert L. Knapp	38	Director/President
Courtney Knapp	35	Director/Vice President

Family Relationships.

Robert L. Knapp and Courtney Knapp are brother and sister

Legal Proceedings.

No officer, director, or persons nominated for such positions and no promoter or significant employee of our Company has been involved in legal proceedings that would be material to an evaluation of our management.

Promoters and Control Persons

Robert L. Knapp and Courtney Knapp may be considered control persons of the Company within the meaning of the rules promulgated under the Securities Act of 1933, as amended, by virtue of their respective share ownership, their ability to influence the activities of the Company, and their respective positions of Director/President and Director/Vice President of the Company.

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS - (continued)

Promoters and Control Persons - (continued)

Rob Knapp, President/Director

Rob Knapp, Age 38, President and Director of AmerElite Solutions, Inc. obtained a bachelor degree from Michigan State University. After graduating Mr. Knapp held several positions of increased responsibility with Allen-Bradley, a division of Rockwell International. During his tenure with Allen-Bradley Mr. Knapp was responsible for designing custom packaged products before being promoted to a position as engineering specialist for national accounts.

Mr. Knapp accepted a position as VP of Operations for a chain of retail stores. He was responsible for implementing a point of sale inventory control software and hardware package in all of the chains retail operations. This implementation resulted in a 5% increase in profitability. He oversaw the expansion and build out of 3 stores in 2 years which increased sales revenue by 15%. Mr. Knapp was responsible for the development of e commerce sales for the company and implemented a preferred customer-marketing program that resulted in a 7% sales increase the first year.

Prior to becoming President and CEO of AmerElite Solutions, Mr. Knapp was an Executive Vice President for a company that ran specialty retail programs in regional malls nationally. With the specialty retail sales season no more than 3 months, inventory replenishment was vital to maximizing sales. Mr. Knapp coordinated the implementation of a point of sales system that automatically downloaded sales nightly, collected credit card sales in order to minimize receivables and was the basis for automatic reorders. In turn, he worked with a third party software company to develop a back office inventory control system that would prioritize and automatically generate reorders to ship replenishment product to over 120 sites up to five times a week. This on site and back office system helped to grow the company from 13 locations to 120 locations that generated over 10 million dollars in retail sales in a four-month period. Mr. Knapp also developed training programs for licensed operators, established a logistics program that stream-lined the opening of over 120 locations in 4 weeks and developed a 24 hour, 7 day a week customer support program for licensed dealers.

Courtney Knapp, Director/Vice President

Courtney Knapp, Age 35, Director & Vice President of AmerElite Solutions, graduated from Michigan State University with a Bachelor of Arts in Business Administration, Materials and Logistics Management. She went to work in Commercial Real Estate in some of Chicago’s premier office properties. Managing both historical and modern properties she was responsible for the budget development, management and reporting, construction and maintenance projects, contract management and tenant relations. After this commercial real estate experience, Ms. Knapp went to work for a company that ran specialty retail programs across the country. She was responsible for national and international product procurement, purchasing and product development. She worked internationally to develop new items for the company. Ms. Knapp traveled to China to source a manufacturing facility and negotiated pricing and terms for product manufacturing.

Ms. Knapp has been actively involved with the development and implementation of a number of corporate web sites for several different companies. She has set up e-commerce sites and coordinated with outside professionals to strategically and successfully market these sites via search engines and email campaigns. Ms. Knapp recently designed and developed web sites for two publicly traded companies. Over the last 12 months she has written product testing protocols for AmerElite Solutions, assisted in writing and posting AmerElite’s news releases, manufactured the company’s intellectual property, Collamin_G, and assisted in the development, texture, fragrance and color of the CollagenFusion product line. She brings her experience with e-commerce, web site development and Internet marketing as well as product development and procurement to AmerElite Solutions.

ITEM 6. EXECUTIVE COMPENSATION

No compensation in excess of $120,000 was awarded to, earned by, or paid to any executive officer of AmerElite Solutions, Inc. during the years 2006, 2005, and 2004. The following table and the accompanying notes provide summary information for each of the last three fiscal years concerning cash and non-cash compensation paid or accrued by Robert L. Knapp, our President and Director, and Courtney Knapp, our Vice President and Director.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Robert L. Knapp	2004 2005 2006	N/A -0- 1,154	N/A -0- -0-	N/A 120,000 120,000	N/A -0- -0-	N/A -0- -0-	N/A -0- -0-	N/A -0- -0-	N/A 120,000 121,154
Courtney Knapp	2004 2005 2006	N/A -0- 1,384	N/A -0- -0-	N/A 18,000 30,000	N/A -0- -0-	N/A -0- -0-	N/A -0- -0-	N/A -0- -0-	N/A 18,000 31,384

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On March 10, 2005, previous to the new controlling shareholder’s ownership in May 2005, PYC Corp. (Phillip Young, Pres.) purchased the Company’s wholly owned subsidiary for $50,000. This purchase was paid by a Note secured by 100,000 shares of the Company’s common stock. As of December 31, 2005 this Note was paid in full.

Also, in May of 2005 PYC Corp. (Phillip Young, President)_sold its majority shareholder position to Robert L. Knapp, retaining four (4) % interest in the Company.

On May 11 2005, Robert L. Knapp sold to the Company an anti-aging/anti-wrinkle skin care product known as Collamin_G and all associated items in exchange for 800,000 shares of the Company’s common stock.

On May 18, 2005, Robert L. Knapp gifted 62,500 shares of his common stock to his sister Courtney J. Knapp, 25,000 shares of common stock to his sister Stephanie L. Knapp, 15,000 shares of common stock to his minor son, Dillon J. Knapp and 15,000 shares of common stock to his minor son Alec R. Knapp.

On June 4, 2007, Robert L. Knapp gifted 766,850 shares of his common stock to G.R. Hanby Co. Inc., a Nevada Corporation, owned by his sister Stephanie L. Knapp.

On July 24, 2007, Robert L. Knapp gifted 150,000 shares of his common stock to his minor son, Dillon J. Knapp and 150,000 shares of common stock to his minor son, Alec R. Knapp.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - (continued)

ROBERT KNAPP

COMMON STOCK

5-11-05	Purchased shares from PYC Corp in private transaction	1,800,000
5-11-05	Received stock from Company for sale of Collamin_G @ $.50 per share	800,000
1-26-06	Received stock from Company for services provided in 2005 @ $.60per share	200,000
7-17-06	Received stock from Company for services provided 1-1-06 to 6-30-06 @ $.30	200,000
7-24-07	Received stock from Company for services provided 1-1-07 to 6-30-07 @ $.10	500,000

PREFERRED STOCK

2-20-07	Received stock from Company for services provided 7-1-06 to 12-31-06 @ $.30	200,000
7-24-07	Received stock from Company for services provided 1-1-07 to 6-30-07 @ $.10	200,000

COURTNEY KNAPP

COMMON STOCK

5-18-05	Received stock as gift from her brother Robert Knapp	62,500
7-19-05	Purchased stock for cash @ $1.50 per share in Private transaction	7,000
1-26-06	Received stock from Company for services provided in 2005 @ $.60 per share	30,000
7-17-06	Received stock from Company for services provided 1-1-06 to 6-30-06 @ $.30	50,000
7-24-07	Received stock from Company for services provided 1-1-07 to 6-30-07 @ $.10	50,000

PREFERRED STOCK

2-20-07	Received stock from Company for services provided 7-01-06 to 12-31-06 @ $.30	50,000
7-24-07	Received stock from Company for services provided 1-1-07 to 6-30-07 @ $.10	50,000

We have a policy in place whereby we require the board of directors’ approval for material related party transactions. We believe that all of our related party transactions were done on terms that would have been similar if we conducted them with unrelated third parties.

ITEM 8. DESCRIPTION OF SECURITIES

The following description is a summary and is qualified in its entirety by the provisions of our Articles of Incorporation and Bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus is a part.

Common Stock

Our authorized capital stock consists of 20,000,000 shares of common stock having a par value of $.00125 per share, as of September 15, 2007 there are 8,665,247 shares issued and outstanding.

ITEM 8. DESCRIPTION OF SECURITIES - (continued)

Voting Rights

Each outstanding share of Common Stock entitles the holder thereof to one (1) vote per share on all matters. Each outstanding share of Preferred Stock entitles the holder thereof to ten (10) votes per shares on all matters. The Articles of Incorporation do not permit cumulative voting for the election of directors which means that the holders of more than fifty percent (50%) of such outstanding shares voting for the election of directors can elect all of the directors to be elected, if they so choose; in such event, the holders of the remaining shares will not be able to elect any of the directors. Shareholders do not have preemptive rights to purchase shares in any future issuance of our common stock.

Dividends

The holders of shares of common stock are entitled to dividends out of funds legally available when, and if, declared by the Board of Directors. The Board of Directors has never declared a dividend and does not anticipate declaring a dividend in the foreseeable future. In the event of liquidation, dissolution or winding up of the affairs of the company, holders are entitled to receive, ratably, the net assets available to shareholders after payment of all creditors.

Preferred Stock

The Company also has 2,000,000 shares of authorized Class A Convertible Preferred Stock having a par value of $.001 per share, as of September 15, 2007 there are 550,000 shares issued and outstanding. The Preferred Stock shall have the right to be converted at any time after two (2) years from the date of issuance into two (2) shares of Common Stock.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock. Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

Nevada Anti-Takeover laws

Nevada Revised Statutes sections 78.378 to 78.3793 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute does not apply to our company.

PART II

ITEM 1. MARKET PRICE AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is quoted on the Pink Sheets Electronic Quotation System under the symbol (“AMRX.PK”). We plan to seek quotation on the over-the-counter Bulletin Board. We cannot guarantee that we will obtain a quotation. Although we plan to obtain a market maker for our securities, our management has not yet discussed market making with any market maker or broker dealer. There is no trading activity in our securities, and there can be no assurance that a regular trading market for our common stock will ever be developed, or if developed, will be sustained.

A shareholder in all likelihood, therefore, will not be able to resell their securities should he or she desire to do when eligible for public resale. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops. We have no plans, proposals, arrangements or understandings with any person with regard to the development of a trading market in any of our securities.

Holders

As of September 15, 2007, there were 78 holders of record of our common stock.

Shares Eligible for Future Sale

In general, under Rule 144 as currently in effect, any of our affiliates and any person or persons whose sales are aggregated with our affiliates, who has beneficially owned his or her restricted shares for at least one year, may be entitled to sell in the open market within any three-month period a number of shares of common stock that does not exceed the greater of (i) 1% of the then outstanding shares of our common stock, or (ii) the average weekly trading volume in the common stock during the four calendar weeks preceding such sale. Sales under Rule 144 are also affected by limitations on manner of sale, notice requirements, and availability of current public information about us. Non-affiliates who have held their restricted shares for two years may be entitled to sell their shares under Rule 144 without regard to any of the above limitations, provided they have not been affiliates for the three months preceding such sale.

Further, Rule 144A as currently in effect, in general, permits unlimited resales of restricted securities of any issuer provided that the purchaser is an institution that owns and invests on a discretionary basis at least $100 million in securities or is a registered broker-dealer that owns and invests $10 million in securities. Rule 144A allows our existing stockholders to sell their shares of common stock to such institutions and registered broker-dealers without regard to any volume or other restrictions. Unlike under Rule 144, restricted securities sold under Rule 144A to non-affiliates do not lose their status as restricted securities.

The availability for sale of substantial amounts of common stock under Rule 144 could adversely affect prevailing market prices for our securities.

Dividends

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payment of dividends will depend on our earnings and financial position and such other factors, as the Board of Directors deems relevant.

ITEM 1. MARKET PRICE AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - (continued)

Dividend Policy

All shares of common stock are entitled to participate proportionally in dividends if our Board of Directors declares them out of funds legally available. These dividends may be paid in cash, property or additional shares of common stock. We have not paid any dividends since our inception and presently anticipate that all earnings, if any, will be retained to develop our business. Any future dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Our Shares are "Penny Stocks" within the Meaning of the Securities Exchange Act of 1934

Our common shares are "penny stocks" within the definition of that term as contained in the Securities Exchange Act of 1934, which generally refers to equity securities with a price of less than $5.00. Our shares will therefore be subject to rules that impose sales practice and disclosure requirements on certain broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $250,000 or annual income exceeding $200,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, unless the broker-dealer or the transaction is otherwise exempt, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the Registered Representative and current bids and offers quotations for the securities. In addition a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account, the account’s value and information regarding the limited market in penny stocks. As a result of these regulations, the ability of broker-dealers to sell our stock may affect the ability of Selling Security Holders or other holders to sell their shares in the secondary market. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. These additional sales practice and disclosure requirements could impede the sale of the Company's securities, if our securities become publicly traded. In addition, the liquidity for the Company's securities may be adversely affected, with concomitant adverse affects on the price of the Company's securities. Our shares may someday be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

ITEM 2. LEGAL PROCEEDINGS

The Company is a defendant in a lawsuit filed by one of its vendors for alleged breach of contract. The suit asks for contract overages totaling $39,104. On October 24, 2006 the Company answered the complaint and filed a counterclaim. The vendor has offered to settle this suit for $13,000. The Company disputes this claim and has turned down the offer to settle. The Company believes that its contract with the vendor has been paid in full and has not recorded this claim on its books and records. This lawsuit is scheduled for Settlement Conference on October 30, 2007.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Not Applicable.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES

On May 3, 2005, by action of written consent the sole Director of Global Wireless & Digital, Inc. sold 200,000 shares of common stock to a Texas Corporation, North American Funding, Inc. (Charles J. Smith, President) for an amount of $100,000.00 in accordance with Section 5.1 (a) of the Texas Securities Act and the rules and regulations promulgated hereto.

On May 11, 2005, by action of written consent, the sole director of Global Wireless & Digital, Inc. authorized the purchase of Collamin_Gä, a newly discovered anti-wrinkle ingredient including all associated items for $400,000.00 in exchange for 800,000 shares of the Company’s common stock.

On May 18, 2005, by action of written consent, the sole director of Global Wireless & Digital, Inc. authorized an Amendment to the Articles of Incorporation to change its name to AmerElite Solutions, Inc.

On July 21, 2005, by action of written consent, the sole director of AmerElite Solutions, Inc. sold 250,000 shares of the Company’s common stock to a Texas Corporation, North American Funding, Inc. (Charles J. Smith, President) for an amount of $250,000.00 in accordance with Section 5.1(a) of the Texas Securities Act and the rules and regulations promulgated hereto.

On October 13, 2005 and November 16, 2005 by separate actions of written consent, the Board of Directors issued 170,000 shares of the Company’s common stock for services in lieu of a combined amount of $204,000.00 cash for two separate investor relations contracts. Subsequently, one of the investor relations contracts in the amount of $60,000.00 was cancelled and the related 50,000 shares of common stock were returned and cancelled.

On October 13, 2005 by action of written consent, the Board of Directors issued 200,000 shares of the Company’s common stock for investment banking services in lieu of $240,000.00 cash.

On January 26, 2006 by action of written consent, the Board of Directors issued 205,000 shares of the Company’s common stock in lieu of cash to six vendors and business consultants for services in the amount of $140,000.00 that were provided to the Company in 2005.

On January 26, 2006 by action of written consent, the Board of Directors issued 327,500 shares of the Company’s common stock in lieu of cash to 5 employees and 2 Officers and Directors for services in the amount of $200,000.00 that were provided to the Company in 2005.

On April 12, May 3, and June 5, 2006 by 3 separate actions of written consent, the Board of Directors issued 20,360 shares of the Company’s common stock in lieu of $16,800.00 cash for services provided to the Company by its vendors.

On July 17, 2006 by action of written consent, the Board of Directors issued 410,000 shares of the Company’s common stock in lieu of $128,000.00 cash to two Officers and Directors and two consultants for services provided to the Company for the period from January 1, 2006 to June 30, 2006.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES - (continued)

On July 26, 2006, by action of written consent, the Board of Directors sold 500,000 shares of the Company’s common stock to a Texas Corporation, North American Funding, Inc. (Charles J. Smith, President) for an amount of $250,000.00 in accordance with Section 5.1 (a) of the Texas Securities Act and the rules and regulations promulgated hereto.

On October 26, 2006 by action of written consent, the Board of Directors issued 30,000 shares of the Company’s common stock in lieu of $15,000.00 cash for investors relation services that had been provided to the Company.

On October 28, 2006, by action of written consent, the Board of Directors authorized an Amendment to the Articles of Incorporation for a Ten (10) for One (1) reverse stock split decreasing the issued and outstanding common stock from 53,528,600 to 5,352,860. At this same meeting and as part of the same Amendment, the Board of Directors decreased the authorized common stock from 200,000,000 shares to 20,000,000 shares and changed the par value per share from $.000125 to $.00125. On November 10, 2006, these changes became effective with the State of Nevada. Effective December 7, 2006, the Company was issued a new CUPIS number, 02361A205 and NASDAQ issued the Company a new stock symbol, AMRX.

On January 10, 2007, as allowed by the Company’s Amended Articles of Incorporation, the Board of Directors adopted a Certificate of Designation of Class A Convertible Preferred Stock with 2,000,000 shares authorized at a par value of $.001 per share. The Class A Convertible Preferred Stockholders shall be entitled to Ten (10) votes for each shares of Class A Stock held. This Preferred Stock shall have the right to be converted at anytime after two (2) years from the date of issuance into Two (2) shares of Common Stock.

On January 17, 2007 by action of written consent, the Board of Directors issued 160,000 shares of the Company’s common stock in lieu of $60,000.00 cash to two (2) consultants for services provided to the Company for the period from July 1, 2006 to December 31, 2006.

On January 17, 2007 by action of written consent, the Board of Directors issued 250,000 shares of the Company’s Class A Convertible Preferred Stock in lien of $75,000.00 cash to two (2) Officers and Directors for services provided to the Company for the period from July 1, 2006 to December 31, 2006.

On July 3, 2007 by action of written consent, the Board of Directors issued 900,000 shares of the Company’s common stock and 300,000 shares of the Company’s Class A Convertible Preferred Stock in lieu of $120,000.00 cash to 2 Officers and Directors and a consultant for services provided to the Company for the period from January 1, 2007 to June 30, 2007.

On July 3, 2007 by action of written consent, the Board of Directors issued 550,000 shares of the Company’s common stock in lieu of $55,000.00 cash to two (2) consultants for services provided to the Company for the period from January 1, 2007 to June 30, 2007.

On July 10, 2007 by action of written consent, the Board of Directors issued 500,000 shares of the Company’s common stock for legal services to be provided to the Company as per a signed agreement.

On July 24, 2007 by action of written consent, the Board of Directors issued 360,000 shares of the Company’s common stock in lieu of cash for payment of investor relation services provided to the Company.

On July 24, 2007 by action of written consent, the Board of Directors issued 892,387 shares of the Company’s common stock as payment for the Company’s 6% Note Payable in the amount of $178,477.40.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.

Under the Nevada statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation that is not the case with our articles of incorporation. Excepted from that immunity are:

	(1)	a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;
	(2)	a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);
	(3)	a transaction from which the director derived an improper personal profit; and
	(4)	Willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

	(1)	such indemnification is expressly required to be made by law;
	(2)	the proceeding was authorized by our Board of Directors;
	(3)	such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or
	(4)	Such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the company, or is or was serving at the request of the company as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under our bylaws or otherwise.

Our bylaws provide that no advance shall be made by us to an officer of the company, except by reason of the fact that such officer is or was a director of the company in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the company.

Insofar as indemnification for liabilities resulting from the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable.

PART F/S

AmerElite Solutions, Inc.

(A Development Stage Company)

Financial Statements

June 30, 2007

Contents

Financial Statements

Report of Independent Registered Public Accounting Firm			F-1

	Balance Sheet, June 30, 2007		F-2

	Statement of Operations and Changes in Retained Earnings (Deficit)		F-3
		for the six months ended June 30, 2007

	Statement of Capital Stock and Additional Paid In Capital		F-4
		for the six months ended June 30, 2007

	Statement of Cash Flows		F-5
		for the six months ended June 30, 2007

Notes to Financial Statements			F-6

Financial Statements, December 31, 2006 and 2005			F-11

MOORE & ASSOCIATES, CHARTERED

ACCOUNTANTS AND ADVISORS

PCAOB REGISTERED

Report of Independent Registered Public Accounting Firm

To the Board of Directors

AmerElite Solutions Inc

We have reviewed the accompanying balance sheet of AmerElite Solutions Inc as of June 30, 2007, and the related statements of operations, retained earnings, and cash flows for the six months then ended, in accordance with the standards of the Public Company Accounting Oversight Board (United States). All information included in these financial statements is the representation of the management of AmerElite Solutions Inc

A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the financial statements in order for them to be in conformity with generally accepted accounting principles.

/s/ Moore & Associates, Chartered

Moore & Associates, Chartered

Las Vegas, Nevada

August 10, 2007

2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146 (702) 253-7499 Fax: (702)253-7501

F-1

AmerElite Solutions, Inc.
(A Development Stage Company)
Balance Sheet
June 30, 2007


Assets

Current Assets:

	Cash and cash equivalents	$	4,359
	Accounts Receivable - trade		1,886
	Accrued Interest Receivable		16,234
	Inventory		17,310
	Prepaid Expenses (Note 2)		234,933
Total Current Assets			274,722

Fixed Assets (Note 4):
	Furniture, Equipment & Computer Hardware &
	Software, net of accumulated depreciation, secured		16,441

Other Assets:
	Collamin_G™, anti-wrinkle ingredient, secured, (Notes 1 & 4)		400,000
	Trademarks, trade names		13,054
	Deposits		1,135
Total Assets		$	705,352

Liabilities and Stockholders’ Equity

Current Liabilities:
	Accounts Payable	$	124,363
	Accrued Payroll		120,000
	Accrued taxes		169
	Accrued Interest Payable		35,326
	Notes Payable, 6%, unsecured, due on demand		154,000
Total Current Liabilities			433,858
Notes Payable (Note 4)			258,942
Total Liabilities			692,800

Stockholders’ Equity:
Convertible Preferred Stock $.001 par value, 2,000,000 shares authorized, 250,000 shares issued and outstanding			250
Common Stock $.00125 par value, 20,000,000 shares authorized, 5,462,860 shares issued and outstanding			6,828
Paid-in-capital			2,053,782
Less: Subscriptions Receivable			(335,000	)
Retained Earnings (Deficit)			(1,713,308	)

Total Stockholders’ Equity			12,552

Total Liabilities & Equity		$	705,352

F-2

AmerElite Solutions, Inc.

(A Development Stage Company)

Statement of Operations and Changes in Retained Earnings (Deficit)

For the six months ended June 30, 2007

	Amount
Net sales	$	15,054

Cost of Goods Sold		3,029
Gross Profit		12,025

Operating expenses:		133,604
Salaries and Wages		91,800
Professional Fees		27,904
Marketing Expenses		45,488
Other General & Administrative Expenses		298,796
Total Operating Expenses

Income (Loss) from Operations		(286,771	)

Other Income (Expense):
Interest Income		10,061
Interest Expense		(11,385	)
Total Other Income (Expense)		(1,324	)
Income (Loss) before income taxes		(288,095	)

Income Taxes		-0-
Net Income (Loss)		(288,095	)

Retained earning (Deficit), January 1, 2007		(1,425,213	)

Retained earning (Deficit), June 30, 2007	$	(1,713,308	)


Earnings (Loss) Per Share:
Primary	$	.052935
Fully diluted	$	.049008

Weighted Average Number of Common Shares Outstanding:
Primary		5,442,416
Fully diluted		5,878,527

F-3

AmerElite Solutions, Inc.

(A Development Stage Company)

Statement of Capital Stock and Additional Paid in Capital

For the six months ended June 30, 2007


	Stock Shares		Stock Par Value		Additional Paid In Capital
Common Stock:

Balance, January 1, 2007		5,302,860	$	6,628	$	1,926,232

Shares issued to various business consultants
for services provided in lieu of cash		160,000		200		52,800


Balance, June 30, 2007		5,462,860	$	6,828	$	1,979,032



Preferred Stock:

Balance, January 1, 2007		-0-	$	-0-

Shares issued to Officers/Directors for Salaries &
Wages in lieu of cash		250,000		250		74,500

Balance, June 30, 2007		250,000		250		74,500

Additional Paid In Capital - Balance, June 30, 2007					$	2,053,782

F-4

AmerElite Solutions, Inc.

(A Development Stage Company)

Statement of Cash Flows

For the six months ended June 30, 2007

Increase (Decrease) in Cash and Cash Equivalents

Cash flows for operating activities:
Income (Loss) from operations	$	(288,095	)

Net Income (Loss)		(288,095	)

Adjustment to reconcile Net Income to net cash by operating activities:
Depreciation and Amortization		2,666
Increase in Inventory		(3,823	)
Increase in Accounts Receivable		(1,886	)
Decrease in Accrued Interest Receivable		16,603
Decrease in Accrued Payroll		45,000
Decrease in Accounts Payable		(9,598	)
Increase in Accrued Interest Payable		10,833
Increase in Accrued Taxes		169
Increase in Prepaid Expenses		(9,295	)
		50,669
Net cash used by operating activities		(237,426	)

Cash flows from investing activities:
Purchase of Fixed Assets		(440	)
Investment in Trademark		(2,100	)
Increase in Notes Payable		63,233

Net cash provided by investing activities		60,693

Cash flows from financing activities:
Proceeds from issuance of common stock		128,000

Net cash provided by financing activities		128,000

Net cash decrease in cash and cash equivalents		(48,733	)
Cash and cash equivalents at January 1, 2007		53,092
Cash and cash equivalents at June 30, 2007	$	4,359

F-5

AmerElite Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2007

NOTE 1 – THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES

The Company

AmerElite Solutions, Inc. was originally incorporated in Nevada in July 1994.

On May 11, 2005, the Company purchased Collamin_G™, a newly discovered and revolutionary anti-wrinkle product, which has become the proprietary ingredient for a premium skin care collection. The purchase of Collamin_G™ included the formulation with all domestic and international rights to this product. Using Collamin_G™ as the master ingredient, this all natural botanically based skin care line of products has been brought to the anti-aging/anti-wrinkle market under the brand name “CollagenFusion™”. The Collamin_G™ formula was discovered and developed by Dr. Ladislav Pataki Ph.D., CSc. To protect it’s intellectual property; the Company has instituted a Trade Secret program to protect the Collamin_G™ formulary and process. AmerElite Solutions will promote its “CollagenFusion™” line of products through an intense, direct response-advertising program. The Company controlling all of its products from research and development, through manufacturing and distribution, to the end user will maximize profits.

AmerElite’s controlling shareholder that purchased Collamin_G™ and all items associated with it, sold it to the Company in exchange for 800,000 shares of the Company’s common stock. The purchase of this anti-aging product, includes all rights, title and interest in and to any and all copyrights, trademarks, trade names, formulas, specifications, web sites, domain names and any and all other tangible and intangible rights with respect to, or in connection with the ingredient known as Collamin_G™.

Originally the Company was incorporated as ABC Home Care Specialists, Inc. In 1995 ABC Home Care raised $50,000 of operating capital by selling 80,000 shares of common stock through a 504 Form D exemption. The operating capital raised was insufficient and the company became inactive until May of 1997 when the name was changed to Global Wireless & Digital Corporation. Global’s intent was to acquire companies in the wireless and digital industries. This failed to develop. The Company was non-operational from 1999 to 2004, when the Company was brought back into “good standing”. In 2004 under new ownership the Company provided consulting services to the wireless and digital community as well as other developing companies. The controlling interest in the Company was again sold in May of 2005, and under new ownership the Company purchased Collamin_G, an anti-aging product and changed its name to AmerElite Solutions, Inc.

Financial Statement Presentation

The balance sheet presentation herein includes all assets and liabilities at historical cost. The Company is currently in the developmental stage and has capitalized product development costs and marketing costs as prepaid expenses. The Company has previously issued shares of its common stock in exchange for certain services rendered. The cost of these services have been expensed.

Prior to current management acquiring the company and changing its name in 2005, Global Wireless & Digital, Inc sold 200,000 shares of unrestricted stock for the amount of $100,000 under a 504 Private Placement in accordance with Section 5.1 (a) of the Texas Securities Act and the rules and regulations promulgated hereto. Global also sold its wholly owned subsidiary, for the amount of $50,000. These transactions were included in the Company’s 2005 financial statements.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) require management to make estimates and assumptions that affect the reported amounts and the disclosures of contingent amounts in the Company’s financial statements and the accompanying notes. Actual results could differ from those estimates.

Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.

Prepaid Expenses

Prepaid expenses include amounts paid that have been capitalized. These items are amortized over the term when benefits are received. Marketing expenses and product development expenses will be amortized in future periods as products are sold.

F-6

AmerElite Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2007

NOTE 1 – THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES - (continued)

Inventory

Inventories are stated at the lower of cost or market. Costs for ingredients, labels and containers are determined by specific identification. Costs for finished goods are determined by average cost by product.

Furniture and Equipment

The cost of furniture, equipment and computer hardware and software is depreciated over the estimated useful lives of the related assets.

·	Office furniture and equipment	5 years
·	Computer hardware and software	3 years

Depreciation is computed on the straight-line method for both financial reporting and for income tax purposes.

Fair Value of Financial Instruments

Statement of Financial Accounting Standards No. 107, Disclosures About Fair Value of Financial Instruments, defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The values carried on the Company’s financial instruments, which include cash, accounts payable, notes payable and notes receivables, approximate fair value due to the short-term maturities of such instruments.

Income Taxes

Income Taxes are provided for using the liability method of accounting in accordance with Statement of Financial Accounting Standards No. 109. Since the Company currently has no income tax liability, no provision for taxes has been accrued in the current financial statements.

Earnings Per Share

Earnings per share are provided in accordance with the Statement of Financial Accounting Standards No. 128 (SFAS No. 128) “Earnings Per Share”. Basic earnings/loss per share is computed by dividing net income/loss applicable to common stockholders by the weighted average number of common shares outstanding during the period. The earnings per share for the fully dilutive effects are calculated as if all securities were exercised and converted into common stock.

Going Concern

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company’s ability to continue in existence is dependent upon its ability to raise funds for its direct response-marketing program. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plan is to raise capital by borrowing funds and/or offering shares of its common stock, $.00125 par value, on a best efforts basis to accredited investors only, pursuant to the exemption from registration contained in Section 4(2) and Regulation D adopted under the Securities Act of 1933 as amended.

F-7

AmerElite Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2007

NOTE 2 – PREPAID EXPENSES

As of June 30, 2007, prepaid expenses consisted of the following:

Prepaid marketing expense	$	216,478
Prepaid product development expense		10,862
Prepaid other		7,593

	$	234,933

Amounts will be charged to expense in the periods that benefits are received.

NOTE 3 – SUBSCRIPTIONS RECEIVABLE

As of June 30, 2007, Subscriptions Receivable consist of the following:

6% subscription receivable, due December 31, 2007, secured by 200,000 shares of the company’s common stock.	$	85,000

6% subscription receivable, due July 17, 2008, secured by 500,000 shares of the company’s common stock.		250,000

	$	335,000

Interest is due quarterly, subscriptions receivable include a provision that the debtor can not sell the stock without paying the receivable. The Company has determined that the receivables are fully collectable and that no allowance for bad debts is necessary.

NOTE 4 – NOTES PAYABLE

As of June 30, 2007, Notes Payable consist of the following:

6% Notes payable, to investor, principal payable 3% of Company’s annual sales due January 31^st each year, interest due and payable quarterly, secured by all the Company’s assets	$	239,075

6% Note payable, in monthly installments of principal and interest of $387 through September 2011, secured by furniture and equipment		17,367

Note payable, unsecured, payable on demand, without interest		2,500

	$	258,942

F-8

AmerElite Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2007

NOTE 5 – STOCK EXCHANGED FOR SERVICES

For the six months ending June 30, 2007, the Company issued 160,000 shares of Common Stock in exchange for services rendered of $53,000. The Company also issued 250,000 shares of Convertible Preferred Stock in exchange for services rendered of $75,000. The cost of the services has been charged to operations and Paid In Capital has been increased by $127,300 representing the excess of the cost of the services over the par value of both the Common Stock and Preferred Stock issued.

NOTE 6 – REVERSE STOCK SPLIT

By written consent in 2006, the Board of Directors changed the authorized common stock of 200,000,000 shares to 20,000,000 shares; changed the par value of the common stock from $.000125 to $.00125 and authorized a Ten (10) for One (1) reverse stock split of the common stock on the day of the conversion from 53,528,600 to 5,352,860. The Company also amended its Articles of Incorporation to reflect all of the above changes with the State of Nevada effective November 10, 2006. The Company obtained a new CUSIP number, 02361A205, and NASDAQ issued the Company a new stock symbol, AMRX, effective December 7, 2006.

All references in the accompanying financial statements to the number of common shares and the per shares amounts for the common stock and the additional paid in capital have been restated to reflect the Ten (10) for One (1) reverse stock split.

NOTE 7 – CONVERTIBLE PREFERRED STOCK

On January 10, 2007 as allowed by the Company’s Amended Articles of Incorporation, the Board of Directors adopted a Certificate of Designation of Class A Convertible Preferred Stock with 2,000,000 shares authorized at a par value of $.001 per share. The Class A Convertible Preferred Stockholders shall be entitled to Ten (10) votes for each share of Class A Stock held. This Preferred Stock shall have the right to be converted at anytime after two (2) years from the date of issuance into Two (2) shares of Common Stock.

NOTE 8 – RELATED PARTY TRANSACTIONS

As explained in Note 1, AmerElite’s current controlling shareholder, in May 2005 sold to the Company an anti-aging/anti-wrinkle skin care product known as Collamin_G and all associated items in exchange for 800,000 shares of the Company’s common stock.

Previous to the Company’s new ownership in May 2005, the prior controlling shareholders purchased the Company’s wholly owned subsidiary for $50,000. This purchase was paid for by a Promissory Note and secured by 100,000 shares of the Company’s common stock owned by the purchaser. As of December 31, 2005 this Note was paid in full. This prior controlling shareholder subsequently sold its majority shareholder position to the Company’s new controlling shareholder, retaining four (4) % interest in the Company.

F-9

AmerElite Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2007

NOTE 9 – COMMITMENTS

In May 2006 the Company leased its Corporate offices under an operating lease expiring in July 2007.

In June 2007 the Company extended the operating lease for six months though January 2008 at a minimal increase of less than 5%. Minimum future rental payments under this non-cancelable operating lease through its termination date of January 2008 is approximately $14,000.

NOTE 10 – LITIGATION

The Company is a defendant for alleged breach of contract in a lawsuit filed by its production company, who produced a television infomercial for the marketing of its products. The original suit asks for contract overages totaling $39,104. Subsequently, the vendor amended the amount of the lawsuit to $43,712. On October 24, 2006 the Company answered the complaint and filed a counterclaim. Since the Company’s answer to the Complaint, the vendor has offered to settle this suit for $13,000. The Company disputes this claim and has turned down the offer to settle. The Company believes that its contract with the vendor has been over paid and that the vendor owes money to the Company. AmerElite has not recorded this claim on its books and records. This lawsuit was scheduled for Arbitration Hearing in March 2007. The day before the scheduled Arbitration, the vendor proposed a walk away settlement, which the Company turned down. This suit has now been transferred to Superior Court and has been set for trial on December 26, 2007. The Company believes it has no liability in this matter and believes that it will receive a judgement for at lease part of its damages.

NOTE 11 - SUBSEQUENT EVENTS

On July 3, 2007 the Company reduced its accrued payroll by $120,000 by issuing 900,000 shares of the Company’s common stock and 300,000 shares of the Company’s Class A Convertible Preferred Stock to three (3) Officers, two (2) of whom are also Directors of the Company, in lieu of a cash payment for their past due salaries and wages. The Company also reduced its accounts payable by $55,000 by issuing 550,000 shares of the Company’s common stock to two (2) business consultants in lieu of cash for past due consulting services that had been provided to the Company.

On July 10, 2007 the Company entered into an agreement with The O’Neal Law Firm PC of Fountain Hills, Arizona. The O’Neal Law Firm as per the agreement will prepare and file Form 10–SB and prepare all of the Section 12 reporting obligations for a period of one year for the payment of 500,000 shares of the Company’s common stock.

On July 10, 2007 the Company entered into a financial Consulting Services Agreement with iCapital Financial, Inc. of Irvine, California. iCapital will receive its compensation over 12 months in equal monthly payments of $20,000 per month worth of the Company’s common stock. The stock to be issued on the first day of each month at the then current bid price. The monthly payments will not commence until AmerElite has become a reporting Company on the Bulletin Board Exchange.

On July 17, 2007 AmerElite Solutions, Inc. signed a Financial Consulting Agreement with Premier Media Services, Inc. of Mesa, Arizona. In order to compensate Premier Media for their services AmerElite entered into a three party agreement in which Premier Media received 300,000 shares of the Company’s non-restricted common stock and AmerElite issued 360,000 shares of restricted common stock and paid $3,000.00.

On July 23, 2007 in an effort to reduce the Company’s debt, AmerElite agreed with its major creditor to offset the Company’s $400,075 Notes Payable balance plus interest against $250,000 in Subscriptions Receivable owed to AmerElite by the same firm. Based on the terms of the agreement, AmerElite paid the remaining balance in full to the creditor by issuing 892,387 shares of restricted common stock valued at $.20 per share.

F-10

AmerElite Solutions, Inc. (A Development Stage Company)

Financial Statements
December 31, 2006 & 2005

Contents

Financial Statements

Report of Independent Registered Public Accounting Firm			F-12

	Balance Sheets, December 31, 2006 and 2005		F-13

	Statements of Operations and Changes in Retained Earnings (Deficit)		F-14
		for the years ending December 31, 2006 and 2005

	Statements of Capital Stock and Paid In Capital		F-16
		for the years ending December 31, 2006 and 2005

	Statements of Cash Flows		F-16
		for the years ending December 31, 2006 and 2005

Notes to Financial Statements			F-17

F-11

MOORE & ASSOCIATES, CHARTERED

ACCOUNTANTS AND ADVISORS

PCAOB REGISTERED

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

AmerElite Solutions, Inc.

Las Vegas, Nevada

We have audited the accompanying balance sheet of AmerElite Solutions, Inc. as of December 31, 2006 and the related statements of operations, stockholders' equity (deficit) and cash flows for the years ended December 31, 2006 and 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AmerElite Solutions, Inc. as of December 31, 2006, and the results of its operations and its cash flows for the years ended December 31, 2006 and 2005 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company’s accumulated deficit and minimal amount of revenues raises doubt regarding the companies ability to continue as a going concern. Management's plans regarding those matters are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Moore & Associates, Chartered

Las Vegas, Nevada

March 27, 2007

2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7511 Fax (702) 253-7501

F-12


AmerElite Solutions, Inc.
(A Development Stage Company)
Balance Sheets
December 31, 2006 and 2005


	2006			2005
Assets

Current Assets:

Cash and cash equivalents	$	53,092		$	86,096
Accrued Interest Receivable		32,837			9,333
Inventory		13,487			-0-
Prepaid Expenses (Note 2)		225,638			75,106
Total Current Assets		325,054			170,535


Fixed Assets (Note 4):
Furniture, Equipment & Computer Hardware & Software, net of accumulated depreciation, secured		18,667			-0-

Other Assets:
Collamin_G™, anti-wrinkle ingredient, secured (Notes 1 & 4)		400,000			400,000
Trademarks, trade names		10,954			5,449
Deposits		1,135			-0-

Total Assets	$	755,810		$	575,984

Liabilities and Stockholders’ Equity

Current Liabilities:
Accounts Payable	$	133,961		$	100,010
Accrued Payroll		75,000			126,500
Accrued Interest Payable		24,493			765
Notes Payable, 6%, unsecured, due on demand		89,000			-0-
Total Current Liabilities		322,454			227,275
Notes Payable (Note 4)		260,709			2,500

Total Liabilities		583,163			229,775

Stockholders’ Equity:
Common Stock $.00125 par value, 20,000,000 shares authorized, 5,302,860 shares in 2006 and 3,810,000 shares in 2005 issued and outstanding		6,628			4,762


Less: Subscriptions Receivable (Note 3)		(335,000	)		(126,000	)
Paid-in-capital		1,926,232			1,181,738
Retained Earnings (Deficit)		(1,425,213	)		(714,291	)

Total Stockholders’ Equity		172,647			346,209

Total Liabilities & Equity	$	755,810		$	575,984

F-13

AmerElite Solutions, Inc.

(A Development Stage Company)

Statements of Operations and Changes in Retained Earnings (Deficit)

For the years ended December 31, 2006 and 2005


	2006			2005
Revenues:
Interest Income		23,504			9,333
Miscellaneous Income		76			144
Total Revenues		23,580			9,478

Expenses:
Salaries & Wages		238,577			157,518
Professional Fees		157,169			85,725
Investor Relation Expenses		15,750			386,922
Product Development Expenses		80,000			-0-
Marketing Expenses		40,860			-0-
Other General and Administrative Expenses		202,146			88,604
Total Expenses		734,502			718,769

Income (Loss) from Continuing Operations before extraordinary item		(710,922	)		(709,291	)
Extraordinary item:
Gain on Sale of Subsidiary (net of income tax of $860)		-0-			3,437
Net Income (Loss) before tax benefit		(710,922	)		(705,854	)
Income tax benefit		-0-			860

Net Income (Loss)		(710,922	)		(704,994	)

Retained earning (Deficit), beginning of year		(714,291	)		(9,297	)

Retained earning (Deficit), end of year	$	(1,425,213	)	$	(714,291	)

Earnings (Loss) Per Share:
Income (Loss) from continuing operations	$	(.149992)		$	(.230827)
Extraordinary item		-0-			.001398
Net Income (Loss)	$	(.149992)		$	(.229429)
Weighted Average Number of Common Shares Outstanding		4,739,733			3,072,828

F-14


AmerElite Solutions, Inc.
(A Development Stage Company)
Statement of Capital Stock and Paid in Capital
For the years ended December 31, 2006 and 2005


	Price		Common Stock						Paid In
	Per Share		Shares			Amount			Capital

Balance, January 1, 2005				2,240,000		$	2,800		$	49,700

Shares issued without restriction in Private Placement	$	.50		200,000			250			99,750

Shares issued for purchase of anti-aging products	$	.50		800,000			1,000			399,000

Shares issued without restriction in Private Placement	$	1.00		250,000			313			249,687

Shares issued for investor relation services in lieu of cash	$	1.20		170,000			212			203,788

Investor Relations Contract cancelled, shares returned and cancelled	$	1.20		(50,000	)		(63	)		(59,937	)

Shares issued for investment banking services in lieu of cash	$	1.20		200,000			250			239,750

Balance, December 31, 2005				3,810,000			4,762			1,181,738

Shares issued to business consultants for services provided in lieu of cash	$	.683		205,000			256			139,744

Shares issued to employees including Officer/ Director for salaries & wages in lieu of cash	$	.60		327,500			410			196,090

Shares issued to vendors for services provided in lieu of cash	$	.828		20,360			25			16,835

Shares issues to officers and consultants for services provided in lieu of cash	$	.312		410,000			513			127,487

Shares sold without restriction in Private Placement	$	.50		500,000			625			249,375

Shares issued to vendor for services provided in lieu of cash	$	.50		30,000			37			14,963

Balance, December 31, 2006				5,302,860		$	6,628		$	1,926,232

F-15

AmerElite Solutions, Inc.

(A Development Stage Company)

Statements of Cash Flows

For the years ended December 31, 2006 and 2005


Increase (Decrease) in Cash and Cash Equivalents
Cash flows for operating activities:	2006			2005
Income (Loss) from continuing operations		(710,922	)	$	(708,431	)
Extraordinary item – Gain on sale of Subsidiary		-0-			3,437
Net Income (Loss)		(710,922	)		(704,994	)

Adjustment to reconcile Net Income to net cash by operating activities:
Depreciation and Amortization		1,333			-0-
Increase in Inventory		(13,487	)		-0-
Increase/Decrease in Accrued Payroll		(51,500	)		126,500
Increase in Accrued Interest Receivable		(23,504	)		(9,333	)
Decrease in stock held for sale		-0-			29,083
Decrease in Income Tax Payable		-0-			(7,734	)
Increase in Accounts Payable		33,951			95,897
Increase in Accrued Interest Payable		23,728			765
Increase in Prepaid Expenses		(150,532	)		(75,106	)
		(180,011	)		160,072
Net cash used by operating activities		(890,933	)		(544,922	)

Cash flows from investing activities:
Purchase of anti-aging product line		-0-			(400,000	)
Purchase of Fixed Assets		(20,000	)		-0-
Decrease in Notes Receivable		-0-			12,535
Increase in Deposits		(1,135	)		-0-
Investment in Trademark		(5,505	)		(5,449	)
Increase in Notes Payable		347,209			2,500
Net cash provided (used) by investing activities		320,569			(390,414	)

Cash flows from financing activities:
Proceeds from issuance of common stock, net		537,360			1,008,000
Net cash provided by financing activities		537,360			1,008,000

Net cash increase/decrease in cash and cash equivalents		(33,004	)		72,664
Cash and cash equivalents at beginning of year		86,096			13,432
Cash and cash equivalents at end of year	$	53,092		$	86,096

F-16

AmerElite Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2006 and 2005

NOTE 1 – THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES

The Company

AmerElite Solutions, Inc. was originally incorporated in Nevada in July 1994.

On May 11, 2005, the Company purchased Collamin_G™, a newly discovered and revolutionary anti-wrinkle product, which has become the proprietary ingredient for a premium skin care collection. The purchase of Collamin_G™ included the formulation with all domestic and international rights to this product. Using Collamin_G™ as the master ingredient, this innovative skin care line of products has been brought to the anti-aging/anti-wrinkle market under the brand name “CollagenFusion™”. The Collamin_G™ formula was discovered and developed by Dr. Ladislav Pataki Ph.D., CSc. To protect it’s intellectual property; the Company has instituted a Trade Secret program to protect the Collamin_G™ formulary and process. AmerElite Solutions will promote its “CollagenFusion™” line of products through an intense, direct response-advertising program. The Company controlling all of its products from research and development, through manufacturing and distribution, to the end user will maximize profits.

Financial Statement Presentation

The balance sheet presentation herein includes all assets and liabilities at historical cost. The Company is in the developmental stage and in both 2006 and 2005 has capitalized product development costs and marketing costs as prepaid expenses. The Company has also issued shares of its common stock in both 2006 and 2005 in exchange for certain services rendered, which have been expensed.

Prior to current management acquiring the company and changing its name in 2005, Global Wireless & Digital, Inc sold 200,000 shares of unrestricted stock under a 504 exemption for the amount of $100,000. Global also sold its wholly owned subsidiary, for the amount of $50,000. These transactions are included in the Company’s 2005 financial statements.

F-17

AmerElite Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2006 and 2005

NOTE 1 – THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES - (continued)

Use of Estimates and Assumptions

Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.

Prepaid Expenses

Inventory

Furniture and Equipment

The cost of furniture, equipment and computer hardware and software is depreciated over the estimated useful lives of the related assets.

·	Office furniture and equipment	5 years
·	Computer hardware and software	3 years

Depreciation is computed on the straight-line method for both financial reporting and for income tax purposes.

Fair Value of Financial Instruments

F-18

AmerElite Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2006 and 2005

NOTE 1 – THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES - (continued)

Income Taxes

Earnings Per Share

Going Concern

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company’s ability to continue in existence is dependent upon its ability to raise funds for its direct response-marketing program. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plan is to raise capital by offering shares of its common stock, $.00125 par value, on a best efforts basis to accredited investors only, pursuant to the exemption from registration contained in Section 4(2) and Regulation D adopted under the Securities Act of 1933 as amended.

NOTE 2 – PREPAID EXPENSES

As of December 31, 2006 and 2005, prepaid expenses consisted of the following:

	2006		2005
Prepaid marketing expense	$	214,978	$	58,833
Prepaid product development expense		4,851		1,588
Prepaid other		5,809		14,685

	$	225,638	$	75,106

Amounts are being charged to expense in the periods that benefits are received.

NOTE 3 – SUBSCRIPTIONS RECEIVABLE

	2006		2005
6% subscription receivable, due December 31, 2007, securedby 200,000 shares of the company’s common stock.	$	85,000	$	100,000

6% subscription receivable, due January 25, 2008, securedby 250,000 shares of the company’s common stock.		-0-		26,000

6% subscription receivable, due July 17, 2008, secured by 500,000 shares of the company’s common stock.		250,000		-0-

	$	335,000	$	126,000

F-19

AmerElite Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2006 and 2005

NOTE 4 – NOTES PAYABLE

	2006		2005
6% Notes payable, to investor, principal payable 3% of Company’s annual sales due January 31^st each year, interest due and payable quarterly, secured by all the Company’s assets	$	239,075	$	-0-

6% Note payable, in monthly installments of principal and interest of $387 through September 2011, secured by furniture and equipment		19,134		-0-

Note payable, unsecured, payable on demand, without interest		2,500		2,500

	$	260,709	$	2,500

NOTE 5 – STOCK EXCHANGED FOR SERVICES

During 2006 and 2005 the company issued 992,860 and 1,620,000 shares respectively of common stock in exchange for services rendered of $496,360 in 2006 and $1,194,000 in 2005. The cost of the services has been charged to operations and additional paid in capital has been increased by $495,119 in 2006 and $1,191,975 in 2005 representing the excess of the cost of the services over the par value of the common stock issued.

NOTE 6 – REVERSE STOCK SPLIT

By written consent, the Board of Directors changed the authorized common stock of 200,000,000 shares to 20,000,000 shares; changed the par value of the common stock from $.000125 to $.00125 and authorized a Ten (10) for One (1) reverse stock split of the common stock from 53,528,600 to 5,352,860. The Company also amended its Articles of Incorporation to reflect all of the above changes with the State of Nevada effective November 10, 2006. The Company obtained a new CUSIP number, 02361A205, and NASDAQ issued the Company a new stock symbol, AMRX, effective December 7, 2006.

NOTE 7 – RELATED PARTY TRANSACTIONS

Previous to the Company’s new ownership in May 2005, the prior controlling shareholders purchased the Company’s wholly owned subsidiary for $50,000. This was paid by a Note secured by the 100,000 shares of the Company’s common stock. As of December 31, 2005 this Note was paid in full. This prior controlling shareholder subsequently sold its majority shareholder position to the Company’s new controlling shareholder, retaining four (4) % interest in the Company.

NOTE 8 – COMMITMENTS

In May 2006 the Company leased its Corporate offices under an operating lease expiring in July 2007. Minimum future rental payment under this non-cancelable operating lease through its termination date of July 2007 is $13,512.

F-20

AmerElite Solutions, Inc.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2006 and 2005

NOTE 8 – COMMITMENTS - (continued)

In 2005 the Company entered into 4 separate contracts that include an unpaid balance at December 31, 2005 of $112,666. This amount is due in various payments in January and February of 2006. The contracts included the writing, directing and production of an infomercial to sell the Company’s products; providing full service marketing and media management to place the infomercial with cable networks; providing graphic design and print for products labels, media kits, catalogs, brochures, newsletters, direct mail; and a consulting contract to oversee and coordinate. These contracts were paid in full in 2006. However one vendor has filed a lawsuit for alleged overtime charges, (see Note 9 – Litigation).

NOTE 9 – LITIGATION

NOTE 10 – SUBSEQUENT EVENTS

On January 24, 2007 the Company reduced its accounts payable by $75,000 by issuing 250,000 shares of the Company’s Class A Convertible Preferred Stock to two Officers/Directors of the Company in lieu of cash payment for salaries and wages. The Company also reduced its accounts payable by $53,000 by issuing 160,000 shares of the Company’s common stock to two business consultants in lieu of cash payment for services provided.

In contemplation of requirements by future lenders the Board of Directors on January 24, 2007 authorized the Company to enter into a Lock-Up Agreement with insiders, family and friends that own shares of the Company’s Common Stock. This agreement when signed by each shareholder would prevent the shareholder from selling or transferring any of the shareholder’s common stock for one year. The agreement allows the Company to compensate each shareholder that signs a Lock-Up Agreement, a number of warrants equal to 40% of the number of shares being locked-up. The warrants could be exercised at anytime after two (2) years and not later than five (5) years from the date of the signed agreement at a price of $.50 per warrant.

On February 22, 2007, an investor relations firm mutually agreed to cancel their services contract and has returned the stock issued for these services. This investor relations firm had entered into this service contract in November 2005. At that time the Company issued 50,000 shares of its common stock as payment and recorded the transaction on its books. The investor relations firm never preformed their services. With the return of their stock the Company has cancelled these 50,000 shares and reversed the entries for the stock issuance and the associated investor relations expense in the amount of $60,000. Since audited financial statement have not previously been issued for December 31, 2006 and 2005, it was not necessary to reissue these financial statements.

F-21

PART III

ITEM 1. INDEX TO EXHIBITS

3.1	Articles of incorporation filed on July 26, 1994

3.2	Amendment to Certificate of Incorporation filed on April 22, 1997

3.3	Amendment to Certificate of incorporation filed on May 18, 2005

3.4	Bylaws

4.1	Office Lease

4.2	Admark Communications, Inc.’s Contract

4.3	Marcum Media, L.L.C.’s Contract

4.4	Creative Intuitions Contract

4.5	InPulse Response Group’s Agreement

4.6	Professional Marketing Associates’ Agreement

23.1	Consent of Auditor

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant caused this registration statement to be signed on its behalf the undersigned thereto duly authorized.

	AMERELITE SOLUTIONS, INC.

Dated: September 27, 2007	By:	/s/ Robert L. Knapp
		Robert L. Knapp, President