10-Q 1 f10q0912_elite.htm QUARTERLY REPORT f10q0912_elite.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
_______________
 
FORM 10-Q
_______________
 
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended: September 30, 2012
 
or

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

For the transition period from ______to______.
 
ELITE ENERGIES, INC.
 (Exact name of registrant as specified in its charter)
 
Delaware
 
333-168184
 
26-3936718
(State or other jurisdiction of incorporation or organization)
 
(Commission File No.)
 
(I.R.S. Employer Identification No.)
 
848 Stewart Drive, Suite 101
Sunnyvale, California 94085
 (Address of principal executive offices)
 
(888) 209-9909
(Registrant’s telephone number, including area code)
 
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
 
Large Accelerated Filer o Accelerated Filer o
Non-Accelerated Filer o Smaller Reporting Company x
(Do not check if a smaller reporting company)    
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
 
Indicate the number of shares outstanding of each of the registrant’s classes of common stock: As of November 13, 2012, there were 32,140,955 shares of common stock issued and outstanding.
 
 
 

 
 
Elite Energies, Inc.
 
FORM 10-Q
 
September 30, 2012
 
INDEX
 
PART I-- FINANCIAL INFORMATION
 
Item 1.
Financial Statements
  1
Item 2.
Management’s Discussion and Analysis of Financial Condition and Result of Operations
11
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
15
Item 4.
Controls and Procedures
15
 
PART II-- OTHER INFORMATION
 
 Item 1.
Legal Proceedings
15
 Item 1A.
Risk Factors
16
 Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
16
 Item 3.
Defaults Upon Senior Securities
16
 Item 4.
Mine Safety Disclosure
16
 Item 5.
Other Information
16
 Item 6.
Exhibits
16
 
 
 

 
 
PART I-- FINANCIAL INFORMATION
 
Item 1. Financial Information
 
ELITE ENERGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 
   
September 30, 2012
   
March 31,
2012
 
ASSETS
       
Current Assets
           
Cash
 
$
32,994
   
$
31,615
 
Prepaid expenses
   
273
     
523
 
Total Currents Assets
   
33,267
     
32,138
 
Property and Equipment, net
   
-
     
1,558
 
Assets of Discontinued Operations
   
114,657
     
516,410
 
Total Assets
 
$
147,924
   
$
550,106
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
         
                 
Current Liabilities
               
Trade payables -
               
Others
 
$
26,910
   
$
7,502
 
Related parties
   
6,770
     
240
 
Accrued expenses -
               
Interest
   
2,538
     
963
 
Others
   
1,850
     
350
 
Directors' loans
   
35,000
     
35,000
 
Loan from unrelated party
   
10,000
     
10,000
 
Total Current Liabilities
   
83,068
     
54,055
 
Liabilities of Discontinued Operations
   
53,550
     
192,629
 
Total Liabilities
   
136,618
     
246,684
 
                 
Commitments
               
                 
Stockholders' Equity
               
Common stock, authorized 50,000,000 shares,
par value $0.000001,  32,140,955 shares  and 30,340,955 shares
issued and outstanding on September 30, 2012 and March 31, 2012, respectively
   
32
     
30
 
Additional paid-in-capital
   
784,425
     
730,427
 
Accumulated deficit
   
(773,338
)
   
(556,674
)
    Total Elite's Stockholders' Equity
   
11,119
     
173,783
 
Noncontrolling Interest
   
187
     
129,639
 
Total Stockholders' Equity
   
11,306
     
303,422
 
Total Liabilities and Stockholders' Equity
 
$
147,924
   
$
550,106
 
                 
See accompanying notes.
 
 
1

 

ELITE ENERGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
   
Three Months Ended
September 30,
   
Six Months Ended
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Revenues-
                       
    Trade, net of returns
 
$
-
   
$
-
   
$
-
   
$
-
 
                                 
Operating expenses
                               
Payroll expenses
   
1,551
     
9,307
     
8,204
     
15,312
 
General and administrative
   
1,916
     
1,778
     
3,593
     
4,618
 
Rent and utilities
   
300
     
300
     
600
     
600
 
Legal and professional fees
   
20,814
     
19,466
     
67,671
     
65,787
 
  Total operating expenses
   
24,581
     
30,851
     
80,068
     
86,317
 
                                 
Other (expenses)
                               
Loss on disposal of assets
   
(1,275
)
   
-
     
(1,275
)
   
-
 
Note interest
   
(787
)
   
(787
)
   
(1,575
)
   
(1,575
)
  Total other (expenses)
   
(2,062
)
   
(787
)
   
(2,850
)
   
(1,575
)
                                 
Loss before income taxes
   
(26,643
)
   
(31,638
)
   
(82,918
)
   
(87,892
)
                                 
Provision for income taxes
   
-
     
-
     
-
     
-
 
                                 
Net loss  from continuing operations
   
(26,643
)
   
(31,638
)
   
(82,918
)
   
(87,892
)
                                 
Discontinued operations, net of taxes
                               
Loss from operations of discontinued operations, net of taxes
   
(201,012
)
   
(45,903
)
   
(237,348
)
   
(55,896
)
Loss on disposal of discontinued assets, net of taxes
   
(25,850
)
   
-
     
(25,850
)
   
-
 
Loss from discontinued operations
   
(226,862
)
   
(45,903
)
   
(263,198
)
   
(55,896
)
                                 
Net loss
   
(253,505
)
   
(77,541
)
   
(346,116
)
   
(143,788
)
Less: Net loss attributable to noncontrolling interest
   
(112,719
)
   
(21,934
)
   
(129,452
)
   
(26,099
)
Net loss attributable to Elite Energies, Inc.
 
$
(140,786
)
 
$
(55,607
)
 
$
(216,664
)
 
$
(117,689
)
                                 
Loss per Share - Basic and Diluted
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.01
)
 
$
(0.00
)
Weighted average number of common shares outstanding
                               
during the period - Basic and Diluted
   
31,280,085
     
30,340,955
     
30,813,086
     
29,707,075
 
                                 
See accompanying notes.
 
 
2

 
 
ELITE ENERGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
   
Six Months Ended September 30,
 
   
2012
   
2011
 
Cash Flows from Operating Activities:
           
Net loss
 
$
(346,116
)
 
$
(143,788
)
Less: loss from discontinued operations, net of taxes
   
(263,198
)
   
(55,896
)
Net loss from continuing operations
   
(82,918
)
   
(87,892
)
Adjustment to reconcile net loss to net cash used in operating activities:
         
Depreciation
   
283
     
283
 
Loss on assets disposal
   
1,275
     
-
 
Change in operating assets and liabilities:
               
(Increase)/Decrease in prepaid expenses
   
250
     
(886
)
Increase/(Decrease) in trade payables
   
25,938
     
(10,972
)
Increase/(Decrease) in accrued expenses
   
3,075
     
(989
)
Net Cash (Used in) Operating Activities from Continuing Operations
   
(52,097
)
   
(100,456
)
Net Cash Provided by/(Used in) Operating Activities from Discontinued Operations
   
39,634
     
(11,775
)
Net Cash (Used in) Operating Activities
   
(12,463
)
   
(112,231
)
                 
Net Cash Proceeded from Investing Activities from Continuing Operations
   
-
     
-
 
Net Cash Proceeded from Investing Activities from Discontinued Operations
   
5,000
     
-
 
Net Cash Proceeded from Investing Activities
   
5,000
     
-
 
                 
Cash Flows from Financing Activities:
               
Proceeds from issuance of common stock
   
54,000
     
240,000
 
Net Cash Provided by Financing Activities from Continuing Operations
   
54,000
     
240,000
 
Net Cash (Used in) Financing Activities from Discontinued Operations
   
(42,811
)
   
(3,006
)
Net Cash Provided by Financing Activities
   
11,189
     
236,994
 
                 
Net Increase in Cash
   
3,726
     
124,763
 
                 
Cash from Continuing Operating at Beginning of Period
   
31,615
     
21,185
 
Cash from Discontinued Operating at Beginning of Period
   
3,178
     
21,466
 
Cash at End of Period
   
38,519
     
167,414
 
Less Cash from Discontinued Operations at End of Period
   
5,525
     
59,834
 
Cash from Continuing Operating at End of Period
 
$
32,994
   
$
107,580
 
                 
Supplemental cash flow information
               
Interest paid
 
$
915
   
$
4,504
 
Income taxes paid
 
$
-
   
$
-
 
 
 
3

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

NOTE 1.     SUMMARY OF ORGANIZATION
 
Elite Energies, Inc. (“ELITE”, the “Company”) is a Delaware Corporation and was formed on March 28, 2008 under the name “Global ePlatform Technologies Inc.”. On December 17, 2008, Global ePlatform Technologies Inc. changed its name to Elite Energies, Inc. The Company, located in Sunnyvale, California, is a holding company which has subsidiaries that invest in renewable energies technology and operate as a wholesale distributor of environmentally friendly building materials and products, such as hardwood floors, cabinets and sinks, and related services.
 
The Company has a wholly-owned subsidiary, Elite Renewable Energies Technology, Inc. (“ERET”), which was incorporated on January 29, 2009 under the laws of the State of California. ERET invests in and operates a subsidiary, Quality Green Building Supplies, Inc. (“QGBS”), a wholesale distribution company that is incorporated in California. QGBS was established in July 2009, and is operating as building materials wholesaler in the San Francisco Bay Area.   In July 2012, the Board of the Company decided to discontinue QGBS’s operation since QGBS did not meet the Company’s projected target of profitability during the past two years.
 
On June 7, 2011, the Company established a wholly-owned subsidiary, Elite Energies International Limited (“EEIL”), which was incorporated in Hong Kong. EEIL is established for the Company’s future Asia operations once the Company obtains more funding. Currently, EEIL has limited cash and no operations.
 
NOTE  2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Changes in Basis of Presentation

The March 31, 2012 and the three months and six months ended September 30, 2011 financial information has been revised so that the basis of presentation is consistent with that of the September 30, 2012 and the three months and six months ended September 30, 2012 financial information. This revision reflects the financial condition and results of operations of QGBS as discontinued operations for all periods presented. For a summary of discontinued operations see Note 3.
 
Basis of Presentation
 
The accompanying condensed consolidated financial statements have been prepared by in accordance with accounting principles generally accepted in the United States of America.  
 
Principles of Consolidation
 
The condensed consolidated financial statements of the Company include wholly-owned and majority subsidiaries (ERET, EEIL, and QGBS) under its control. All of the material intercompany balances and transactions have been eliminated.
 
Use of Estimates
 
The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
Unaudited Interim Financial Information
 
The accompanying interim condensed consolidated financial statements and related notes of the Company as of September 30, 2012 and for the three months and six months ended September 30, 2012 and 2011, are unaudited. The unaudited interim condensed consolidated financial information has been prepared with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by GAAP for the complete financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended March 31, 2012 contained in the Form 10-K filed by the Company with the SEC on June 29, 2012. The condensed consolidated balance sheet as of March 31, 2012 was derived from the Company’s audited financial statements for the year ended March 31, 2012. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management reflects all adjustments, consisting of normal recurring adjustments, necessary to present fairly the results of operations of the Company for the three months and six months ended September 30, 2012 and 2011, the results of cash flows of the Company for the six months ended September 30, 2012 and 2011,  and the financial position of the Company as of September 30, 2012. Interim results are not necessarily indicative of the results to be expected for an entire year or any other future year or interim period.
 
 
4

 
 
Revenue and Cost Recognition
 
The Company recognizes revenue in accordance with FASB Accounting Standards Codification No. (“ASC”) 605, Revenue Recognition. The Company sells lighting products, fixtures and environmental friendly building materials. The Company recognizes revenue when persuasive evidence of a sales arrangement exists, delivery of merchandise occurs through the transfer of title and risks and rewards of ownership, the selling price is determinable, and collectability is reasonably assured. The majority of the sales contracts transfer title and risk of loss to customers upon receipt of goods. Revenues are primarily recognized upon shipment as the shipments of each product group are typically delivered to the customers within the same day. Any discrepancy between the shipment and the sales agreement is reconciled within the same day when the shipment is delivered. Sales taxes are deducted from gross sales.
 
Sales agreements typically do not contain product warranties except for return and replacement of defective products within a period generally ranging from 7 to 30 days from delivery. Customers have the right to return defective products, which are substantially covered under the manufacturer’s warranty. The customer receives a credit from the Company for defective products returned and the Company receives a corresponding credit provided by the manufacturer.  The amounts of return of defective products are reduced from the gross sales. During the three months and six months ended September 30, 2012 and 2011, the total amounts of return of defective products were insignificant.

Under limited circumstances, the Company gives some customer sales discounts, rebate or other sales incentives on their first-time purchase in order to expand the customer base. The amounts of sales discounts, rebate or other sales incentives are determined at the time the sales occur and are stated in the sales agreements. These amounts are reduced from the gross sales and recorded on a net basis. During the three months and six months ended September 30, 2012 and 2011, the total amount of sales discounts and sales incentive were insignificant.
 
Net Sales include services revenue generated through a variety of installation.  The total amount of service revenue during the three months and six months ended September 30, 2012 and 2011were insignificant. 

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

The cost of handling and shipping merchandise from the Company’s location to the customer is classified as operating expenses.  The cost of handling and shipping merchandise to customers during the three months and six months ended September 30, 2012 and 2011were insignificant.

Advertising expenses
 
The Company records advertising costs as incurred. During the three months and six months ended September 30, 2012 and 2011, the total amounts of advertising expenses were insignificant.
 
Cash
 
The Company considers cash on hand and amounts on deposit with financial institutions to be cash.

Allowance for Doubtful Accounts
 
The Company records its accounts receivable net of an allowance for doubtful accounts. The Company evaluates the trends in customers’ payment patterns, including review of specific delinquent accounts, changes in business conditions and external communications available about customers to estimate the level of allowance that is needed to address potential losses that the Company may incur due to the customer’s inability to pay.  Accounts are considered delinquent or past due, if they have not been paid within the terms provided on the invoice. Delinquent account balances are written off after management has determined that the likelihood of collection is not probable.
 
As of September 30, 2012 and March 31, 2012, the Company did not record any allowance for doubtful accounts since most of the receivables at year-end were collected in the subsequent period.
 
Inventory
 
Inventories consist of finished goods and are valued at the lower of cost or market.  Cost is determined using the first-in, first-out (FIFO) method.   Provision for potentially obsolete or slow moving inventory is made based on management’s analysis of inventory levels and future sales forecasts. The Company recorded $165,278 provision for obsolete inventory for the three months and six months ended September 30, 2012. The Company recorded an allowance of $70,437 for obsolete inventory and wrote off defective inventory totaling $36,747 as of March 31, 2012.
 
 
5

 
 
Property and Equipment
 
Property and equipment are stated at cost and are depreciated over their estimated useful lives. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful lives of the assets:
 
    Office Equipment
Five Years, 150% Double Declining
    Furniture and Fixtures
Ten Years, 150% Double Declining
    Forklift Equipment
Five Years, 200% Double Declining
    Delivery Vehicle
Five Years, 200% Double Declining
    Leasehold Improvements
Three to Five Years, Straight-line
 
Expenditures associated with upgrades and enhancements that improve, add functionality, or otherwise extend the life of a respective asset are capitalized, while expenditures that do not, such as repairs and maintenance, are expensed as incurred. The salvage value of property and equipment other than leasehold improvements is estimated to be equal to 10% of the original cost.  Upon disposal, the assets and related accumulated depreciation are removed from the Company’s accounts, and the resulting gains or losses are reflected in the statements of operations.
 
Property and equipment to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of any impairment loss for long-lived assets that management expects to hold and use is based on the excess of the carrying value of the asset over its fair value. No impairments of such assets were identified during any of the periods presented.
 
Fair Value of Financial Instruments
 
The carrying amounts of financial instruments including cash, accounts receivable, prepaid expenses, and accounts payable approximate fair value as of September 30, 2012 and March 31, 2012, because of the relatively short maturity of these instruments.
 
Income Taxes
 
The Company accounts for income taxes under ASC 740, Income Taxes.  Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.
 
The Company files separate income tax returns in the United States – Federal and California, and the returns are subject to examination by federal and state taxing authorities, generally for three years and four years, respectively, after they are filed.
 
ASC 740 also provides guidance on financial statement classification, accounting for interest and penalties, accounting for interim periods and new disclosure requirements. The Company’s policy is to recognize both interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties on unrecognized tax benefits expected to result in payment of cash within one year are classified as accrued liabilities, while those expected beyond one year are classified as other liabilities. The Company has not recorded any interest and penalties since its inception.

Recent Accounting Pronouncements

Occasionally, new accounting standards are issued or proposed by the FASB, or other standard-setting bodies that we adopt by the effective date specified within the standard. Unless otherwise discussed, standards that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption. 
 
NOTE 3.       DISCONTINUED THE OPERATIONS OF QUALITY GREEN BUILDING SUPPLIES
 
In early July 2012, the Board of the Company decided to discontinue QGBS’s operation since QGBS did not meet the Company’s projected targeted profitability during the past two years. All assets in QGBS are stated at net realizable value as of September 30, 2012. QGBS sold certain equipment to a related company that was owned by Stockholder C of QGBS for $5,000 and recorded a loss of $945 on this asset disposal. Also, QGBS disposed other property and equipments and recorded a loss of $24,905.
 
 
6

 
 
The following table summarizes the assets and liabilities of the discontinued operations, excluding intercompany balances eliminated in consolidation, at September 30, 2012 and March 31, 2012, respectively:
 
   
September 30, 2012
   
March 31,
2012
 
Assets of Discontinued Operations
           
    Cash
 
$
5,525
   
$
3,178
 
    Trade receivables -
               
        Others
   
18,282
     
57,843
 
        Related parties
   
23,213
     
6,441
 
    Inventory
   
55,828
     
360,660
 
    Prepaid expenses
   
-
     
285
 
     Deposit
   
11,809
     
51,809
 
     Property, plant and equipment
   
-
     
36,194
 
                 
Total Assets of Discontinued Operations
 
$
114,657
   
$
516,410
 
                 
Liabilities of Discontinued Operations
               
     Trade payables -
               
         Others
 
$
6,702
   
$
71,254
 
         Related parties
   
2,500
     
31,490
 
      Accrued expenses -
               
         Interest
   
4,133
     
2,233
 
         Other
   
215
     
4,261
 
      Obligations under capital leases
   
-
     
3,391
 
      Stockholder loans to subsidiary
   
40,000
     
80,000
 
                 
Total Liabilities of Discontinued Operations
 
$
53,550
   
$
192,629
 
 
Financial data for the discontinued operations of QGBS for the three and six months ended September 30, 2012 and 2011 are  as follows:
 
   
Three Months Ended
September 30,
   
Six Months Ended
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Revenue
 
$
160,638
   
$
186,677
   
$
391,275
   
$
530,601
 
Cost of revenue
   
(313,149
)
   
(150,429
)
   
(502,671
)
   
(425,965
)
Gross profit/(loss)
   
(152,511
   
36,248
     
(111,396
   
104,636
 
(Loss) from operations of discontinued operations
   
(201,012
)
   
(45,903
)
   
(237,348
)
   
(55,896
)
(Loss) on disposal of discontinued assets
   
(25,850
)
   
-
     
(25,850
)
   
-
 
Net (loss) from discontinued operations
   
(226,862
   
(45,903
   
(263,198
   
(55,896
Net (loss) attributable to noncontrolling interest
   
(112,719
)
   
(21,934
)
   
(129,452
)
   
(26,099
)
Net (loss) attributable to the Company
 
$
(114,143
)
 
$
(23,969
)
 
$
(133,746
)
 
$
(29,797
)
                                 
Per share information attributable to the Company
                               
Basic and diluted net (loss) per common shares
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.00
)
Average common shares outstanding - basic and diluted
   
31,280,085
     
30,340,955
     
30,813,086
     
29,707,075
 
 
NOTE 4.     PROPERTY AND EQUIPMENT

At September 30, 2012 and March 31, 2012 property and equipment is as follows:
 
   
September 30,
2012
   
March 31,
2012
 
Leasehold Improvements
 
$
-
   
$
2,832
 
Less: accumulated depreciation
   
-
     
(1,274)
 
Property and equipment, net
 
$
-
   
$
1,558
 
 
 
7

 
 
Depreciation expense for the three months ended September 30, 2012 and 2011 was $141 and $141, respectively. Depreciation expense for the six months ended September 30, 2012 and 2011 was $283 and $283, respectively.
 
In September 2012, ERET disposed the leasehold improvement as the lease was not renewed and recorded a loss of $1,275.

NOTE 5.     LOANS
 
As of March 31, 2012, seven Directors of the Company loaned ELITE the amount of $5,000 each, totaling $35,000. Each of the loans from these seven Directors was at a simple annual interest rate of 7% and due one year from the date of the loan, which will be due in December 2012.
 
As of March 31, 2012, an unrelated individual loaned ELITE the amount of $10,000 with a simple annual interest rate of 7%. The principal and interest will be due on December 27, 2012.
 
The Company recorded $787 and $787 of interest expenses on the above loans to ELITE during the three months ended September 30, 2012 and 2011, respectively. The Company recorded $1,575 and $1,575 of interest expenses on the above loans to ELITE during the six months ended September 30, 2012 and 2011, respectively.
 
On September 30, 2012 and March 31, 2012, accrued interests are as follows:
 
   
September 30, 2012
   
March 31,
2012
 
Accrued interests
               
Directors’ loans
 
2,013
   
 $
788
 
Loan from unrelated party
   
525
     
175
 
   
$
2,538
   
$
963
 
 
As of March 31, 2012, three of the stockholders of QGBS: Stockholder A, Stockholder B and Stockholder C, loaned QGBS $30,000, $35,000 and $15,000, respectively, to support its operations and expansion. The terms of all these loans totaling $80,000 are at an annual interest rate of 8% and due on demand.  In April 2012, QGBS paid $10,000 of the $30,000 principal balance to Stockholder A.  In April 2012, QGBS paid $800 interest payment to Stockholder B . In September 2012, QGBS paid $15,000 of the $35,000 principal balance to Stockholder B and paid off principal balance to Stockholder C.
 
NOTE 6.     COMMITMENTS

Operating Leases
 
Rent expense for EEI and ERET was $300 and $300 during the three months ended September 30, 2012 and 2011, respectively. Rent expense for EEI and ERET was $600 and $600 during the six months ended September 30, 2012 and 2011, respectively.
 
QGBS leases a warehouse for its green building materials operations under non-cancellable operating leases, which will expire on October 31, 2012. Certain of the leases require payments for additional expenses such as maintenance and utilities. The total future minimum lease payments for operating leases with the current non-cancelable terms are $7,479 as of September 30, 2012.
 
Capital Leases

QGBS leased a forklift under capital leases. QGBS sold this forklift to a related company on August 2012. The following is an analysis of the leased property under capital leases at September 30, 2012 and March 31, 2012.

   
September 30, 2012
   
March 31,
2012
 
Forklift
 
$
-
   
$
17,800
 
Less accumulated depreciation
   
-
     
(12,887)
 
   
$
-
   
$
4,913
 

 
8

 

NOTE 7.     EARNINGS (LOSS) PER COMMON SHARE        
 
Basic earnings (loss) per common share excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Since the Company has only incurred losses, basic and diluted loss per share is the same. Furthermore, for the three and six months ended September 30, 2012 and 2011, there were no diluted shares outstanding.
 
   
Three Months Ended
September 30,
     
2012
     
2011
 
Numerator:
               
Net loss
 
$
(253,505
)
 
$
(77,541
)
Less: Net loss allocated to noncontrolling interest
   
(112,719
)
   
(21,934
)
Net loss attributable to the Company common stockholders—basic
 
$
(140,786
)
 
$
(55,607
)
Denominator:
               
Weighted average common shares
   
31,280,085
     
30,340,955
 
Net loss attributable to the Company common stockholders per share—basic
 
$
(0.00
)
 
$
(0.00
)
 
   
Six Months Ended
September 30,
     
2012
     
2011
 
Numerator:
               
Net loss
 
$
(346,116
)
 
$
(143,788
)
Less: Net loss allocated to noncontrolling interest
   
(129,452
)
   
(26,099
)
Net loss attributable to the Company common stockholders—basic
 
$
(216,664
)
 
$
(117,689
)
Denominator:
               
Weighted average common shares
   
30,813,086
     
29,707,075
 
Net loss attributable to the Company common stockholders per share—basic
 
$
(0.01
)
 
$
(0.00
)
 
NOTE 8.     STOCKHOLDERS’ EQUITY
 
In July 2012 and August 2012, eight of the Company’s Directors paid the total of $54,000 cash to purchase 1,800,000 shares of Elite at $0.03 per share.

NOTE 9.     RELATED PARTY TRANSACTIONS
 
The Company’s revenue was generated through QGBS, which the business was discontinued from July 2012. As such, all the sales disclosed in this note were from discontinued operations.
 
The Company had sales of $111,651 to an entity that is wholly-owned by a shareholder of the Company during the six months ended September 30, 2012 and had sales of $15,976 to this entity during the six months ended September 30, 2011.  The Company had purchases of $1,210 from this entity during the six months ended September 30, 2012. The Company sold property and equipment to this entity for $5,000 on August 2012. The Company had a receivable of $18,488 from the same entity on September 30, 2012. The Company also had a receivable of $1,360 and a payable of $23,823 to the same entity on March 31, 2012.
 
The Company also had sales of $4,540 to an entity which is 95% owned by a Director of the Company during the six months ended September 30, 2012 and had sales of $11,530 to the same entity during the six months ended September 30, 2011. The Company had a receivable of $3,850 and $3,628 from the same entity on September 30, 2012 and March 31, 2012, respectively.
 
The Company had purchases of $50,517 from and sales of $875 to an entity that is wholly-owned by the wife of a Director of the Company during the six months ended September 30, 2012. The Company also had purchases of $31,712 from and sales of $3,787 to the same entity during the six months ended September 30, 2011. The Company had a receivable of $875 from the same entity on September 30, 2012 and had a payable of $6,989 to the same entity on March 31, 2012.
 
The Company had payables of $9,270 to an entity wholly-owned by an officer of the Company on September 30, 2012 for accounting services rendered and recorded $14,780 of professional service expenses during the six months ended September 30, 2012. The Company recorded $12,645 of accounting services expenses during the six months ended September 30, 2011. The Company also had payables of $500 to this same entity on March 31, 2012. Further, the Company recorded $598 and $978 of professional service expenses related to compliance fillings during the six months ended September 30, 2012 and 2011, respectively. The Company also had payable of $418 to this same entity on March 31, 2012.
 
The Company had sales of $6,443 and $13,034 to an entity wholly-owned by a Director during the six months ended September 30, 2012 and 2011, respectively. The Company also had a receivable of $1,454 from this entity as of March 31, 2012.
 
 
9

 
 
The Company had purchases of $549 from an entity majority-owned by a Director of the Company during the six months ended September 30, 2011.
 
As discussed in Note 5, prior to March 31, 2012, QGBS entered into promissory notes agreements with three of its stockholders totaling $80,000. Principal and/or interest payments were paid to these stockholders totaling $40,800 and $4,000 during the six months ended September 30, 2012 and 2011, respectively.

As discussed in Note 5, prior to March 31, 2012, the Company entered into promissory note agreements with seven of its Directors in the amount of $5,000 each, totaling $35,000.
 
NOTE 10.    GOING CONCERN
 
As reflected in the accompanying condensed consolidated financial statements, the Company had a net loss of $346,116, used $12,463 of cash in operating activities during the six months ended September 30, 2012, and has an accumulated deficit of $773,338 at September 30, 2012.  This raises substantial doubt about its ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.  The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
Management believes that actions presently being taken to raise additional capital and implement its business plan will provide the opportunity for the Company to continue as a going concern.
 
 
10

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

The following discussion contains forward-looking statements relating to future events or our future performance.  Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus.  Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.
  
Business Overview
 
Elite Energies, Inc. is a Delaware holding company (“we”, “us”, or the “Company”), that, through our wholly owned California subsidiary corporation, Elite Renewable Energies Technology, Inc. (“ERET”), invests in energy-saving products such as LED (light emitting diode) lighting and environmentally friendly building materials.

ERET, through its subsidiaries, focuses on conducting operations with respect to a broad base of activities and products such as selling exterior lighting systems.  We focus on systems that can increase efficient energy uses with decreased energy consumption, such as selling solar LEDs for outdoor lightings.  ERET’s subsidiary Quality Green Building Supplies, Inc. (“QGBS”) operates in the area of green building materials has been closed down on October 31, 2012 due to the slow economy.  We are liquidizing the inventory at QGBS and use those income from the close-out sales for our future operations for EEIL.
 
Business Plan
 
We are currently doing or over the next fiscal year we intend to do the following:
 
1.  
We are reviewing a number of industrial gas resale in the People’s Republic of China (“PRC”). Our Hong Kong subsidiary, Elite Energies International Limited (“EEIL”), is expecting to sign a letter of intent (“LOI”) with ChenZhou XuHui QiTi, an industry gas manufacturing company located in Chen Zhou, Hunan (“XuHui”) China. Our Hong Kong subsidiary will byuse XuHui’s brand name to operate gas trading in Hunan Province. This will be our major business objective for our on-going operation.
 
2.  
We will hire consultants and an appropriate appraiser to study the industrial gas industry business in the PRC and evaluate XuHui’s value. Based on the result of such study and appraisal reports, the Board of Directors of the Company (the “Board”) will evaluate and vote for acquiring a license to sell  the gas manufactured by XuHui.  Since our Chairwoman, Ai Huan Liu, has years of experience in the industrial gas business, she can greatly assist us in exploring potential opportunity in this industry.
 
3.  
We are currently raising additional funding to acquire the business license to sell gas in Hunan Province.  EEIL is planning to form a joint venture with XuHui. With the license and joint venture will help us start a fast growing bottled-gas distribution business in China.  With this new joint venture, we are expecting it to be a profitable business opportunity.
 
4.  
With our Chairwoman’s, Ai Huan Liu, expertise and connection in industrial gas industry, EEIL can quickly adapt the distribution business.
 
5.  
We will also explore business opportunities for Green energy saving products for ERET.
 
 
11

 
 
 
RESULTS OF OPERATIONS

Three Months Ended September 30, 2012 Compared to Three Months Ended September 30, 2011
 
We believe the percentage relationship between total net loss and major categories in the Condensed Consolidated Statements of Operations presented below are important in evaluating the performance of our business operations.
 
   
% of Net Loss
 
   
Three Months Ended September 30,
 
   
2012
   
2011
 
             
Revenues-
           
    Trade, net of returns
   
-
%
   
-
%
                 
Operating expenses
               
Payroll expenses
   
(0.6
)
   
(12.0
)
General and administrative
   
(0.8
)
   
(2.3
)
Rent and utilities
   
(0.1
)
   
(0.4
)
Legal and professional fees
   
(8.2
)
   
(25.1
)
  Total operating expenses
   
(9.7
)
   
(39.8
)
                 
Other (expenses)
               
Loss on disposal of assets
   
(0.5
)
   
-
 
Note interest
   
(0.3
)
   
(1.0
)
  Total other (expenses)
   
(0.8
)
   
(1.0
)
                 
Loss before income taxes
   
(10.5
)
   
(40.8
)
                 
Provision for income taxes
   
-
     
-
 
                 
Net loss  from Continuing Operations
   
(10.5
)
   
(40.8
)
                 
Discontinued Operations, Net of Taxes
               
       Loss from discontinued operations, net of taxes
   
(79.3
)
   
(59.2
)
       Loss on disposal of discontinued assets, net of taxes
   
(10.2
)
   
-
 
Loss from Discontinued Operations
   
(89.5
)
   
(59.2
)
                 
Net loss
   
(100.0
)
   
(100.00
)
Less: Net loss attributable to noncontrolling interest
   
(44.5
)
   
(28.3
)
Net loss attributable to Elite Energies, Inc.
   
(55.5
)%
   
(71.7
)%
 
Note: Certain percentages may not sum to totals due to rounding.
 
For an understanding of the significant factors that influenced our performance during the three months ended September 30, 2012 and 2011, the following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and the Notes to Condensed Consolidated Financial Statements presented in this report.
 
 
12

 
 
Payroll expenses: The payroll expenses were $1,551 for the three months ended September 30, 2012 and $9,307 for the same period ended September 30, 2011, representing a decrease of $7,756 or 83.3%. The decrease was primarily due to less hiring during the three months ending September 30, 2012.  During the three months ended September 30, 2012, excluding our partially owned subsidiary QGBS, we had 1 part-time employee.
 
General and administrative expenses: General and administrative expenses include depreciation, licenses, advertising, travel and state franchise taxes.  Our general and administrative expenses were $1,916 for the three months ended September 30, 2012, compared to $1,778 in the same period ended September 30, 2011, representing an increase of $138 or 7.8%, which was primarily due to certain general expenses we incurred during the three months ended September 30, 2012 which we did not incur during the same period ended September 30, 2011.     
 
Rent and utilities: The rent and utilities were $300 for the three months ended September 30, 2012, compared to $300 in the same period ended September 30, 2011. Currently we rent a corporate business office in Sunnyvale, California. 

Legal and professional fees: The legal and professional fees were $20,814 for the three months ended September 30, 2012 and $19,466 for the three months ended September 30, 2011, representing an increase of $1,348 or 6.9%.  The increase was primarily attributable to a slight increase in charge rates by the outside professionals for the three months ended September 30, 2012 as compared to the same period ended September 30, 2011.
 
Discontinued Operations: Our revenue was mainly generated from the sales of fixtures and environmentally friendly building materials, primarily hardwood floors, to the customers through our 50.52% owned subsidiary QGBS, which the business was discontinued from July 2012. For the three months ended September 30, 2012, we generated $160,638 in revenue, representing a decrease of $26,039, or 13.9%, compared to the revenue of $186,677 during the same period ended on September 30, 2011.   The decrease of our revenue was attributable to the lower demand of our products as well as the discontinued of the QGBS’s operations during the three months ended September 30, 2012. Our cost of revenue includes expenses mainly related to the products sold.  Our cost of revenue was $313,149 for the three months ended September 30, 2012, compared to $150,429 for the three months ended September 30, 2011, representing an increase of $162,720 or 108.2%. The increase of cost of revenue is primarily due to the provision of inventory obsolescence of $165,278 recorded and higher purchase costs during the three months ending September 30, 2012 as compared to the same period ended September 30, 2011. The total operating expenses was $48,119 for the three months ended September 30, 2012, compared to $80,526 for the three months ended September 30, 2011, representing a decrease of $32,407 or 40.2%. The decrease of total operating expenses was primarily due to the less hiring full-time employees during the three months ending September 30, 2012 as compared to the same period ended September 30, 2011. QGBS had 3 part-time employees during the three months ended September 30, 2012 while had 5 full-time employees during the same period ended September 30, 2011.
 
Six Months Ended September 30, 2012 Compared to Six Months Ended September 30, 2011
 
We believe the percentage relationship between total net loss and major categories in the Condensed Consolidated Statements of Operations presented below are important in evaluating the performance of our business operations.
 
   
% of Net Loss
 
   
Six Months Ended September 30,
 
   
2012
   
2011
 
             
Revenues-
           
    Trade, net of returns
   
-
%
   
-
%
                 
Operating expenses
               
Payroll expenses
   
(2.4
)
   
(10.6
)
General and administrative
   
(1.0
)
   
(3.2
)
Rent and utilities
   
(0.2
)
   
(0.4
)
Legal and professional fees
   
(19.6-
)
   
(45.8
)
  Total operating expenses
   
(23.1
)
   
(60.0
)
                 
Other (expenses)
               
Loss on disposal of assets
   
(0.4
)
   
-
 
Note interest
   
(0.5
)
   
(1.1
)
  Total other (expenses)
   
(0.8
)
   
(1.1
)
                 
Loss before income taxes
   
(24.0
)
   
(61.1
)
                 
Provision for income taxes
   
-
     
-
 
                 
Net loss  from Continuing Operations
   
(24.0
)
   
(61.1
)
                 
Discontinued Operations, Net of Taxes
               
       Loss from discontinued operations, net of taxes
   
(68.6
)
   
(38.9
)
       Loss on disposal of discontinued assets, net of taxes
   
(7.5
)
   
-
 
Loss from Discontinued Operations
   
(76.0
)
   
(38.9
)
                 
Net loss
   
(100.0
)
   
(100.00
)
Less: Net loss attributable to noncontrolling interest
   
(37.4
)
   
(18.2
)
Net loss attributable to Elite Energies, Inc.
   
(62.6
)%
   
(81.8
)%
 
 
13

 
 
Note: Certain percentages may not sum to totals due to rounding.
 
For an understanding of the significant factors that influenced our performance during the six months ended September 30, 2012 and 2011, the following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and the Notes to Condensed Consolidated Financial Statements presented in this report.
 
Payroll expenses: The payroll expenses were $8,204 for the six months ended September 30, 2012 and $15,312 for the same period ended September 30, 2011, representing a decrease of $7,108 or 46.4%. The decrease was primarily due to less hiring during the second quarter of the current fiscal year.  During the six months ended September 30, 2012, excluding our partially owned subsidiary QGBS, we had an average of 2 part-time employees.
 
General and administrative expenses: General and administrative expenses include depreciation, licenses, advertising, travel and state franchise taxes.  Our general and administrative expenses were $3,593 for the six months ended September 30, 2012, compared to $4,618 in the same period ended September 30, 2011, representing a decrease of $1,025 or 22.2%, which was primarily due to the fact that the Company had implemented procedures to reducing its operating costs in the six months ended September 30, 2012, which were not in place during the same period ended September 30, 2011.    
 
Rent and utilities: The rent and utilities were $600 for the six months ended September 30, 2012, compared to $600 in the same period ended September 30, 2011. Currently we rent a corporate business office in Sunnyvale, California.
 
Legal and professional fees: The legal and professional fees were $67,671 for the six months ended September 30, 2012 and $65,787 for the six months ended September 30, 2011, representing an increase of $1,884 or 2.9%.  The increase was primarily attributable to a slight increase in charge rates by the outside professionals for the six months ended September 30, 2012 as compared to the same period ended September 30, 2011.

Discontinued Operations: Our revenue was mainly generated from the sales of fixtures and environmentally friendly building materials, primarily hardwood floors, to the customers through our 50.52% owned subsidiary QGBS, which the business was discontinued from July 2012. For the six months ended September 30, 2012, we generated $391,275 in revenue, representing a decrease of $139,326, or 26.3%, compared to the revenue of $530,601 during the same period ended on September 30, 2011.   The decrease of our revenue was attributable to lower demand for our products as well as the discontinuation of the QGBS operations during the second quarter of the current fiscal year. Our cost of revenue includes expenses mainly related to the products sold.  Our cost of revenue was $502,671 for the six months ended September 30, 2012, compared to $425,965 for the six months ended September 30, 2011, representing an increase of $76,706 or 18.0%. The increase of cost of revenue is primarily due to the provision of inventory obsolescence of $165,278 recorded and higher purchase costs during the second quarter of the current fiscal year as compared to the same period ended September 30, 2011. The total operating expenses was $123,137 for the six months ended September 30, 2012, compared to $157,234 for the six months ended September 30, 2011, representing a decrease of $34,097 or 21.7%. The decrease of total operating expenses was primarily due to less hiring of full-time employees during the second quarter of the current fiscal year as compared to the same period ended September 30, 2011. QGBS had average 4 full-time employees during the six months ended September 30, 2012 while had average 5 full-time employees during the same period ended September 30, 2011.
 
LIQUIDITY AND CAPITAL RESOURCES
 
Since inception, we have incurred recurring losses and have an accumulated deficit of $773,338 through September 30, 2012. As of September 30, 2012, the Company’s current assets were $33,267 and current liabilities were $83,068, and total cash was $32,994. The Company had cash used in operating activities for the six months ended September 30, 2012 of $12,463 and cash used in operating activities equal to $112,231 for the same six month period in 2011. The decrease was primarily a result of the decrease in inventory level. The Company had net cash provided by financial activities of $11,189 and $236,994 for the six months ended September 30, 2012 and 2011, respectively. The decrease was primarily due to lower proceeds from issuance of commons stock in July 2012 and August 2012, as compared to May 2011.

We believe that we will need additional funding to satisfy our cash requirements for the next twelve months. We will continue to monitor our expenditures and cash flows position by reducing operating costs and through seeking additional financial funding. We cannot assure investors that additional financing will be available. In the absence of additional financing, we may be unable to proceed with our business plan.
 
 
14

 
 
GOING CONCERN
 
As reflected in the accompanying condensed consolidated financial statements, the Company had a net loss of $346,116, used $12,463 of cash in operating activities during the six months ended September 30, 2012, and has an accumulated deficit of $773,338 at September 30, 2012.  This raises substantial doubt about its ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.  The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
Management believes that actions presently being taken to raise additional capital and implement its business plan will provide the opportunity for the Company to continue as a going concern.
 
OFF-BALANCE SHEET ARRANGEMENTS
 
We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).
 
CRITICAL ACCOUNTING POLICIES
 
The discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements, which have been prepared in accordance with GAAP. In connection with the preparation of condensed consolidated financial statements, the Company is required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures. The assumptions, estimates and judgments included within these estimates are based on historical experience, current trends and other factors we believe to be relevant at the time the condensed consolidated financial statements were prepared. On a regular basis, the accounting policies, assumptions, estimates and judgments are reviewed to ensure that the condensed consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from the assumptions and estimates, and such differences could be material.
 
We discussed accounting policies and assumptions that involve a higher degree of judgment and complexity within Note 2 to the condensed consolidated financial statements included in this quarterly report. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our Company’s operating results and financial condition.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4.    Controls and Procedures

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

Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
  
PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings
 
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or Directors in their capacities as such, in which an adverse decision could have a material adverse effect.
 
 
15

 
 
Item 1A. Risk Factors
 
Not required because we are a smaller reporting company.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
During July 2012 and August 2012, we issued 1,800,000 shares of our common stock to eight of the Directors of the Company for an aggregate purchase price of $54,000, under the terms of stock purchase agreements by and between the Company and each of the eight individual Directors.

The aforementioned shares of our common stock are restricted shares, and may not be sold, transferred or otherwise disposed without registration under the Securities Act or an exemption there under. The shares of our common stock were offered and sold in reliance on the exemption from registration under Section 4(2) of the Act. The offering was not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by the individuals in connection with the offering.  The proceeds from the share issuance are to be used for working capital purposes.
 
Item 3. Defaults Upon Senior Securities
 
None.
 
Item 4. Mine Safety Disclosure
 
Not applicable.
 
Item 5. Other Information
 
There was no other information during the quarter ended September 30, 2012 that was not previously disclosed in our filings during that period.
 
Item 6. Exhibits.
 
Exhibit No.
 
Title of Document
     
31.1
 
Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2
 
Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1*
 
Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2*
 
Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101.INS **
 
XBRL Instance Document
     
101.SCH **
 
XBRL Taxonomy Extension Schema Document
     
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

**           Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.                    
                  
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned there unto duly authorized.
 
 
ELITE ENERGIES, INC.
   
Date:   November 19, 2012
By: /s/Spencer Luo
 
Spencer Luo
 
Chief Executive Officer
 
(Duly Authorized Officer and Principal Executive Officer)
 
Date:  November 19, 2012
By: /s/Stephen Wan
 
Stephen Wan
Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
 
 
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