UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-K

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

For the fiscal year ended March 31, ~~2012~~2013

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

For the transition period from ______to______.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

As of ~~June~~July 2731, ~~2012~~2013, the registrant had 30 36,~~340~~790,955 shares of its common stock issued ~~and outstanding~~.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

		PAGE
PART I
ITEM 1.	Business	2
ITEM 1A.	Risk Factors	3
ITEM 2.	Properties	65
ITEM 3.	Legal Proceedings	65
ITEM 4.	Mine Safety Disclosures	65

PART II

ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	6
ITEM 6.	Selected Financial Data	76
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	76
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	1011
ITEM 8.	Financial Statements and Supplementary Data	1011
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1112
ITEM 9A.	Controls and Procedures	1112

PART III

ITEM 10.	Directors, Executive Officers and Corporate Governance	1213
ITEM 11.	Executive Compensation	15
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	16
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	17
ITEM 14.	Principal Accounting Fees and Services	18

PART IV

ITEM 15.	Exhibits, Financial Statement Schedules	19
SIGNATURES		20

FORWARD LOOKING STATEMENTS

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

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

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

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

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

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

-1-

PART I

ITEM 1. BUSINESS

Business Overview

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

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

Due to the energy crises and the concern on environmental impact by the general public, we aim to capture these opportunities of the growing business segments presented. We are the holding company and have incorporated a wholly owned California subsidiary corporation, Elite Renewable Energies Technology, Inc. (“ERET”) as the operating arm. Both the Company and ERET are located and operated out of Sunnyvale, California, USA.

In August 2009, ERET ~~has~~ invested in Quality Green Building Supplies, Inc. (“QGBS”), a California Corporation. QGBS was established on July 2009, and is operating as a green building materials wholesaler in the San Francisco Bay Area. ERET paid $330,000 to acquire 50.52% of QGBS ~~ownership~~. The financial statements of QGBS are included in the consolidated financial statements because of the Company’s majority ownership (50.52%) and control over QGBS.

As a building material wholesaler, QGBS ~~plans~~selected ~~to source and discretely select~~ the ~~best~~ manufacturers with high quality, reliable and price sensible products. ~~With~~Since ~~the~~July ~~help~~2012, ofwe ~~our~~have ~~technical~~discontinued ~~advisors~~the ~~and~~operation ~~merchandisers,~~of weQGBS ~~may~~because ~~enhance~~QGBS failed to meet the ~~users~~Company’s ~~interface~~projected ortarget ~~even~~of ~~certain~~profitability ~~technical~~for ~~aspects~~the ofpast ~~our~~two ~~product~~consecutive ~~lines~~years. toHowever, ~~accommodate~~we ~~each~~still ~~targeted~~maintain ~~market~~50.52% ownership and ~~ultimately~~control ~~develop~~over ~~products~~QGBS ~~with~~and ~~our~~are ~~own~~looking ~~brand~~for ~~name~~future opportunities.

~~The~~On ~~equity~~June ~~ownership~~7, of2011, ~~QGBS~~the isCompany anestablished ~~integral~~a ~~part~~wholly-owned ofHong ~~ERET’s~~Kong ~~marketing~~subsidiary, ~~strategy~~Elite ~~designed~~Energies toInternational ~~congregate~~Limited ~~small~~(“EEIL”), to ~~medium~~operate ~~sized~~and ~~distributors~~manage inall the ~~sales~~Company’s ~~channel~~potential ~~and~~business ~~general~~activities ~~construction~~in ~~fields~~Hong ~~across~~Kong ~~the~~and ~~United~~China ~~States~~market. inThe ~~order~~HK tooperation ~~form~~is agoing ~~larger~~to ~~distribution~~prepare ~~network~~to ~~program,~~work ~~called~~with ~~“Elite~~strategic ~~Energies~~partners ~~Distributors”~~that ~~(“EED”). This EED Program~~ will ~~provide~~be ~~product~~beneficial ~~information, marketing and sales materials~~ to ~~distributors~~the toCompany. ~~exploit~~After ~~and~~the ~~make~~incorporation aof ~~way~~EEIL, ~~into~~we ~~their~~have ~~local~~no ~~markets~~operation ~~and~~for EEIL in ~~turn~~Hong ~~help ERET quickly penetrate into the United States market~~Kong.

On June 7, 2011, the Company established a wholly-owned Hong Kong subsidiary, Elite Energies International Limited (“EEIL”), to operate and manage all the Company’s potential business activities in Hong Kong and China market. The HK operation is going to prepare to work with strategic partners that will be beneficial to the Company.

Market Opportunities

~~The~~We ~~economy~~are inlooking ~~2011~~for ~~was~~other ~~not~~opportunities ~~encouraging,~~in ~~petroleum~~the ishigh ~~hovering~~tech ~~around~~products, ~~$95~~such ~~per~~as ~~barrel~~electric ~~in June 2012~~vehicles, and itindustry isgas ~~anticipated~~business, ~~that~~such ~~the~~as ~~price~~for ~~will~~wielding ~~not~~services, ~~slip~~in ~~back at the near future~~China.

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

Competition

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

Employees

As of the date hereof, ~~together with QGBS,~~ we have ~~eight~~no employees.

~~Legal Proceedings~~-2-

In the normal course of our business, we may periodically be subject to various lawsuits. However, there is currently no legal action pending against the Company, nor, to our knowledge, any such proceedings contemplated.

ITEM 1A. RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this annual report before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Please note that throughout this annual report, the words “we”, “our”, “us”, or “Elite Energies” refer to the Company and its subsidiaries.

Risks Related to Our Business

ALTHOUGH WE HAVE AINCORPORATED ~~LIMITED~~SINCE ~~OPERATING~~2008, ~~HISTORY~~OUR ~~THAT~~OPERATION ~~YOU~~HAS ~~CAN~~NOT ~~USE~~ABLE TO ~~EVALUATE~~GENERATE ~~US,~~SUBSTANTIAL ~~AND~~REVENUE FOR THE ~~LIKELIHOOD~~COMPANY. OFWE ~~OUR~~ARE ~~SUCCESS~~NOT ~~MUST~~CURRENTLY BEPROFITABLE ~~CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES, DIFFICULTIES, COMPLICATIONS~~ AND ~~DELAYS~~MAY ~~FREQUENTLY~~NOT ~~ENCOUNTERED~~BECOME ~~BY A SMALL DEVELOPING COMPANY~~PROFITABLE.

WeAt ~~were~~March ~~incorporated~~31, in2013, ~~Delaware~~we onhad ~~March 28~~$57,832 ~~2008.~~cash Weon-hand ~~have~~and noour ~~significant~~stockholder’s ~~financial~~deficit ~~resources~~was ($52,974) and ~~limited~~there ~~revenues~~is substantial doubt as to ~~date~~our ability to continue as a going concern. ~~The~~We ~~likelihood~~have ofincurred operating losses since our ~~success~~formation ~~must~~and beexpect ~~considered~~to inincur ~~light~~losses ofand negative operating cash flows for the ~~problems,~~foreseeable ~~expenses~~future, ~~difficulties,~~and ~~complications~~we ~~and~~may ~~delays~~not ~~frequently~~achieve ~~encountered~~profitability. byWe aexpect ~~small~~to ~~developing~~incur ~~company~~substantial ~~starting~~losses afor ~~new~~the ~~business~~foreseeable ~~enterprise~~future and ~~the~~may ~~highly~~never ~~competitive~~become ~~environment~~profitable. inWe ~~which~~also weexpect ~~operate.~~negative ~~Since~~cash weflow ~~have~~for athe ~~limited~~foreseeable future as we incur operating ~~history~~losses and capital expenditures. As a result, we ~~cannot~~will ~~assure~~need ~~you~~to ~~that~~generate ~~our~~significant ~~business~~revenues ~~will~~in beorder ~~profitable~~to orachieve ~~that~~and wemaintain ~~will~~profitability. ~~ever~~We may not be able to generate ~~sufficient~~these revenues or achieve profitability in the future. Our failure to ~~meet~~achieve ~~our~~or ~~expenses~~maintain ~~and~~profitability ~~support~~could ~~our~~negatively ~~anticipated~~impact ~~activities~~the value of our business.

WE HAVE ~~LIMITED~~NOT ~~OPERATING~~COMMENCED ~~HISTORY~~SUFFICIENT REVENUE SINCE OUR INCEPTION AND FACE MANY OF THE RISKS AND DIFFICULTIES FREQUENTLY ENCOUNTERED IN NEW AND RAPIDLY EVOLVING MARKET.

We have limited operating history. We are facing many of the risks and difficulties encountered in rapidly evolving markets. These risks include the ability to:

● Commercialize our products;

● Increase awareness of our brand names;

● Strengthen customer loyalty;

● Maintain current strategic relationships, and develop new strategic relationships;

● Respond effectively to competitive pressures;

● Continue to develop and upgrade technology; and

● Attract, retain and motivate qualified personnel.

3WE CURRENTLY DO NOT HAVE CONTRACTS WITH ANY OF OUR SUPPLIERS AND CUSTOMERS. ALTHOUGH WE MAINTAIN A GOOD RELATIONSHIP WITH THEM, THERE IS NO ASSURANCE THAT OUR SUPPLIERS WILL CONTINUE TO PROVIDE US THE PRODUCTS OR THE CUSTOMERS WILL CONTINUE TO PURCHASE GOODS FROM US, WHICH COULD MATERIALLY ADVERSELY AFFECT OUR OPERATIONS AND REVENUES.

WESince ~~CURRENTLY~~we DOhave ~~NOT~~closed ~~HAVE~~out ~~CONTRACT~~the ~~WITH~~building ~~ANY~~material OFwholesale ~~OUR~~and ~~SUPPLIERS~~retail ~~AND~~operation, ~~CUSTOMERS.~~we ~~ALTHOUGH~~will WEnot ~~MAINTAIN~~place Aany ~~GOOD~~purchase ~~RELATIONSHIP~~orders ~~WITH~~through ~~THEM,~~those ~~THERE~~building ISmaterial NOsuppliers ~~ASSURANCE~~that ~~THAT~~we ~~OUR~~have ~~SUPPLIERS~~either ~~WILL~~from ~~CONTINUE~~PRC TOand ~~PROVIDE~~or US. ~~THE~~Regarding ~~PRODUCTS~~our ORLED ~~THE~~light ~~CUSTOMERS~~business, ~~WILL~~we ~~CONTINUE~~have TOnot ~~PURCHASE~~focused ~~GOODS~~on ~~FROM~~this USarea for the last 12 months. However, ~~WHICH~~we ~~COULD~~might ~~MATERIALLY~~look ~~ADVERSELY~~into ~~AFFECT~~this ~~OUR~~product ~~OPERATIONS~~line ~~AND~~for ~~REVENUES~~the following months.

The Company purchased approximately 84% of goods from one major vendor, Xiangxing Science & Trade Co., Ltd. for the year ended March 31, 2012 and purchased approximately 92% of goods from two major vendors, Jiangmen Pioneer Import & Export Co., Ltd. and Art Make Co., Ltd., for the year ended March 31, 2011. The Company has three customers, Whole Wood, Kingway Construction Supply, Inc. and Sincere Hardware Supply accounting for approximately 43% of the sales for the year ended March 31, 2012. The Company also has three customers Sincere Hardware Supply, Kingway Cabinet Outlet Inc. and Kingway Construction Supply Inc, which account for approximately 61% of the Company’s trade accounts receivable as of March 31, 2012. The Company also has five customers, Best Forest Products, Inc., CBS Building Supply Inc., Kingway Cabinet Outlet Inc., Kingway Construction Supply Inc. and Sincere Hardware Supply, which account for approximately 72% of the Company’s trade accounts receivable as of March 31, 2011. Although we maintain a good relationship with them, there is no assurance that the vendors will continue to provide us products in the future or the customers will continue to purchase goods from us. If due to any reason that they decide to discontinue their relationship with us, it could materially adversely affect our operations and revenues.-3-

OUR PRODUCTS ARE MANUFACTURED BY SUPPLIERS IN THE PRC AND CERTAIN POLITICAL, ECONOMIC AND SOCIAL FACTORS RELATING TO OPERATING IN THE PRC COULD ADVERSELY AFFECT OUR SUPPLIES AND BUSINESS OPERATIONS.

Our products are currently manufactured by suppliers in the PRC. The PRC is transitioning from a planned economy to a market economy. While the PRC government has pursued economic reforms since its adoption of the open-door policy in 1978, a large portion of the PRC economy is still operating under five-year plans and annual state plans. Through these plans and other economic measures, such as control on foreign exchange, taxation and restrictions on foreign participation in the domestic market of various industries, the PRC government exerts considerable direct and indirect influence on the economy. Many of the economic reforms carried out by the PRC government are unprecedented or experimental, and are expected to be refined and improved. Other political, economic and social factors can also lead to further readjustment of such reforms. This refining and readjustment process may not necessarily have a positive effect on the operations or future business development of our PRC suppliers. Our PRC suppliers’ operating results may be adversely affected by changes in the PRC’s economic and social conditions as well as by changes in the policies of the PRC government, such as changes in laws and regulations (or the official interpretation thereof), measures which may be introduced to control inflation, changes in the interest rate or method of taxation, and the imposition of restrictions on currency conversion in addition to those described below, which in turn, may adversely affect the supplies of our products and therefore our business operations.

WE DEPEND ON OUR KEY MANAGEMENT PERSONNEL AND THE LOSS OF THEIR SERVICES COULD ADVERSELY AFFECT OUR BUSINESS.

After our Annual Shareholders meeting that was held on December 20, 2012, a few of our directors were either resigned and or not being elected, Mr. George Ma, Mr. Tony Lee and Mr. Justin Luo were resigned from the Board while Ms. Lampo Joanna Cheung and Mr. Chung Tung Lim were not being elected. We have reduced the number of the Board members from 10 to 5 members only. We consider our current directors and officers to be essential to the success of the business. None of these individuals are currently subject to a written employment agreement and we do not maintain key life insurance on them. Although they have not indicated any intention of leaving us, the loss of any one of these individuals for any reason could have a very negative impact on our ability to fulfill our business plan as each officer has specific product and industry knowledge that would be difficult to replicate.

THE CONTINUED DEVELOPMENT AND COMMERCIALIZATION OF OUR PRODUCTS WILL REQUIRE A COMMITMENT OF SUBSTANTIAL FUNDS.

Our capital requirements will depend on many factors, including but not limited to, the costs and timing of our development and ~~launch~~set-up of potential joint venture activities, the success of our development efforts, the costs and timing of ~~the~~launching ~~expansion~~ of ~~our~~new ~~sales~~products and ongoing marketing activities. The extent to which our existing and new products will gain market acceptance will be based upon our ability to maintain existing collaborative relationships and enter into new collaborative relationships, competing product developments. Progress of our commercialization efforts and the commercialization efforts of our competitors, costs involved in acquiring, prosecuting, maintaining, enforcing and defending intellectual property claims, developments related to regulatory issues, and other factors, require substantial funds. We estimate that it will require a substantial investment to launch additional products with significant marketing efforts in our target market and to implement our business plan.

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

We depend on one major supplier, Xiangxing Science & Trade Co., Ltd., which provided approximately 84% of our goods for the year ended March 31, 2012. Our reliance on this supplier involves several risks, including a potential inability to obtain an adequate supply of goods and an increase in price if we are unable to negotiate favorable pricing terms with new suppliers. Therefore, if we are unable to maintain a relationship with the vendor for any reason, such loss would have a material adverse effect on our business, financial condition and results of operations.

WE MAY INCUR SIGNIFICANT COSTS TO BE A PUBLIC COMPANY TO ENSURE COMPLIANCE WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO ABSORB SUCH COSTS.

We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations.

OUR OFFICERS AND DIRECTORS BENEFICIALLY OWN A SIGNIFICANT AMOUNT OF THE OUTSTANDING COMMON STOCK AS OF THE DATE OF THIS FILING AND COULD TAKE ACTIONS DETRIMENTAL TO YOUR INVESTMENT FOR WHICH YOU WOULD HAVE NO REMEDY.-4-

~~Our~~THE ~~officers~~COMPANY ~~and~~IS ~~directors~~SUBJECT ~~beneficially~~TO ~~own~~THE ~~approximately~~15(D) ~~67.38%~~REPORTING ofREQUIREMENTS ~~the~~UNDER ~~outstanding~~THE ~~common~~SECURITIES ~~stock~~EXCHANGE asACT ofOF ~~the~~1934 ~~date~~WHICH ofDOES ~~this~~NOT ~~filing.~~REQUIRE ~~They~~A ~~will~~COMPANY ~~continue~~TO toFILE ~~have~~ALL ~~the~~THE ~~ability~~SAME toREPORTS ~~substantially~~AND ~~influence~~INFORMATION ~~the~~AS ~~management,~~A ~~policies,~~FULLY ~~and~~REPORTING ~~business operations~~COMPANY. ~~In addition, the rights of the holders of our common stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future.~~

WEThe ~~MAY~~Company ~~NEVER~~is ~~ISSUE~~subject ~~DIVIDENDS~~to the 15(d) reporting requirements according to the Securities Exchange Act of 1934. The Company is required to file the necessary reports in the fiscal year that the registration statement is declared effective. After that fiscal year and provided the Company has less than 300 shareholders, the Company is not required to file these reports. If the reports are not filed, the investors will have reduced visibility as to the Company and its financial condition. In addition, as a filer subject to Section 15(d) of the Exchange Act, the Company is not required to prepare proxy or information statements; our common stock will not be subject to the protection of the going private regulations; the Company will be subject to only limited portions of the tender offer rules; our officers, directors, and more than ten (10%) percent shareholders are not required to file beneficial ownership reports about their holdings in our Company; that these persons will not be subject to the short-swing profit recovery provisions of the Exchange Act; and that more than five percent (5%) holders of classes of your equity securities will not be required to report information about their ownership positions in the securities.

We did not declare any dividends for the years ended March 31, 2012 and 2011. Our Board of Directors does not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

FUTURE ACQUISITIONS MAY HAVE AN ADVERSE EFFECT ON OUR ABILITY TO MANAGE OUR BUSINESS.

If we are presented with appropriate opportunities, we may acquire complementary technologies companies. Future acquisitions would expose us to potential risks, including risks associated with the assimilation of new technologies and personnel, unforeseen or hidden liabilities, the diversion of management attention and resources from our existing business and the inability to generate sufficient revenues to offset the costs and expenses of acquisitions. Any difficulties encountered in the acquisition and integration process may have an adverse effect on our ability to manage our business.

Risks Related to Our Common Stock

THERE HAS BEEN LIMITED OR NO TRADING OF OUR COMMON STOCK ON THE OTCBB. DUE TO THE LIMITED TRADING OF OUR COMMON STOCK, YOU MAY NOT BE ABLE TO SELL YOUR SHARES IN THE OPEN MARKET

There has not been any established trading market for our common stock, and there is currently no established public market whatsoever for our securities. However, our shares may never be traded on the OTCBB, or, if traded, a public market may not materialize. If a public market for our common stock does not develop, investors may not be able to re-sell the shares of our common stock that they have purchased and may lose all of their investment. There can be no assurances as to whether:

(i) any market for our shares will develop;

(ii) the prices at which our common stock will trade; or

(iii) the extent to which investor interest in us will lead to the development of an active, liquid trading market.

Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors. In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of us and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

OUR COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH IS SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.

IfShares of our common stock ~~becomes~~are ~~tradable~~subject into rules adopted by the ~~secondary~~Securities ~~market,~~and weExchange ~~will~~Commission that regulate broker-dealer practices in connection with transactions in “penny stocks”. “Penny stock” is defined to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our common stock is covered by the penny stock rules, ~~adopted~~which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors.” The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission ~~that~~which ~~require~~provides ~~brokers~~information toabout penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide ~~extensive~~the ~~disclosure~~customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to ~~their~~the ~~customers~~customer orally or in writing prior to ~~executing~~effecting ~~trades~~the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny ~~stocks~~stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must 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 ~~cause~~have athe ~~reduction~~effect inof reducing the level of trading activity ofin ~~our~~the ~~common~~secondary market for the stock, ~~which~~that inis ~~all~~subject ~~likelihood~~to ~~would~~these ~~make~~penny itstock ~~difficult~~rules. ~~for~~Consequently, ~~our~~these ~~shareholders~~penny stock rules may affect the ability of broker-dealers to ~~sell~~trade ~~their~~our securities.

BECAUSE WE DO NOT INTEND TO PAY ANY DIVIDENDS ON OUR COMMON STOCK, INVESTORS SEEKING DIVIDEND INCOME OR LIQUIDITY SHOULD NOT PURCHASE SHARES OF OUR COMMON STOCK.

We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future. Investors seeking dividend income or liquidity should not invest in our common stock.

IF WE ISSUE ADDITIONAL SHARES IN THE FUTURE, IT WILL RESULT IN THE DILUTION OF OUR EXISTING SHAREHOLDERS.

Our certificate of incorporation authorizes the issuance of up to 1,000,000,000 shares of common stock par value of $0.000001 and 1,000,000,000 shares of preferred stock par value $0.000001 per share. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will result in a reduction of the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.

THE ABILITY OF OUR OFFICERS AND MAJORITY SHAREHOLDERS TO CONTROL OUR BUSINESS MAY LIMIT OR ELIMINATE MINORITY SHAREHOLDERS’ ABILITY TO INFLUENCE CORPORATE AFFAIRS.

Currently, members of our board of directors and certain executive officers beneficially own in the aggregate 46.3% of our outstanding common stock. Because of this level of beneficial stock ownership, these shareholders will be in a position to continue to elect our board of directors, decide all matters requiring stockholder approval and determine our policies. The interests of such shareholders may differ from the interests of other shareholders with respect to the issuance of shares, business transactions with or sales to other companies, selection of officers and directors and other business decisions. The minority shareholders would have no way of overriding decisions made by our principal shareholders. This level of control may also have an adverse impact on the market value of our shares because these stockholders may institute or undertake transactions, policies or programs that result in losses, may not take any steps to increase our visibility in the financial community and / or may sell sufficient numbers of shares to significantly decrease our price per share.

TO CONTINUE TO HAVE OUR SHARES QUOTED ON THE OVER-THE-COUNTER BULLETIN BOARD, WE WILL BE REQUIRED TO REMAIN CURRENT IN OUR FILINGS WITH THE SEC. IF WE ARE NOT CURRENT IN OUR SEC FILINGS, OUR SECURITIES WILL NOT BE ELIGIBLE FOR QUOTATION ON THE OTCBB, AND YOU WILL BE UNABLE TO SELL YOUR SHARES INTO THE OPEN MARKET.

To continue to have our shares quoted on the OTCBB, we will be required to remain current in our filings with the SEC in order for shares of our common stock to remain eligible for quotation on the OTCBB. In the event that we become delinquent in our required quarterly and annual filings with the SEC, quotation of our common stock will be terminated following a 30 day grace period if we do not make our required filing during that time. If our shares are not eligible for quotation on the over-the-counter bulletin board, investors in our common stock may find it difficult to sell their shares.

ITEM 2. PROPERTIES

Our business office is located at 848 Stewart Dr., Suite 101, Sunnyvale, California, 94085. The office is about 250 square feet and we pay rent of $100 per month to occupy this location. ~~QGBS,~~We ~~one~~have moved out of our ~~subsidiaries,~~San ~~leased~~Leandro ~~an office and~~ warehouse insince ~~San~~QGBS ~~Leandro,~~closed ~~California for~~ its ~~green building materials~~ operation. The warehouse is about 23,500 square feet and is located at 2756 Alvarado St, Unit E and F, San Leandro, Alameda, California 94577. The monthly rent for the warehouse is $7,479 and the lease will expire on October 31, 2012. We ~~will work to renew the lease in favorable terms before the current lease expires. We~~ have no other properties and at this time have no intention to acquire any properties.

ITEM 3. LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

-5-

PART II

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

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

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

Holders of Our Common Stock

As of the date of this report, in accordance with our transfer agent records, we had 5558 shareholders holding 3036,~~340~~790,~~955~~965 shares of our common stock.

Stock Option Grants

To date, we have not granted any stock options.

Dividends

Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

Transfer Agent and Registrar

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

Securities Authorized for Issuance Under Equity Compensation Plans

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

ITEM 6. SELECTED FINANCIAL DATA

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

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

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

-6-

Business Overview

Elite Energies, Inc. is ~~the~~a Delaware holding company ~~and~~(“we”, ~~has~~“us”, ~~incorporated~~or athe “Company”). Through our wholly owned California subsidiary ~~corporation~~, Elite Renewable Energies Technology, Inc. (“ERET”), we have invested into energy saving products such as LED (light emitting diode) lighting and environmentally friendly building materials for the ~~operating~~last ~~subsidiary~~few years. However, Wethe market and demand for LED products in general are avolatile ~~Delaware~~and ~~corporation~~the ~~investing~~profit margin in ~~energy~~selling ~~saving~~LED lighting is declining. Therefore, we have made a decision to shift our focus on LED to other energy related ~~products~~businesses, such as ~~LED~~industry ~~lighting~~gas and ~~environmentally~~recently, ~~friendly~~the ~~building~~electric ~~materials~~vehicle (EV) business.

~~ERET,~~We ~~through~~made ~~its~~the ~~subsidiaries,~~business ~~focuses~~decision onin ~~conducting~~July a2012 ~~broad~~to ~~base~~discontinue ofthe ~~activities~~operation ~~and~~of ~~products~~Quality ~~such~~Green asBuilding ~~selling~~Supplies ~~exterior~~Inc. ~~lighting systems which can increase efficient energy uses with decreased energy consumption~~(“QGBS”), ~~such~~because ~~as,~~QGBS ~~selling~~failed ~~solar~~to ~~LEDs~~perform for ~~outdoor~~two ~~lightings.~~consecutive ~~On the green building material, we are targeting builders and general contractors as our customers~~years. At ~~However,~~this ~~at the beginning of 2012~~time, weQGBS ~~have~~is ~~remodeled~~no alonger ~~portion~~in ~~of our warehouse to become a showroom, and expect to also attract retail customers~~operation.

Our Hong Kong subsidiary, Elite Energies International Limited (“EEIL”), is actively looking for new opportunities for the Company to prosper. We were trying to work out a plan to apply for a license for EEIL to sell industrial gas in the Hunan Province of People’s Republic of China and (“PRC”). After months of intensive effort, the plan has not yet materialized. We are contemplating whether to changeover to another strategy and are planning to purchase an existing industry gas re-seller’s license to accomplish our goal of selling industrial gas in Hunan Province.

As stated previously, Mrs. Ai Huan Liu, our Chairwoman of the Board of Directors has been involved with the industrial gas business for more than 20 years. Once we are successful in being a re-seller, we believe Mrs. Liu could lead the Company to do well in the industrial gas business.

On July 8, 2013, the Board welcomed Mr. Charles Lu, one of our shareholders to become Director of newly formed Business Development Division. Mr. Lu’s first assignment will be to assist Mr. Spencer Luo, our CEO in developing our EV business. Currently we are in touch with IDRF Electric Car Technology Co. Ltd. (www.idrf.cn) (“IDRF”); an electric car design firm with many years of car designing experience, IDRF is located at Zhuhai, Guangdong Province, PRC.

In mid July 2013, Mr. Spencer Luo traveled to Zhuhai for an initial meeting with the directors of IDRF. The outcome of this meeting was positive and both Mr. Luo and Mr. Lu are further studying the profitability of the EV business and the potential of working with IDRF in forming a joint venture. Mr. Charles Lu will keep on looking for other business opportunities that could enhance the value of the Company.

Plan of Operation

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

WeFor ~~are~~the ~~still~~next ~~working~~90 ondays, our priority is to raise funds and maintain sufficient resources to operate. It is important to pursue the ~~trade~~industrial ~~mark~~gas ~~approval,~~re-seller ~~since~~license ~~there~~in Hunan Province as this approach will enable the Company to penetrate the gas reselling industry in a shorter period of time. We are ~~quite~~in negotiation with a few ~~brand~~re-sellers ~~names~~in ~~using~~the ~~“Elite”~~gas asproduction ~~their~~industry ~~trade~~regarding ~~mark~~the possibility of forming a joint venture in Chenzhou, Hunan Province. We ~~may~~expect ~~have~~to consummate an agreement with the proper re-sellers within the next 6 months. In order to ~~change~~pursue this project, we estimate that we will need to raise funds amounting to $300,000 within the ~~details~~next 3 months. The regulation on gas production industry is strictly controlled by the PRC Ministry of ~~our~~Machinery ~~application~~and inDepartment ~~order~~of Science and Technology and Standards (MMDSTS). The re-sellers that we are attempting to ~~get~~negotiate with for this joint venture will have the ~~approval~~necessary license and shall comply with the PRC MMDSTS regulations on gas production industry. Our ~~Once~~Chairwoman Mrs. Liu has many years experience in the ~~trademark~~gas isproduction ~~issued~~industry. As such, we believe we will be able to ~~add~~raise the ~~brand~~proceeds ~~name~~necessary onto continue our ~~quality~~operations ~~products~~over ~~and~~the itnext ~~will~~12 ~~differentiate~~months. There ~~and~~is ~~promote~~no ~~our~~guarantee, ~~products~~however, that we will be successful in raising the ~~market~~full amount needed.

7At the same time, Mr. Spencer Luo and Mr. Charles Lu are planning a second visit to IDRF by the end of August. During their visit will try to establish a plan for both the Company and IDRF to form a joint venture. We believe there is a great potential for growth in the electric car business in China and Worldwide.

We ~~are~~believe ~~exploring~~electric ~~the~~cars ~~opportunity~~(EV) have a huge potential in ~~variety~~China because of ~~industrial~~its ~~gas~~air ~~resale~~pollution inproblems ~~PRC.~~caused ~~Our~~by HKconventional ~~subsidiary~~vehicles. However, ~~EEIL is~~the ~~expecting~~technology still needs to ~~sign~~improve abut ~~letter~~getting ofinvolved ~~intent~~at ~~(“LOI”)~~this stage with ~~ChenZhou~~electric ~~XuHui~~car ~~QiTi~~development ~~(an~~and ~~industry~~manufacturing ~~gas~~is ~~manufacturing~~in-line ~~company~~with ~~located~~Elite’s ingoal ~~Chen~~of ~~Zhou,~~investment ~~Hunan),~~into ~~for~~energy ~~using~~saving ~~XuHui’s~~products. The ~~brand~~Board ~~name~~is pleased with the findings and approved the Business Development division to ~~operate~~continue ~~gas~~to ~~trading~~explore inand ~~Hunan~~develop ~~Province.~~a ~~This~~complete ~~will~~time beline ~~our~~to ~~major~~materialize ~~business~~and ~~objective~~capture ~~for~~the ~~our~~opportunities ~~on-going operation~~so presented.

We will hire consultants and an appropriate appraiser to study the industrial gas industry business in PRC and evaluate ChenZhou XuHui QiTi’s value. Based on the result of the study and appraisal reports, the Board will evaluate and vote for acquisition of XuHui. Since our Chairwoman Mrs. Liu has years of experience in the industrial gas business, she can greatly assist us in exploring potential opportunity in this industry.-7-

~~Elite~~For ~~plans~~the tonext ~~change~~180 ~~its~~days, ~~name~~our HK subsidiary EEIL is still trying to apply to receive the Closer Economic Partnership Agreement (“~~Elite~~CEPA”) ~~Universal~~status ~~Holdings,~~in ~~Inc~~Hong Kong.”, CEPA ~~upon~~is ~~approval~~an ~~from~~agreement ~~all~~signed ~~directors,~~between ~~the~~People ~~majority~~Republic of China and Hong Kong SAR government to allow companies registered in Hong Kong with qualifying products and services to enjoy preferential access, tax benefits to mainland China market. By obtaining the ~~shareholders~~CEPA status, EEIL shall deem to have gained a valuable tool on hand to increase our business efficiency and ~~the~~profit ~~government~~potential ~~regulators~~in PRC.

For our long term strategy, Elite Energies is ~~also~~continuing ~~exploring~~to atseek ~~other~~opportunities ~~high~~to ~~tech~~venture ~~company~~with inthe ~~China~~industrial ~~for~~gas ~~potential~~and electric car business ~~opportunity~~opportunities. We believe these two latest projects shall be the turning point of our Company’s future growth path.

Result of Operations for the Year Ended March 31, 2013 Compared to the Year Ended March 31, 2012

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

		% of Revenues
	% of Net Loss
		2012			2011
	2013			2012
Revenues-
Trade, net of returns		~~93.4~~-	%		~~89.8~~-	%
Related parties		6.6			10.2
		100.0			100.0
Cost of Revenue		89.2			77.3
Gross profit		10.8			22.7
Operating expenses
Payroll expenses		19(2.14	)		14(9.80	)
General and administrative		6(2.81	)		11(2.03	)
Rent and utilities		9(0.82	)		8(0.83	)
Legal and professional fees		11(22.19	)		13(28.1	)
Total operating expenses		46(27.87	)		47(39.78	)
Other income/(expenses)
Other (expenses)
Interest income		0.0			0.0
Loss on assets disposal		(0.3	)		-
Interest under capital leases		(0.1)			(0.1)
Note interest		(0.6	)		(0.9	)
Note interest		(0.9)			(0.8)
Total other (expenses)		(0.9	)		(0.9	)
Total other income/(expenses)		(1.0)			(0.9)
Loss before income taxes		(28.6	)		(40.7	)
Loss before income taxes		(37.0)			(25.9)
Provision for income taxes		-			-
Net loss		(37.0)			(25.9)
Net loss from Continuing Operations		(28.6	)		(40.7	)
Less: Net loss attributable to noncontrolling interest		(10.5)			(5.4)
Discontinued Operations, Net of Taxes
Net loss attributable to Elite Energies, Inc.		(26.4)	%		(20.5)	%
Loss from discontinued operations, net of taxes		(66.1	)		(59.3	)
Loss on disposal of assets, net of taxes		(5.3	)		-
Loss from Discontinued Operations		(71.4	)		(59.3	)
Net loss		(100.0	)		(100.0	)
Less: Net loss attributable to noncontrolling interest		(35.2	)		(28.5	)
Net loss attributable to Elite Energies, Inc.		(64.8	)%		(71.5	)%

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

-8-

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

8Payroll expenses: Payroll expenses were $11,845 for the year ended March 31, 2013 and $32,427 for the year ended March 31, 2012, representing a decrease of $20,582 or 63.5%. The decrease was primarily due to layoffs during the current fiscal year. During the year ended March 31, 2013, we had 1 part-time employee since the second quarter of the current fiscal year due to the closure of QGBS.

~~Revenue:~~General ~~Our~~and ~~revenue~~administrative ~~was~~expenses: ~~mainly~~General ~~generated~~and ~~from~~administrative ~~the~~expenses ~~sales~~include ofdepreciation, ~~environmentally friendly building materials~~licenses, ~~primarily hardwood floors~~advertising, totravel ~~the~~and ~~customers~~state ~~through~~franchise ~~our 50~~taxes.~~52%~~ Our ~~owned~~general ~~subsidiary~~and ~~QGBS.~~administrative ~~For~~expenses were $10,350 for the year ended March 31, ~~2012~~2013, wecompared ~~generated~~to $~~969~~8,~~494~~222 in ~~revenue,~~the ~~representing~~year aended ~~decrease~~March ~~of $109~~31,~~410,~~ ~~or 10.1%~~2012, ~~compared~~representing toan ~~the~~increase ~~revenue~~ of $12,~~078,904~~128 ~~during~~or ~~the year ended on March 31~~25.9%, ~~2011.~~which ~~The~~was ~~decrease~~primarily ~~of our revenue is~~ due to ~~suppliers~~travel ~~from~~expenses ~~China~~we ~~failing~~incurred ~~to comply with the shipping schedule~~ during the ~~second~~year ~~quarter~~ended ofMarch ~~the~~31, ~~current fiscal year~~2013.

~~Cost~~Rent ofand ~~Revenue~~utilities: ~~Our~~The ~~cost~~rent ofand ~~revenue~~utilities ~~includes~~were ~~expenses mainly related to the products sold. Our cost of revenue was~~ $~~864~~1,~~533~~200 for the year ended March 31, ~~2012~~2013, compared to $~~834~~1,~~426~~200 ~~for~~in the year ended March 31, ~~2011, representing an increase of $30,107 or 3~~2012.~~6%.~~ ~~The~~Currently ~~increase~~we ofrent ~~cost~~a ofcorporate ~~revenue~~business isoffice ~~primarily~~in ~~due to the provision for inventory obsolescence of $70~~Sunnyvale,~~437~~ ~~recorded and higher purchase costs during the year ended March 31, 2012 as compared to the year ended March 31, 2011~~California.

~~Payroll~~Legal ~~expenses~~and professional fees: The ~~payroll~~legal ~~expenses~~and professional fees were $~~184~~111,~~768~~709 for the year ended March 31, ~~2012~~2013 and $~~159~~100,~~262~~768 for the year ended March 31, ~~2011~~2012, representing an increase of $2510,~~506,~~941 or 1610.09%. The increase was primarily ~~due~~attributable to ~~the~~a ~~hiring~~slight ofincrease ~~one~~in rates ~~new~~charged ~~employee~~by tothe ~~perform~~outside ~~our~~professionals ~~daily~~for ~~operations. During~~ the year ended March 31, ~~2012,~~2013 ~~together~~as ~~with~~compared ~~QGBS,~~to wetheyear ended ~~have~~March 831, ~~employees~~2012.

~~General~~Discontinued ~~and~~Operations: ~~Administrative~~Our ~~Expenses:~~revenue ~~General~~was mainly generated from the sales of fixtures and ~~administrative~~environmentally ~~expenses~~friendly ~~include~~building ~~depreciation~~materials, ~~licenses~~primarily hardwood floors, ~~advertising~~to customers through our 50.52% owned subsidiary QGBS, ~~travel~~which ~~and~~business ~~state~~was ~~franchise~~discontinued ~~taxes~~from July 2012. For the year ended March 31, 2013, we generated $414,864 in revenue, representing a decrease of $554,630, or 57.2%, compared to revenue of $969,494 during the same period ended on March 31, 2012. The decrease of our revenue was attributable to lower demand for our products as well as the discontinuance of the QGBS operations during the second quarter of the current fiscal year. Our ~~general~~cost of revenue includes expenses mainly related to the products sold. Our cost of revenue was $552,694 for the year ended March 31, 2013, compared to $864,533 for the year ended March 31, 2012, representing a decrease of $311,839 or 36.1%. The decrease of cost of revenue was due to the decrease of the revenue. Further, QGBS recorded provision for inventory obsolescence of $199,021 during the second and ~~administrative~~third quarter of the current fiscal year as compared to $70,437 for the year ended March 31, 2012. Total operating expenses were $66211,~~183~~142 for the year ended March 31, ~~2012~~2013, compared to $~~118~~317,~~731~~712 infor the year ended March 31, ~~2011~~2012, representing a decrease of $52106,~~548,~~570 or 4433.35%,. ~~which~~The decrease of total operating expenses was primarily due to ~~lower~~less ~~expenses~~hiring ~~relating~~of tofull-time employees since the ~~public~~second ~~offering~~quarter ~~for~~of the current fiscal year as compared to the year ended March 31, 2012. asQGBS hired 3 part-time employees from July 2012 to October 2012, and hired no employees thereafter compared to an average 5 full-time employees during the year ended March 31, ~~2011~~2012. Further, QGBS only recorded nine months of warehouse rents during the year ended March 31, 2013 while it recorded 12 months of warehouse rents during the year ended March 31, 2012.

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

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

LIQUIDITY AND CAPITAL RESOURCES

Since inception, we have incurred recurring losses and have an accumulated deficit of $~~556~~873,~~674~~159 through March 31, ~~2012~~2013. We have financed our operations primarily through the sale of common ~~stocks~~stock and proceeds from shareholders’ loans to our subsidiary. As of March 31, ~~2012~~2013, the Company’s current assets were $~~460~~51,~~545~~194 and current liabilities were $~~246~~104,~~684~~273, and total cash was $3451,~~793~~150. A summary of cash flows from both continuing and discontinued operations for the years ended March 31, 2013 and 2012 follows:

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

-9-

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

	2013			2012
Net cash (used in) operating activities	$	(57,832	)	$	(239,715	)
Net cash provided by (used in) investing activities		5,000			(11,944	)
Net cash provided by financing activities		69,189			243,801
Net increase/(decrease) in cash		16,357			(7,858	)
Cash, Beginning of Year		34,793			42,651
Cash, Ending of Year	$	51,150		$	34,793

The Company ~~had~~used ~~net~~ cash ~~used~~ in ~~investing~~operating activities for the year ended March 31, 2013 of $1157,~~944~~832 and used cash in operating activities of $15239,~~908~~715 for the year ended March 31, 2012 ~~and 2011, respectively~~. The decrease was primarily ~~due~~a toresult ~~less~~of ~~capital~~the ~~expenditure~~decrease in inventory levels.

9The Company had net cash provided by investing activities of $5,000 and used cash in investing activities of $11,944 for the year ended March 31, 2013 and 2012, respectively. The decrease was primarily due to the proceeds from the disposal of assets from the discontinued operations of QGBS in the current year.

The Company had net cash provided by financing activities of $~~243~~69,~~801~~189 and $~~199~~243,~~502~~801 for the year ended March 31, ~~2012~~2013 and ~~2011~~2012, respectively. The ~~increase~~decrease was primarily due to ~~the~~less cash proceeds from issuance of common ~~stock~~stocks infor ~~April~~the ~~2011~~year ended March 31, 2013 than for the year ended March 31, 2012 and more cash repayments to the shareholders’ loan to subsidiary for the current year than the previous year .

We believe that we will need additional funding to satisfy our cash requirements for the next twelve months. We will continue to monitor our expenditures and cash flow position by reducing operating costs, improving operating profitability, controlling inventory levels, working with vendors and other creditors to accept more favorable payment terms, and through seeking additional financing ~~funding~~. OnCompletion ~~June 13, 2012, the Board unanimously approved the issuance~~ of ~~shares to its Directors in order to raise funds for the Company’s operations. However, completion of~~ our plan of operation is subject to attaining adequate ~~revenue and additional investors’ funding~~financing. 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. We expect that we will need around $100,000 for the ongoing continuing operations, and another $300,000 to $500,000 for any new operatingprojects.

GOING CONCERN

As reflected in the accompanying consolidated financial statements, the Company had a net loss of $~~256~~488,~~353~~501, used ~~$239,715~~cash of ~~cash~~$57,832 in operating activities during the year ended March 31, ~~2012~~2013, and has an accumulated deficit of $~~556~~873,~~674~~159 at March 31, ~~2012~~2013. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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

OFF-BALANCE SHEET ARRANGEMENTS

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

-10-

CRITICAL ACCOUNTING POLICIES

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

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable because we are a smaller reporting company.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

10-11-

ELITE ENERGIES, INC.

INDEX TO

CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US dollars)

CONTENTS		PAGES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-2
CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2012 AND 2011		F-3
CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2013 AND 2012		F-3
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED MARCH 31, 2012 AND 2011		F-4
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED MARCH 31, 2013 AND 2012		F-4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED MARCH 31, 2012 AND 2011		F-5
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED MARCH 31, 2013 AND 2012		F-5
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED MARCH 31, 2012 AND 2011		F-6
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED MARCH 31, 2013 AND 2012		F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2012 AND 2011		F-7 – F-1415

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Elite Energies, Inc.

& Subsidiaries:

We have audited the accompanying consolidated balance sheets of Elite Energies, Inc. & Subsidiaries as of March 31, ~~2012~~2013 and ~~2011~~2012, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of Elite Energies, Inc. & Subsidiaries’ management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Elite Energies, Inc. & Subsidiaries as of March 31, ~~2012~~2013 and ~~2011~~2012, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

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

/s/ Mah & Associates, LLP

San Francisco, California

~~June~~August 2916, ~~2012~~2013

F-2

ELITE ENERGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2012 AND MARCH 31, 2011
AS OF MARCH 31, 2013 AND MARCH 31, 2012
	2012			2011
	March 31, 2013			March 31, 2012
ASSETS
Current Assets
Cash	$	3439,~~793~~669		$	4231,~~651~~615
Trade receivables -
Prepaid expenses		44			523
Others, net		57,843			52,431
Total Currents Assets		39,713			32,138
Related parties		6,441			15,682
Property and Equipment, net		-			1,558
Inventory, net		360,660			543,513
Assets of Discontinued Operations		11,481			516,410
Prepaid expenses		808			7,493
Total Assets	$	51,194		$	550,106
Total Currents Assets		460,545			661,770
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
Deposit		51,809			26,809
Property and Equipment, net		37,752			37,534
Total Assets	$	550,106		$	726,113
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Trade payables -
Others	$	7818,~~756~~827		$	~~126~~7,~~892~~502
Related parties		313,~~730~~230			~~26,123~~240
Accrued expenses -
Related parties		-			10,380
Interest		963			963
Interest		3,196			5,842
Others		105			350
Others		4,611			10,358
Obligations under capital leases - current		3,391			6,200
Directors' loans		35,000			35,000
Loan from unrelated party		10,000			10,000
Stockholder loans to subsidiaries		80,000			70,000
Total Current Liabilities		68,125			54,055
Total Current Liabilities		246,684			300,795
Liabilities of Discontinued Operations		36,148			192,629
Obligations under capital leases - noncurrent		-			3,391
Total Liabilities		104,273			246,684
Total Liabilities		246,684			304,186
Commitments
Stockholders' Equity
Stockholders' Equity/(Deficit)
Common stock, authorized 50,000,000 shares, par value $0.000001, 30,340,955 shares and 26,340,955 shares issued and outstanding on March 31, 2012 and March 31, 2011, respectively		30			26
Common stock, authorized 50,000,000 shares, par value $0.000001, 35,940,955 shares and 30,340,955 shares issued and outstanding on March 31, 2013 and March 31, 2012, respectively		36			30
Additional paid-in-capital		~~730~~862,~~427~~421			~~490~~730,~~431~~427
Accumulated deficit		(~~556~~873,~~674~~159	)		(~~300~~556,~~321~~674	)
Total Elite's Stockholders' Equity		173,783			190,136
Total Elite's Stockholders' Equity/(Deficit)		(10,702	)		173,783
Noncontrolling Interest		~~129~~(42,~~639~~377	)		~~231~~129,~~791~~639
Total Stockholders' Equity		303,422			421,927
Total Stockholders' Equity/(Deficit)		(53,079	)		303,422
Total Liabilities and Stockholders' Equity	$	550,106		$	726,113
Total Liabilities and Stockholders' Equity/(Deficit)	$	51,194		$	550,106
The accompanying notes are an integral part of these consolidated financial statements.

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

F-3

ELITE ENERGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31, 2012 AND 2011
FOR THE YEARS ENDED MARCH 31, 2013 AND 2012
	Years ended March 31,
	Years Ended March 31,
	2012			2011
	2013			2012
Revenues-
Trade, net of returns	$	~~905,214~~-		$	~~968,414~~-
Related parties		64,280			110,490
		969,494			1,078,904
Cost of Revenue		864,533			834,426
Gross profit		104,961			244,478
Operating expenses
Payroll expenses		~~184~~11,~~768~~845			~~159~~32,~~262~~427
General and administrative		6610,~~183~~350			~~118~~8,~~731~~222
Rent and utilities		951,~~196~~200			941,~~615~~200
Legal and professional fees		~~107~~111,~~668~~709			~~141~~100,~~608~~768
Total operating expenses		~~453~~135,~~815~~104			~~514~~142,~~216~~617
Other income/(expenses)
Other (expenses)
Interest income		8			133
Loss on disposal of assets		(1,275	)		-
Interest under capital leases		(822	)		(1,524	)
Note interest		(3,150	)		(3,137	)
Note interest		(8,837	)		(8,242	)
Total other (expenses)		(4,425	)		(3,137	)
Total other income/(expenses)		(9,651	)		(9,633	)
Loss before income taxes		(139,529	)		(145,754	)
Loss before income taxes		(358,505	)		(279,371	)
Provision for income taxes		-			-
Net loss		(358,505	)		(279,371	)
Net loss from continuing operations		(139,529	)		(145,754	)
Less: Net loss attributable to noncontrolling interest		(102,152	)		(58,255	)
Discontinued operations, net of taxes
Net loss attributable to Elite Energies, Inc.	$	(256,353	)	$	(221,116	)
Loss from discontinued operations, net of taxes		(323,122	)		(212,751	)
Loss per Share - Basis and Diluted	$	(0.01	)	$	(0.01	)
Loss on disposal of discontinued assets, net of taxes		(25,850	)		-
Loss from discontinued operations		(348,972	)		(212,751	)
Net loss		(488,501	)		(358,505	)
Less: Net loss attributable to noncontrolling interest		(172,016	)		(102,152	)
Net loss attributable to Elite Energies, Inc.	$	(316,485	)	$	(256,353	)
Loss per Share - Basic and Diluted	$	(0.01	)	$	(0.01	)
Weighted average number of common shares outstanding
during the period - Basis and Diluted		30,024,015			26,340,955
during the period - Basic and Diluted		32,141,777			30,024,015
The accompanying notes are an integral part of these consolidated financial statements.

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

F-4

ELITE ENERGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 2012 AND 2011
FOR THE YEARS ENDED MARCH 31, 2013 AND 2012
										Total Elite's			~~Total Elite's~~			Total			~~Total~~
	Common Stock				Paid in		~~Subscription~~Accumulated			~~Accumulated~~Stockholders'			~~Stockholders'~~Noncontrolling			~~Noncontrolling~~Stockholders'			~~Stockholders'~~
	Shares		Amount		Capital		~~Receivable~~Deficit			~~Deficit~~Equity			~~Equity~~Interest			~~Interest~~Equity			~~Equity~~
Balance, April 1, 2010		26,340,955	$	26	$	490,431	$	(120,001	)	$	(79,205	)	$	291,251		$	200,046		$	491,297
Balance, April 1, 2011		26,340,955	$	26	$	490,431	$	(300,321	)	$	190,136		$	231,791		$	421,927
Issurance of common stock to noncontrolling interest		-		-		-		-			-			-			90,000			90,000
Issuance of common stock		4,000,000		4		239,996		-			240,000			-			240,000
Cash received for subscription receivable		-		-		-		120,001			-			120,001			-			120,001
Net Loss		-		-		-		(256,353	)		(256,353	)		(102,152	)		(358,505	)
Net Loss		-		-		-		-			(221,116	)		(221,116	)		(58,255	)		(279,371	)
Balance, March 31, 2012		30,340,955		30		730,427		(556,674	)		173,783			129,639			303,422
Balance, March 31, 2011		26,340,955		26		490,431		-			(300,321	)		190,136			231,791			421,927
Issuance of common stock		5,600,000		6		131,994		-			132,000			-			132,000
Issuance of common stock		4,000,000		4		239,996		-			-			240,000			-			240,000
Net loss		-		-		-		(316,485	)		(316,485	)		(172,016	)		(488,501	)
Net loss		-		-		-		-			(256,353	)		(256,353	)		(102,152	)		(358,505	)
Balance, March 31, 2013		35,940,955		36		862,421		(873,159	)		(10,702	)		(42,377	)		(53,079	)
Balance, March 31, 2012		30,340,955	$	30	$	730,427		-		$	(556,674	)	$	173,783		$	129,639		$	303,422
The accompanying notes are an integral part of these consolidated financial statements.

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

F-5

ELITE ENERGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2012 AND 2011
FOR THE YEARS ENDED MARCH 31, 2013 AND 2012
	2012			2011
	2013			2012
Cash Flows from Operating Activities:
Net loss	$	(~~358~~488,~~505~~501	)	$	(~~279~~358,~~371~~505	)
Less: loss from discontinued operations, net of taxes		(348,972	)		(212,751	)
Net loss from continuing operations		(139,529	)		(145,754	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation		~~11,726~~283			~~13,735~~566
Provision for inventory obsolescence		70,437			-
Loss on disposal of assets		1,275			-
Provision for doubtful accounts		-			20,390
Change in operating assets and liabilities:
(Increase)/Decrease in trade receivables		3,829			(17,123	)
Decrease in prepaid expenses		479			105
Decrease in other receivable		-			500
Increase/(Decrease) in trade payables		14,315			(2,835	)
(Increase)/Decrease in inventories		112,415			(233,180	)
(Decrease) in accrued expenses		(245	)		(17,828	)
Decrease in prepaid expenses and inventory in transit		6,685			90,428
Net Cash (Used in) Operating Activities from Continuing Operations		(123,422	)		(165,746	)
(Increase) in deposit		(25,000	)		(15,000	)
Net Cash Provided by/(Used in) Operating Activities from Discontinued Operations		65,590			(73,969	)
Increase/(Decrease) in trade payables		(42,529	)		118,337
Net Cash (Used in) Operating Activities		(57,832	)		(239,715	)
Increase/(Decrease) in accrued expenses		(18,773	)		17,225
Net Cash (Used in) Investing Activities from Continuing Operations		-			-
Net Cash Used in Operating Activities		(239,715	)		(284,059	)
Net Cash Provided by/(Used in) Investing Activities from Discontinued Operations		5,000			(11,944	)
Net Cash Used in Investing Activities for purchase of property and equipment		(11,944	)		(15,908	)
Net Cash Provided by/(Used in) Investing Activities		5,000			(11,944	)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock		~~240~~132,000			-240,000
Proceeds from issuance of shares to noncontrolling interest		-			90,000
Net Cash Provided by Financing Activities from Continuing Operations		132,000			240,000
Proceeds from collection of subscription receivable		-			120,001
Net Cash Provided by/(Used in) Financing Activities from Discontinued Operations		(62,811	)		3,801
Proceeds from directors' loans		-			35,000
Net Cash Provided by Financing Activities		69,189			243,801
Proceeds from loans from unrelated party		-			10,000
Net Increase/(Decrease) in Cash		16,357			(7,858	)
Proceeds from stockholder loans to subsidiary		30,000			-
Cash from Continuing Operating at Beginning of Year		31,615			21,185
(Repayment) of stockholder loans to subsidiary		(20,000	)		(50,000	)
Cash from Discontinued Operating at Beginning of Year		3,178			21,466
(Payments) on capital lease obligations		(6,199	)		(5,499	)
Cash at End of Year		51,150			34,793
Net Cash Provided by Financing Activities		243,801			199,502
Less Cash from Discontinued Operations at End of Year		11,481			3,178
Net (Decrease) in Cash		(7,858	)		(100,465	)
Cash from Continuing Operating at End of Year	$	39,669		$	31,615
Cash, Beginning of Year		42,651			143,116
Cash, Ending of Year	$	34,793		$	42,651
Supplemental cash flow information
Interest paid	$	125,~~305~~765		$	912,~~524~~305
Income taxes paid	$	-		$	-
The accompanying notes are an integral part of these consolidated financial statements.

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

F-6

ELITE ENERGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2012~~2013 AND ~~2011~~2012

NOTE 1. SUMMARY OF ORGANIZATION

Elite Energies, Inc. (“ELITE”, the “Company”) is a Delaware Corporation ~~that~~and was formed on March 28, 2008 under the name “Global ePlatform Technologies Inc.”. On December 17, 2008, Global ePlatform Technologies Inc. changed its name to Elite Energies, Inc. The Company, located in Sunnyvale, California, is a holding company ~~whose~~which has subsidiaries that invest in renewable ~~energy~~energies technology ~~and operates as a wholesale distributor of environmentally friendly building materials, products, such as hardwood floors, cabinets and sinks, and related services~~.

The Company has a wholly-owned subsidiary, Elite Renewable Energies Technology, Inc. (“ERET”), which was incorporated on January 29, 2009 under the laws of the State of California. ERET holds and invests in and operates a subsidiary, Quality Green Building Supplies, Inc. (“QGBS”), a discontinued wholesale distribution company that is incorporated in California. ~~ERET~~ plans to sign up more distributors across the nation to implement Elite Energies Distribution (EED) program. This EED program is to build up new distribution channels with local distributors at selected regions throughout the United States. QGBS was established in July 2009, and is operating as building materials wholesaler in the San Francisco Bay Area. ~~The~~In ~~financial~~July ~~statements~~2012, ofthe ~~QGBS~~Board ~~are~~of ~~included~~Directors inof the ~~consolidated~~Company ~~financial~~decided ~~statements~~to ~~because~~discontinue ofQGBS’s operation since QGBS did not meet the Company’s ~~majority~~projected ~~ownership~~target ~~(50.52%)~~of ~~and~~profitability ~~control~~during ~~over~~the ~~QGBS~~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 S.~~A.R..~~ EEIL is established for the Company’s future Asia operations once the Company obtains more funding. Currently, EEIL has limited cash ~~assets~~ and no operations.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Changes in Basis of Presentation

The March 31, 2012 and year ended March 31, 2012 financial information has been revised so that the basis of presentation is consistent with that of the March 31, 2013 and the year ended March 31, 2013 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 consolidated financial statements have been prepared in accordance with accounting principles general accepted in the United States of America.

Principles of Consolidation

The consolidated financial statements of the Company include wholly-owned and majority subsidiaries (ERET, EEIL and QGBS) under its control. All of the material intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

F-7

Revenue and Cost Recognition

The Company recognizes revenue in accordance with FASB Accounting Standards Codification No. (“ASC”) 605, Revenue Recognition. The Company sells lighting products, fixtures and environmental friendly building materials. The Company recognizes revenue when persuasive evidence of a sales arrangement exists, delivery of merchandise occurs through the transfer of title and risks and rewards of ownership, the selling price is determinable, and collectability is reasonably assured. The majority of the sales contracts transfer title and risk of loss to customers upon receipt of goods. Revenues are primarily recognized upon shipment as the shipments of each product group are typically delivered to the customers within the same day. Any discrepancy between the shipment and the sales agreement is reconciled within the same day when the shipment is delivered. The amounts of sales tax deducted from the gross sales.

Sales agreements typically do not contain product warranties except for return and replacement of defective products within a period generally ranging from 7 to 30 days from delivery. Customers have the right to return defective products, which are substantially covered under the manufacturer’s warranty. The customer receives a credit from the Company for defective products returned and the Company receives a corresponding credit provided by the manufacturer. The amounts of return of defective products are deducted from the gross sales. During the years ended March 31, ~~2012~~2013 and ~~2011~~2012, the total amounts of return of defective products were insignificant.

Under some limited circumstances, the Company gives some customers sales discounts on their first-time purchase in order to expand the customer base. The amounts of sales discounts are determined at the time the sales occur and are stated in the sales agreements. These amounts are deducted from the gross sales and recorded on a net basis. During the years ended March 31, ~~2012~~2013 and ~~2011~~2012, the total amounts of sales discounts were insignificant.

Net Sales include services revenue generated through a variety of installation services. The total amount of service revenue during the years ended March 31, ~~2012~~2013 and ~~2011~~2012 ~~were~~was insignificant.

Cost of revenue includes the 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~~costs of handling and shipping merchandise to customers during the years ended March 31, ~~2012~~2013 and ~~2011~~2012 were insignificant.

Advertising expenses

The Company expenses advertising costs as incurred. During the years ended March 31, ~~2012~~2013 and ~~2011~~2012, the total amounts of advertising expenses were insignificant.

Cash

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

Allowance for Doubtful Accounts

The Company records its accounts receivable net of an allowance for doubtful accounts. The Company evaluates the trends in customers’ payment patterns, including review of specific delinquent accounts, changes in business conditions and external communications available about customers to estimate the level of allowance that is needed to address potential losses that the Company may incur due to the customer’s inability to pay. Accounts are considered delinquent or past due, if they have not been paid within the terms provided on the invoice. Delinquent account balances are written off after management has determined that the likelihood of collection is not probable.

The Company ~~did~~recorded ~~not~~an ~~record~~allowance ~~any~~of ~~allowance~~$27,632 for doubtful accounts as of March 31, ~~2012,~~2013 ~~since~~due ~~most~~to ofeconomic ~~the~~conditions ~~receivables~~of atcertain ~~year-end~~customers’ ~~were~~businesses ~~collected~~and in the ~~subsequent~~discontinued ~~period~~operations of QGBS. The Company ~~recorded~~did annot ~~allowance~~record ofany ~~$20,390~~allowance for doubtful accounts as of March 31, ~~2011~~2012, ~~due~~since tomost ~~economic~~of ~~conditions~~the ofreceivables ~~certain~~at ~~customers’~~year-end ~~businesses~~were collected in the subsequent period.

Inventory

~~Inventory~~Inventories ~~consists~~consist of finished goods and isare 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 a $199,021 provision for obsolete inventory for the year ended March 31, 2013 primarily due to the discontinued operations of QGBS. The Company recorded an allowance of $70,437 for obsolete inventory and wrote off defective inventory totaling $36,747 as of March 31, 2012.

F-8

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

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

Property and Equipment

Property and equipment are stated at cost and are depreciated over their estimated useful lives, which differ by asset category. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful lives of the assets:

Office Equipment	Five Years, 150% Double Declining
Furniture and Fixtures	Ten Years, 150% Double Declining
Forklift Equipment	Five Years, 200% Double Declining
Delivery Vehicle	Five Years, 200% Double Declining
Leasehold Improvements	Three to Five Years, Straight-line

Expenditures associated with upgrades and enhancements that improve, add functionality, or otherwise extend the life of a respective asset are capitalized, while expenditures that do not, such as repairs and maintenance, are expensed as incurred. The salvage value of property and equipment is estimated to be equal to 10% of the original cost, except for leasehold improvements. Upon disposal, the assets and related accumulated depreciation are removed from the Company’s accounts, and the resulting gains or losses are reflected in the statements of operations.

Property and equipment to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of any impairment loss for long-lived assets that management expects to hold and use is based on the excess of the carrying value of the asset over its fair value. No impairments of such assets were identified during any of the periods presented.

Fair Value of Financial Instruments

The carrying amounts of financial instruments including cash, accounts receivable, prepaid expenses, and accounts payable approximate fair value as of March 31, ~~2012~~2013 and ~~2011~~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.

ASC 740 also provides guidance on financial statement classification, accounting for interest and penalties, accounting for interim periods and new disclosure requirements. The Company’s policy is to recognize both interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties on unrecognized tax benefits expected to result in payment of cash within one year are classified as accrued liabilities, while those expected beyond one year are classified as other liabilities. The Company has not recorded any interest and penalties since its inception.

F-9

Recent Accounting Pronouncements

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

NOTE 3. ~~PROPERTY~~ DISCONTINUED ~~AND~~OPERATIONS ~~EQUIPMENT~~OF QUALITY GREEN BUILDING SUPPLIES

AtIn ~~March~~early July 2012, the Board of Directors of the Company decided to discontinue QGBS’s operations since QGBS did not meet the Company’s projected targeted profitability during the past two years. All assets in QGBS are stated at net realizable value as of December 31, 2012. QGBS sold certain equipment to a related company that was owned by Stockholder C of QGBS for $5,000 and ~~2011~~recorded a loss of $945 on this asset disposal in August 2012. Also, QGBS disposed of other property and ~~equipment~~equipments isand asrecorded ~~follows:~~a loss of $24,905 in September 2012.

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

The following table summarizes the assets and liabilities of the discontinued operations, excluding intercompany balances eliminated in consolidation, at March 31, 2013 and March 31, 2012, respectively:

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

	March 31, 2013		March 31, 2012
Assets of Discontinued Operations
Cash	$	11,481	$	3,178
Trade receivables -
Others, net		-		57,843
Related parties		-		6,441
Inventory		-		360,660
Prepaid expenses		-		285
Deposit		-		51,809
Property, plant and equipment		-		36,194

Total Assets of Discontinued Operations	$	11,481	$	516,410

Liabilities of Discontinued Operations
Trade payables -
Others	$	758	$	71,254
Related parties		13,015		31,490
Accrued expenses -
Interest		2,050		2,233
Other		325		4,261
Obligations under capital leases		-		3,391
Stockholder loans to subsidiary		20,000		80,000

Total Liabilities of Discontinued Operations	$	36,148	$	192,629

~~NOTE~~Financial ~~4. INCOME~~data ~~TAXES~~for the discontinued operations of QGBS for the years ended March 31, 2013 and 2012 is as follows:

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

	Years Ended March 31,
	2013			2012

Revenue	$	414,864		$	969,494
Cost of revenue		(552,694	)		(864,533	)
Gross profit/(loss)		(137,830	)		104,961
(Loss) from operations of discontinued operations		(323,122	)		(212,751	)
(Loss) on disposal of discontinued assets		(25,850	)		-
Net (loss) from discontinued operations		(348,972	)		(212,751	)
Net (loss) attributable to noncontrolling interest		(172,016	)		(102,152	)
Net (loss) attributable to the Company	$	(176,956	)	$	(110,599	)

Per share information attributable to the Company
Basic and diluted net (loss) per common shares	$	(0.01	)	$	(0.00	)
Average common shares outstanding - basic and diluted		32,141,777			30,024,015

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

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

As of March 31, 2012 and 2011, the Company had a net operating loss carryforward of $524,172 and $304,584, respectively, which is available to offset future taxable income through March 31, 2032. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

	2012			2011
Statutory Federal tax rate		(34.0)	%		(34.0	)%
State income taxes (net of Federal benefit)		(6.0)	%		(6.0	)%
Effect of valuation allowance		40	%		40	%
Effective tax rate		-	%		-	%

F-10

NOTE 4. PROPERTY AND EQUIPMENT

At March 31, 2013 and March 31, 2012 property and equipment is as follows:

	2013		2012
Leasehold Improvements	$	-	$	2,832
Less: accumulated depreciation		-		(1,274	)
Property and equipment, net	$	-	$	1,558

Depreciation expense for the years ended March 31, 2013 and 2012 was $283 and $566, respectively.

In September 2012, ERET disposed the leasehold improvement as the lease was not renewed and recorded a loss of $1,275.

NOTE 5. INCOME TAXES

There was no net current or deferred income tax provision for the years ended March 31, 2013 and 2012.

The Company’s deferred tax assets and liabilities as of March 31, 2013 and 2012 consist of the following:

	2013			2012
Deferred income tax assets:
Net operating loss carryforward	$	329,575		$	207,929
Other		413			452
Gross deferred income tax assets		329,988			208,381
Valuation allowance		(329,988	)		(201,755	)
Deferred income tax assets	$	-		$	6,626
Deferred income tax liabilities:
Depreciation	$	-		$	(6,626	)
Deferred income tax liabilities	$	-		$	(6,626	)
Net deferred income tax assets	$	-		$	-

As of March 31, 2013 and 2012, the Company had a net operating loss carryforward of $826,661 and $524,172, respectively, which is available to offset future taxable income through March 31, 2033. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

	2013			2012
Statutory Federal tax rate		(34.0)	%		(34.0	)%
State income taxes (net of Federal benefit)		(6.0)	%		(6.0	)%
Effect of valuation allowance		40	%		40	%
Effective tax rate		-	%		-	%

F-11

Management believes that the Company does not have any tax positions that will result in a material impact on the Company’s consolidated financial statements because of the adoption of ASC 740. However, management’s conclusion may be subject to adjustment at a later date based on factors including additional implementation guidance from the Financial Accounting Standards Board and ongoing analyses of tax laws, regulations and related interpretations.

The Company and its subsidiaries file U.S. federal and state income tax returns. There are no on-going examinations of income tax returns filed by the Company and its subsidiaries. U.S. federal income tax returns ending March 31, ~~2009~~20010 and beyond are subject to examination by the Internal Revenue Service. State income tax returns ending March 31, ~~2008~~2009 and beyond are subject to examination by related state tax authorities.

NOTE 56. LOANS

OnIn ~~September~~early 1,December ~~2009~~2011, ~~Mr.~~seven ~~Lin~~Directors ~~and~~of ~~Mr.~~the ~~Luo,~~Company ~~two~~loaned ofELITE the ~~stockholders~~amount of ~~QGBS, loaned QGBS~~ $~~100~~5,000 ~~and~~each, totaling $2035,000~~, respectively, to support its operations and expansion~~. ~~The~~Each ~~terms~~ of ~~both~~the loans ~~totaling~~from ~~$120,000~~these ~~are~~seven Directors was at ana simple annual interest rate of 87% and due onin ~~demand. In~~December ~~September 2010~~2012, one ~~QGBS~~year ~~paid~~from ~~$50,000 of~~ the ~~$100,000~~date ~~principal balance to Mr. Lin plus $8,000 interest. In April, September and December 2011, QGBS paid back $2,000, $2,000 and $1,000, respectively, to Mr. Lin totaling $5,000~~ of ~~interest payments. In January 2012, QGBS paid $20,000 of~~ the ~~remaining $50,000 principal balance to Mr~~loan. ~~Lin. In~~The ~~November~~Company ~~2011, QGBS~~ paid $~~3,333~~350 interest ~~payment~~ to ~~Mr.~~each ~~Luo.~~of Inthese ~~January~~seven ~~2012,~~Directors ~~Mr.~~in ~~Luo~~December ~~and Mr~~2012. ~~Leung (another stockholder of QGBS)~~Further, ~~loaned $15,000~~ each toof ~~QGBS~~the toabove ~~support~~loans ~~its~~from ~~operations.~~the ~~The~~seven ~~terms~~Directors ofwas ~~both~~renewed ~~loans~~in ~~totaling~~December ~~$30,000~~2012 ~~are~~for atone anadditional ~~annual~~year ~~interest~~from ~~rate~~the ofmaturity 8%date ~~and~~with ~~due~~the onsame ~~demand~~terms.

OnIn December ~~1, 2010, six directors loaned the Company the amount of $5,000 each, totaling $30,000. On December~~ 27, ~~2010~~2011, ~~another~~an ~~director~~unrelated individual loaned ~~the~~ELITE ~~Company~~ the amount of $510,000. ~~Each~~with ~~of the loans from the seven directors was at~~ a simple annual interest rate of 7%. ~~and~~The ~~due~~principal ~~one~~and ~~year~~interest ~~from~~was ~~the~~due ~~date~~on ofDecember ~~the~~27, ~~loan~~2012. The Company paid $~~350~~700 interest to ~~each~~this ofindividual ~~these seven directors~~ in December ~~2011~~2012. Further, ~~each of~~ the ~~above~~individual ~~loans~~agreed ~~from~~to extend the ~~seven~~due ~~directors~~date ~~was~~of ~~renewed~~the inprincipal to December ~~2011~~27, ~~for~~2013 ~~one additional year from the original maturity date~~ with the same terms.

OnThe ~~December~~Company ~~28,~~recorded ~~2010~~$3,150 anand ~~unrelated individual loaned the Company the amount of~~ $103,~~000~~137 ~~with a simple annual interest rate~~ of ~~7%. The principal and~~ interest ~~will~~expenses ~~be due~~ on ~~December 27, 2011. The Company paid $700 interest to this individual in December 2011. Further,~~ the ~~individual~~above ~~agreed~~loans toduring ~~extend~~ the ~~due~~years ~~date~~ended ofMarch ~~the~~31, ~~principal~~2013 toand ~~December 27~~2012, ~~2012 with the same terms~~respectively.

~~The~~On ~~Company~~March ~~recorded $8~~31,~~837~~ 2013 and ~~$8,242 of interest expenses on the above loans during the years ended~~ March 31, 2012 ~~and 2011~~, ~~respectively, which include~~ accrued interest is as follows:

	2012		2011
	March 31, 2013		March 31, 2012
Accrued interests
Accrued interest
Stockholder loans in subsidiaries	$	2,233	$	4,867
Directors’ loans	$	788	$	788
Directors’ loans		788		792
Loan from unrelated party		175		175
Loan from unrelated parties		175		183
Total	$	963	$	963
	$	3,196	$	5,842

~~NOTE~~As 6of 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. ~~COMMITMENTS~~ The terms of all these loans totaling $80,000 are at an annual interest rate of 8% and due on demand. In April, October and December 2012, QGBS paid off the $30,000 principal balance and $1,700 interest to Stockholder A. In April 2012, QGBS paid $800 interest to Stockholder B. In September 2012, QGBS paid $15,000 of the $35,000 principal balance to Stockholder B and paid off the $15,000 principal balance and interest to Stockholder C.

NOTE 7. COMMITMENTS

Operating Leases

~~QGBS~~Rent ~~leases~~expense ~~a warehouse~~ for ~~its~~ELITE ~~green~~and ~~building~~ERET ~~materials~~was ~~operations under non-cancellable operating leases~~$1,200 ~~which~~and ~~expire in October 31~~$1,200 ~~2012.~~during ~~Certain of~~ the ~~leases~~years ~~require~~ended ~~payments~~March ~~for~~31, ~~additional~~2013 ~~expenses such as maintenance~~ and ~~utilities. The total future minimum lease payments for operating leases with the current non-cancelable terms are $52~~2012,~~353~~ ~~as of March 31, 2012~~respectively.

FQGBS leases a warehouse for its green building materials operations under non-11cancellable operating leases, which expired on October 31, 2012. Certain of the leases require payments for additional expenses such as maintenance and utilities. During November 2012 and December 2012, QGBS leased a warehouse from an entity that is wholly-owned by a Director to temporarily store its inventories on a month-to-month basis.

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

Capital Leases

QGBS ~~leases~~leased a forklift under capital leases. QGBS sold this forklift to a ~~capital~~related ~~lease~~company on August 2012. The following is an analysis of the ~~equipment~~leased ~~recorded~~property under capital ~~lease~~leases at March 31, ~~2012~~2013 and ~~2011~~March 31, 2012.

	2012			2011
	March 31, 2013			March 31, 2012
Forklift	$	~~17,800~~-		$	17,800
Less accumulated depreciation		~~(12,887~~-	)		(912,~~612)~~887	)
	$	4,913		$	8,188
Forklift, net	$	-		$	4,913

~~As of March 31, 2012, the total future minimum lease payments under capital lease are $3,511, including $120 of interest payments. The capital lease will mature in September 2012.~~F-12

NOTE 78. EARNINGS (LOSS) PER COMMON SHARE

Basic earnings (loss) per common share excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Since the Company has only incurred losses, basic and diluted loss per share is the same. Furthermore, as of March 31, ~~2012~~2013 and ~~2011~~2012, there were no diluted shares outstanding.

		2012			2011
		2013			2012
Numerator:
Net loss	$	(~~358~~488,~~505~~501	)	$	(~~279~~358,~~371~~505)
Less: Net loss allocated to noncontrolling interest		(~~102~~172,~~152~~016	)		(58102,~~255~~152)
Net loss attributable to the Company common stockholders—basic	$	(~~256~~316,~~353~~485	)	$	(~~221~~256,~~116~~353)
Denominator:
Weighted average common shares		3032,~~024~~141,~~015~~777			2630,~~340~~024,~~955~~015
Net loss attributable to the Company common stockholders per share—basic	$	(0.01	)	$	(0.01)

NOTE 89. STOCKHOLDERS’ EQUITY

Common Stock

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

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

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

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

~~F-12~~In July, August and November 2012, eight of the Company’s Directors paid the total of $60,000 cash to purchase 2,000,000 shares of Elite at $0.03 per share.

~~NOTE~~In 9January 2013, six of the Company’s Directors paid the total of $72,000 cash to purchase 3,600,000 shares of Elite at $0. ~~CONCENTRATIONS~~02 per share.

~~The~~On ~~Company~~January ~~has~~15, ~~three~~2013, ~~customers~~our ~~accounting~~Board ~~for~~of ~~approximately~~Directors ~~43%~~unanimously declared the advisability of, and recommended that the ~~sales~~stockholders adopt a reverse stock split of 1 for 10 of our common stock, and directed its submission to the ~~year~~vote ~~ended~~of ~~March~~our stockholders. As of January 31, ~~2012.~~2013, ~~The~~the ~~Company~~holders ~~also~~of ~~has~~a ~~three~~majority ~~customers,~~of ~~which~~the ~~account~~voting ~~for~~rights ~~approximately~~represented ~~61%~~by our outstanding shares of stock entitled to vote thereon executed a written consent in accordance with Section 228 of the ~~accounts~~General ~~receivable~~Corporation atLaw ~~March~~of ~~31,~~the ~~2012.~~State ~~Further,~~of Delaware (the ~~Company~~“DGCL”) ~~also~~approving ~~has~~and ~~five~~adopting ~~customers~~the reverse stock split. On February 12, ~~which~~2013, ~~account~~we ~~for~~filed ~~approximately~~a ~~72%~~Definitive ofSchedule 14C Information Statement with the ~~accounts~~Securities ~~receivable~~and atExchange ~~March~~Commission ~~31,~~regarding ~~2011~~the reverse split. We expect the reverse split to be effective in September 2013.

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

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

NOTE 10. RELATED PARTY TRANSACTIONS

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

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

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

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

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

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

F-13

AsNOTE ~~discussed in Note 5, prior to March 31, 2010, QGBS entered into promissory notes agreements with two of its stockholders (Stockholder A and Stockholder B) totaling $120,000~~10. Principal and/or interest payments were paid to these two stockholders totaling $28,333 and $58,000 during the years ended March 31, 2012 and 2011, respectively. In addition, QGBS entered into promissory notes agreements with Stockholder B and another of its stockholder (Stockholder C) totaling $30,000 in January 2012. CONCENTRATIONS

AsThe ~~discussed in Note 5, in December 2010, the~~ Company ~~entered~~has ~~into~~two ~~promissory~~customers ~~note~~accounting ~~agreements~~for ~~with~~approximately ~~seven~~42% of ~~its~~the ~~directors~~sales infor the ~~amount~~year ofended ~~$5,000~~March ~~each~~31, ~~totaling $35~~2013,~~000.~~ ~~The~~and ~~Company~~has ~~paid~~three ~~$350~~customers ~~interest~~accounting tofor ~~each~~approximately 43% of ~~these~~the ~~seven~~sales ~~directors~~for inthe ~~December~~year ~~2011.~~ended InMarch ~~December 2011~~31, ~~each~~2012. ofThe ~~these~~Company ~~loans~~also ~~from~~has ~~the~~three ~~seven~~customers, ~~directors~~which ~~was~~account ~~renewed to extend its maturity~~ for ~~one~~approximately ~~additional~~61% ~~year~~of ~~from~~ the ~~original~~accounts ~~maturity~~receivable ~~date~~at ~~with~~March ~~the~~31, ~~same terms~~2012.

~~NOTE 11. SIGNIFICANT~~The ~~AGREEMENTS~~Company purchased approximately 97% of goods from three vendors for the year ended March 31, 2013 and approximately 84% of goods from one vendor for the year ended March 31, 2012.

OnNOTE ~~October 12, 2010, QGBS signed a distributorship agreement with Apollo Solar Lighting & Pole LLC, an unrelated Oregon company (“Apollo”)~~11. RELATED ~~Under~~PARTY the distributorship agreement, Apollo is QGBS’s authorized distributor within the States of Oregon, Washington, Idaho and Montana for the sale and marketing of QGBS’s solar products from October 10, 2010 to October 9, 2013. In order to maintain the distributorship, Apollo must purchase on “regular sales term” (excluding returned merchandises and cancelled orders) from QGBS no less than $20,000, $50,000, and $75,000 of QGBS products during the first, second, and third 12-month periods, respectively. Further, Apollo must purchase on “regular sales term” from QGBS no less than $150,000 of QGBS’s products during the first 24 months. TRANSACTIONS

The Company’s revenue was generated through QGBS, which was discontinued in July 2012. As such, all the sales disclosed in this note were from discontinued operations.

After the Company’s Annual Shareholders meeting that was held on December 20, 2012, five of our former Directors either resigned or were not re-elected, the Company has reduced the number of the Board members from 10 to 5 members only. As such, the transactions disclosed in this note also include transactions with former Directors.

The Company had purchases of $1,210 from and sales of $121,832 to an entity that is wholly-owned by a shareholder of the Company during the year ended March 31, 2013. The Company had purchases of $893 from and sales of $32, 577 to this same entity during the year ended March 31, 2012 and had a receivable of $1,360 and payable of $23,823 as of March 31, 2012. The Company paid $720 to this same entity for leasehold improvements during the year ended March 31, 2012.

The Company also had sales of $4,540 to an entity which is 95% owned by a former Director of the Company during the year ended March 31, 2013. The Company also had a receivable of $3,628 and sales of $13,105 to this entity as of and during the year ended March 31, 2012.

The Company had purchases of $50,517 from and sales of $875 to an entity that is wholly-owned by the wife of a former Director of the Company during the year ended March 31, 2013. The Company had purchases of $55,657 from and sales of $5,446 to the same entity during the year ended March 31, 2012 and had a payable of $6,989 as of March 31, 2012.

The Company had a payable of $7,230 to a firm wholly-owned by an officer of the Company for accounting services rendered and recorded $31,060 of professional service expenses during the year ended March 31, 2013.The Company had a payable of $500 to the firm for accounting services rendered and recorded $27,425 of professional service expenses during the year ended March 31, 2012. Further, the Company recorded $1,294 of professional service expenses related to compliance fillings to another entity majority-owned by the same officer during the year ended March 31, 2013. The Company also had payables of $418 to the same entity for professional services rendered and recorded $2,232 of professional service expenses related to compliance fillings during the year ended March 31, 2012.

The Company had sales of $12,443 and $13,152 to an entity wholly-owned by a former Director during the years ended March 31, 2013 and 2012, respectively. This entity performed warehouse repairs, inventory movements and provided a temporary warehouse location for the Company, totaling of $18,052, during the year ended March 31, 2013. The Company had a payable of $9,015 to this entity as of March 31, 2013. The Company also had a receivable of $1,454 from this entity as of March 31, 2012. The Company paid this entity $5,680 for leasehold improvements during the year ended March 31, 2012.

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

F-14

As discussed in Note 6, prior to March 31, 2012, QGBS entered into promissory notes agreements with three of its stockholders totaling $80,000. Principal and/or interest payments were paid to these stockholders totaling $62,500 and $28,333 during the years ended March 31, 2013 and 2012, respectively.

As discussed in Note 6, prior to March 31, 2012, the Company entered into promissory note agreements with seven of its Directors in the amount of $5,000 each, totaling $35,000. In December 2012, the due dates of these note agreements were extended to December 2013. After the Company’s Annual Shareholders meeting that was held on December 20, 2012, three of these seven Directors who made the loans to the Company resigned.

NOTE 12. GOING CONCERN

As reflected in the accompanying consolidated financial statements, the Company had a net loss of $~~256~~488,~~353~~501, used $~~239~~57,~~715~~832 of cash in operating activities during the year ended March 31, ~~2012~~2013, and has an accumulated deficit of $~~556~~873,~~674~~159 at March 31, ~~2012~~2013. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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

NOTE 13. SUBSEQUENT EVENTS

OnIn ~~June~~April 132013, ~~2012,~~one of the ~~Board~~Company’s ~~unanimously~~Directors ~~approved~~paid the ~~issuance~~total of ~~shares~~$12,000 cash to ~~its~~purchase ~~Directors~~600,000 inshares ~~order~~of toElite ~~raise~~at ~~funds~~$0.02 ~~for~~per ~~the Company’s operations~~share.

~~F-14~~In July 2013, an outside investor paid the total of $15,000 cash to purchase 250,000 shares to Elite at $0.06 per share.

F-15

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Management's Annual Report on Internal Control Over Financial Reporting

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

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, ~~2012~~2013. The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of March 31, ~~2012~~2013, the Company’s internal control over financial reporting were fully effective for the purposes for which it is intended.

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

Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report, fourth quarter of the fiscal year ended March 31, ~~2012~~2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

11-12-

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

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

Directors and Executive Officers

Name	Age	Position
Ai Huan Liu	5456	Chairwoman of the Board of Directors
George Ma	60	Vice Chairman of the Board of Directors
Spencer Luo	49	President, Chief Executive Officer and Director
Spencer Luo	47	President, Chief Executive Officer and Director
Stephen Wan	55	Chief Financial Officer, Treasurer and Director
Stephen Wan	53	Chief Financial Officer, Treasurer and Director
Miles Xu	45	Secretary and Director
Miles Xu	43	Secretary and Director
Tony Jiang	60	Director
Chung Tung Lim	49	Vice President, Chief Operating Officer and Director
Lampo Joanna Cheung	45	Vice President of Marketing and Director
Tony Lee	43	Vice President of Products Development and Director
Justin Luo	52	Vice President of Technical Service and Director
Tony Jiang	58	Director

After the Company’s Annual Shareholders meeting that was held on December 20, 2012, George Ma, Chung Tung Lim, Lampo Joanna Cheung, Tony Lee, and Justin Luo were either resigned and or not being elected. The number of Board of Directors was reduced from ten to five.

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

Ai Huan Liu, Age 5456, Chairwoman of the Board of Directors

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

12Spencer Luo, Age 49, President, CEO and Director

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

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

Spencer Luo, Age 47, President, CEO and Director

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

~~Stephen Wan, Age 53, Chief Financial Officer, Treasurer and Director~~-13-

Stephen Wan, Age 55, Chief Financial Officer, Treasurer and Director

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

Miles Xu, Age 4345, Secretary and Director

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

~~Chung~~Tony ~~Tung Lim~~Jiang, Age 4960, ~~Vice President, COO and~~ Director

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

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

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

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

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

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

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

Tony Jiang, Age 58, Director

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

Family Relationships

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

Director Independence

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

Involvement in Certain Legal Proceedings

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

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Code of Business Conduct and Ethics

We currently do not have a Code of Business Conduct and Ethics. We intend to adopt a code of ethics that applies to our chief executive officer and chief financial officer during the fiscal year ending March 31, ~~2012~~2014.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table – Fiscal Years Ended March 31, ~~2012~~2013 and ~~2011~~2012

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

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year Ended March 31	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation Earnings ($)		Non- Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Ai Huan Liu
Chairwoman	2012		0		0		0		0		0		0		0		0
Chairwoman of the	2013		0		0		0		0		0		0		0		0
of the Board	2011		0		0		0		0		0		0		0		0
Board of Directors	2012		0		0		0		0		0		0		0		0
of Directors
George Ma
Vice Chairman of	2012		0		0		0		0		0		0		0		0
former Vice Chairman of	2013		0		0		0		0		0		0		0		0
the Board of	2011		0		0		0		0		0		0		0		0
the Board of Directors	2012		0		0		0		0		0		0		0		0
Directors
Spencer Luo
President,	~~2012~~2013		0		0		0		0		0		0		0		0
CEO and	2011		0		0		0		0		0		0		0		0
CEO and Director	2012		0		0		0		0		0		0		0		0
Director
Stephen Wan
CFO,	~~2012~~2013		0		0		0		0		0		0		0		0
Treasurer	2011		0		0		0		0		0		0		0		0
Treasurer and Director	2012		0		0		0		0		0		0		0		0
and Director
Miles Xu
Secretary	~~2012~~2013		0		0		0		0		0		0		0		0
and Director	~~2011~~2012		0		0		0		0		0		0		0		0
Chung Tung
Chung Tung Lim
Lim
former Vice President,	2013		0		0		0		0		0		0		0		0
Vice
COO and Director	2012		0		0		0		0		0		0		0		0
President,	2012		0		0		0		0		0		0		0		0
Lampo Joanna Cheung
COO and	2011		0		0		0		0		0		0		0		0
former Vice President of	2013		0		0		0		0		0		0		0		0
Director
Marketing and Director	2012		0		0		0		0		0		0		0		0
Lampo Joanna
Cheung
Vice
President of	2012		0		0		0		0		0		0		0		0
Marketing	2011		0		0		0		0		0		0		0		0
and Director
Tony Lee
Vice
former Vice President of	2013		0		0		0		0		0		0		0		0
President of
Products Development and Director	2012		0		0		0		0		0		0		0		0
Products	2012		0		0		0		0		0		0		0		0
Development	2011		0		0		0		0		0		0		0		0
and Director
Justin Luo
Vice
former Vice President of	2013		0		0		0		0		0		0		0		0
President of
Technical Service and Director	2012		0		0		0		0		0		0		0		0
Technical	2012		0		0		0		0		0		0		0		0
Tony Jiang	2013		0		0		0		0		0		0		0		0
Service and	2011		0		0		0		0		0		0		0		0
Director	2012		0		0		0		0		0		0		0		0
Director
Tony Jiang	2012		0		0		0		0		0		0		0		0
Director	2011		0		0		0		0		0		0		0		0

-15-

Director Compensation

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

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

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

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class (1)
Common Stock	Ai Huan Liu (2)		67,318,362		2019.8289	%
Common Stock	Chung Tung Lim (3)		3,000,000		98.8915	%
Common Stock	George Ma (4)		2,~~025~~525,000		6.6786	%
Common Stock	Tony Jiang (5)		~~900~~1,975,000		25.9737	%
Common Stock	~~Justin~~Miles ~~Luo~~Xu (6)		~~900~~1,~~000~~941,667		25.9728	%
Common Stock	~~Tony~~Spencer ~~Lee~~Luo (7)		14,~~275~~034,~~000~~999		410.2097	%
Common Stock	~~Miles~~Stephen XuWan (8)		1,~~066~~775,~~667~~000		34.5182	%
Common Stock	~~Spencer~~All ~~Luo~~Executive Officers and Directors as a group (95 persons)		317,~~159~~045,~~999~~028		1046.4133	%
Common Stock	Stephen Wan (10)		900,000		2.97	%
Common Stock	Lampo Joanna Cheung (11)		900,000		2.97	%
Common Stock	All Executive Officers and Directors as a group (10 persons)		20,445,028		67.38	%

(1)	Based on 3036,~~340~~790,955 shares of common stock issued and outstanding as of ~~June~~July 1231, ~~2012~~2013.
(2)	Including (1) 4,000,000 shares through HuiHuan Consulting, Inc. in which Mrs. Liu is the owner and (2) 23,318,362 shares owned by Mrs. Liu. Ai Huan Liu is also our Chairwoman of the Board of Directors.
(3)	Chung Tung Lim iswas our former Vice President, Chief Operating Officer and Director.
(4)	Including (1) 1,275,000 shares through Genik Investment LLC in which Mr. Ma is the managing director and (2) ~~750~~1,250,000 shares owned by his wife, Josephine Ma. George Ma iswas ~~also~~ our former Vice Chairman of the Board of Directors.
(5)	All the ~~900~~1,975,000 shares were owned through GPNP, Inc. in which Mr. Jiang is the managing director. Tony Jiang is also a member of our Board of Directors.
(6)	~~Justin~~Miles ~~Luo~~Xu is our ~~Vice~~Secretary ~~President of Technical Service~~ and Director.
(7)	Including (1) ~~900~~3,~~000~~159,999 shares owned ~~through~~by ~~TLMS~~Spencer ~~International,~~Luo ~~Inc. in which Mr. Lee is the managing director~~ and (2) ~~375~~875,000 shares owned by his wife, ~~Emily~~Sandy ~~Lee~~Luo. ~~Tony~~Spencer ~~Lee~~Luo is ~~also~~ our ~~Vice~~ President, ofChief ~~Products~~Executive ~~Development~~Officer and Director.
(8)	~~Miles~~Stephen XuWan is our ~~Secretary~~Chief Financial Officer, Treasurer and Director.
(9)	Spencer Luo is our President, Chief Executive Officer and Director.
(10)	Stephen Wan is our Chief Financial Officer, Treasurer and Director.
(11)	Lampo Joanna Cheung is our Vice President of Marketing and Director.

-16-

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

The Company’s ~~had~~revenue ~~purchases~~was ofgenerated ~~$893~~through ~~from and sales of $32~~QGBS, ~~577~~which towas ~~Whole~~discontinued in ~~New~~July ~~Concept, an entity that is wholly-owned by Steven Leung, a shareholder of the Company during the year ended March 31,~~ 2012. ~~and~~As ~~had a receivable of $1~~such,~~360~~ ~~and~~all ~~payable of $23,823 as of March 31, 2012. The Company paid $720 to this same entity for leasehold improvement during~~ the ~~year ended March 31, 2012. The Company had a payable of $23,736 and~~ sales ofdisclosed ~~$12,503~~in to this ~~entity~~note aswere offrom ~~and~~discontinued ~~during the year ended March 31, 2011~~operations.

~~The~~After the Company’s ~~also~~Annual ~~had~~Shareholders ~~sales~~meeting ofthat ~~$13,105~~was toheld ~~CBS~~on ~~Building~~December ~~Supply~~20, ~~Inc.~~2012, afive ~~company~~former ~~which~~Directors either isresigned ~~95%~~or ~~owned~~were ~~by Lampo Joanna Cheung~~not re-elected, ~~a director of~~ the Company ~~during~~has reduced the ~~year~~number ~~ended~~of ~~March~~the ~~31,~~Board ~~2012~~members ~~and~~from ~~had~~10 ato ~~receivable~~5 ~~of $3,628 as of March 31, 2012~~members. ~~The~~As ~~Company also had a receivable of $11~~such,~~556~~ ~~and~~the ~~sales~~transactions ofdisclosed ~~$51,658~~in to this ~~entity~~note asalso ofinclude ~~and~~transactions ~~during~~with ~~the~~former ~~year ended March 31, 2011~~Directors.

The Company had purchases of $551,~~657~~210 from and sales of $5121,~~446~~832 to ~~Quality~~Whole ~~Home~~New ~~Building Supplies~~Concept, an entity that is wholly-owned by ~~the~~Steven ~~wife of Chung Tung Lim~~Leung, a ~~director~~shareholder of the Company during the year ended March 31, ~~2012~~2013. The ~~and~~Company had apurchases ~~payable~~of $893 from and sales of $632,~~989~~ as577 ofto this same entity during the year ended March 31, 2012. ~~The~~and ~~Company~~ had ~~purchases~~a receivable of $191,~~852~~360 ~~from~~ and ~~sales~~payable of $3823,~~847~~823 as of March 31, 2012. The Company paid $720 to ~~the~~this same entity for leasehold improvements during the year ended March 31, ~~2011~~2012.

The Company also had asales ~~payable~~ of $~~500~~4,540 to ~~Stephen~~CBS ~~Wan~~Building ~~Accountancy~~Supply ~~Corporation~~Inc., a ~~firm~~company ~~wholly-owned~~which byis ~~Stephen~~95% ~~Wan,~~owned anby ~~officer~~Lampo ofJoanna ~~the Company for accounting services rendered and recorded $27~~Cheung,~~425~~ ~~of professional service expenses during the year ended March 31, 2012.The Company had~~ a ~~payable~~former ofDirector ~~$2,115 and accrued expenses~~ of ~~$10,260 to~~ the ~~firm for accounting services rendered and recorded $25,470 of professional service expenses during the year ended March 31, 2011. The~~ Company also had payables of $418 to Global Business Connections, another entity majority-owned by Stephen Wan for professional services rendered and recorded $2,232 of professional service expenses related to compliance fillings during the year ended March 31, ~~2012~~2013. The Company also had a ~~payable~~receivable of $~~272~~3,628 and ~~accrued~~sales ~~expenses~~ of $~~120~~13,105 to this ~~same~~ entity ~~for~~as ~~professional~~of ~~services rendered~~ and ~~recorded $2,315 of professional service expenses related to compliance fillings~~ during the year ended March 31, ~~2011~~2012.

The Company had ~~sales~~purchases of $1350,~~152~~517 tofrom ~~Luo’s~~and ~~Construction,~~sales anof ~~entity~~$875 ~~wholly-owned~~to bya ~~Justin~~Quality ~~Luo~~Home Building Supplies, aan ~~director~~entity ofthat ~~the~~is ~~Company~~wholly-owned ~~during~~by the ~~year~~wife ~~ended~~of ~~March~~Chung 31Tung Lim, ~~2012 and had~~ a ~~receivable~~former ofDirector ~~$1,454 as~~ of ~~March~~ ~~31,~~the ~~2012. The~~ Company ~~paid this entity $5,680 for leasehold improvements~~ during the year ended March 31, ~~2012~~2013. The Company had apurchases ~~receivable~~ of $455,~~126~~657 from and sales of $75,~~482~~446 to ~~this~~the same entity ~~as of and~~ during the year ended March 31, ~~2011. The~~2012 ~~Company~~and ~~paid~~had ~~$300~~a topayable ~~this~~of ~~entity~~$6,989 ~~for~~as ~~marketing~~of ~~expenses during the year ended~~ March 31, ~~2011~~2012.

The Company had ~~purchases~~a payable of $~~549~~7,230 ~~from~~to ~~GPNP~~Stephen Wan Accountancy Corporation, ~~Inc.~~a firm wholly-owned by Stephen Wan, an officer of the Company for accounting services rendered and recorded $31,060 of professional service expenses during the year ended March 31, 2013.The Company had a payable of $500 to the firm for accounting services rendered and recorded $27,425 of professional service expenses during the year ended March 31, 2012. Further, the Company recorded $1,294 of professional service expenses related to compliance fillings to Global Business Connections, another entity majority-owned by ~~Tony~~Stephen ~~Jiang~~Wan during the year ended March 31, a2013. ~~director~~The Company also had payables of $418 to the ~~Company~~same entity for professional services rendered and recorded $2,232 of professional service expenses related to compliance fillings during the year ended March 31, 2012.

OnThe ~~March~~Company ~~31, 2010, QGBS~~ had ~~notes~~sales ~~payable to Chung Tung Lim~~ of $ ~~100~~12,~~000~~443 and $13,152 to ~~Spencer~~ Luo’s ~~of $20~~Construction,~~000,~~ ~~two~~an ofentity ~~the~~wholly-owned ~~stockholders~~by ofJustin ~~QGBS~~Luo, ina ~~the~~former ~~total~~Director ~~amount~~during ofthe ~~$120,000.~~years ~~These~~ended ~~loans~~March ~~were~~31, ~~outstanding~~2013 ~~from~~and ~~September 1~~2012, ~~2009~~respectively. ~~with~~This 8%entity ~~annual~~performed ~~interest~~warehouse ~~rate~~repairs, ~~and~~inventory ~~due~~movements ~~on demand. Principal~~ and~~/or~~ ~~interest~~provided ~~payments~~a ~~were~~temporary ~~paid~~warehouse tolocation ~~Chung~~for ~~Tung~~the ~~Lim~~Company, ~~and Spencer Luo~~ totaling ~~$28,333~~of ~~and~~ $5818,~~000~~052, during the ~~years~~year ended March 31, ~~2012~~2013. The ~~and~~Company ~~2011,~~had ~~respectively.~~a Inpayable ~~addition~~of $9,015 into ~~January~~this ~~2012,~~entity ~~QGBS~~as ~~entered~~of ~~into~~March ~~promissory~~31, ~~notes~~2013. The ~~agreements~~Company ~~with~~also ~~Spencer~~had ~~Luo~~a ~~and~~receivable ~~Steven~~of ~~Leung~~$1,454 ~~(another~~from ~~stockholder~~this entity as of ~~QGBS)~~March ~~totaling~~31, 2012. The Company paid this entity $305,~~000~~680 ~~with~~for 8%leasehold ~~annual~~improvements ~~interest~~during ~~rate~~the ~~and~~year ~~due~~ended onMarch ~~demand~~31, 2012.

InThe ~~December 2010, the~~ Company ~~entered~~had ~~into~~purchases ~~promissory~~of ~~note~~$549 ~~agreements~~from ~~with George Ma~~GPNP, ~~Spencer Luo~~Inc., ~~Stephen~~an ~~Wan,~~entity ~~Justin~~majority-owned ~~Luo,~~by ~~Miles Xu,~~ Tony Jiang, ~~and Tony~~a ~~Lee~~Director ~~, seven~~ of ~~its directors in~~ the ~~amount of $5,000 each, totaling $35,000. The~~ Company ~~paid~~during ~~$350 interest to each of these seven directors in December 2011. In December 2011, each of these loans from~~ the ~~seven directors was renewed to extend its maturity for one additional~~ year ~~from~~ended ~~the~~March ~~original~~31, ~~maturity date with the same terms~~2012.

17As of March 31, 2012, QGBS entered into promissory notes agreements with three of its stockholders, Chung Tung Lim, Spencer Luo and Steven Leung, totaling $80,000. Principal and/or interest payments were paid to these stockholders totaling $62,500 and $28,333 during the years ended March 31, 2013 and 2012, respectively.

As of March 31, 2012, the Company entered into promissory note agreements with George Ma, Spencer Luo, Stephen Wan, Justin Luo, Miles Xu, Tony Jiang, and Tony Lee, seven of its Directors in the amount of $5,000 each, totaling $35,000. In December 2012, the due dates of these note agreements were extended to December 2013. After the Company’s Annual Shareholders meeting that was held on December 20, 2012, George Ma, Justin Luo and Tony Lee, three of these seven Directors who made loans to the Company were resigned.

-17-

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

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

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

During the Company’s fiscal years ended March 31, ~~2012~~2013 and ~~2011~~2012, we were billed approximately $5149,~~056~~199 and $6051,~~507~~056 for professional services rendered for the audit and review of our financial statements.

Audit Related Fees

There were no fees for audit related services for the years ended March 31, ~~2012~~2013 and ~~2011~~2012.

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

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

- approved by our audit committee; or

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

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

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

Tax Fees

The Company did not retain any professional services related to tax compliance, tax advice, and tax planning by our principal accountant for the fiscal years ended March 31, ~~2012~~2013 and ~~2011~~2012.

All Other Fees

The Company did not incur any other fees related to other services rendered by our principal accountant for the fiscal years ended March 31, ~~2012~~2013 and ~~2011~~2012.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

EXHIBIT NUMBER		DESCRIPTION
3.1		Certificate of Incorporation of Elite Energies, Inc. (1)
3.2		Amendment to Certificate of Incorporation, dated December 31, 2008 (1)
3.3		Amendment to Certificate of Incorporation, dated March 25, 2010 (1)
3.4		By-Laws of Elite Energies, Inc. (1)
10.1		Lease Agreement between Mo Yue Wong and Elite Energies, Inc. and Elite Renewable Energy Technologies, Inc. (2)
10.2		Lease Agreement between Quality Green Building Supplies, inc. and Elite Renewable Energies Technologies, Inc. (2)
10.3		Stock Purchase Agreement between Elite Renewable Energies Technology, Inc. and Quality Green Building Supplies, Inc. (2)
10.4		Promissory Note between the Company and Spencer Luo, dated September 1, 2009 (2)
10.5		Distributorship Agreement with Apollo Solar Lighting & Pole LLC (3)
10.6		Exclusive Agent Contract with Shiyan Hongda Science and Technology Co., Ltd. (3)
10.7		Promissory Note between the Company and George Ma, dated December 1, 2010 (3)
10.8		Promissory Note between the Company and Spencer Luo, dated December 1, 2010 (3)
10.9		Promissory Note between the Company and Stephen Wan, dated December 1, 2010 (3)
10.10		Promissory Note between the Company and Justin Luo, dated December 1, 2010 (3)
10.11		Promissory Note between the Company and Miles Xu, dated December 1, 2010 (3)
10.12		Promissory Note between the Company and Tony Jiang, dated December 1, 2010 (3)
10.13		Promissory Note between the Company and Tony Lee, dated December 27, 2010 (4)
10.14		Promissory Note between the Company and Bing Kuen Ha, dated December 28, 2010 (4)
10.15		Director Agreement between Ai Huan Liu and the Company, dated April 10, 2011 (5)
10.16		Stock Purchase Agreement between HuiHuan Consulting, Inc. and the Company, dated April 29, 2011 (6)
21.1		List of Subsidiaries (1)
31.1		Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2		Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
101		Interactive Data File (Form 10K for the fiscal year ended March 31, ~~2012~~2013 furnished in XBRL).

* Filed herein.

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

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

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

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

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

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

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

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SIGNATURES

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

	ELITE ENERGIES, INC.

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

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

Date: June 29, 2012	By: /s/ Spencer Luo
Date: August 16, 2013	By: /s/ Spencer Luo
	Spencer Luo President, Chief Executive Officer and Director
Date: June 29, 2012	By: /s/ Ai Huan Liu
Date: August 16, 2013	By: /s/ Ai Huan Liu
	Ai Huan Liu Chairwoman of the Board of Directors

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

Date: August 16, 2013	By: /s/ Stephen Wan
	Stephen Wan Chief Financial Officer, Treasurer and Director

Date: August 16, 2013	By: /s/ Miles Xu
	Miles Xu Secretary and Director

Date: ~~June~~August 2916, ~~2012~~2013 By: /s/ ~~Stephen~~Tony ~~Wan~~Jiang ~~Stephen~~Tony ~~Wan~~Jiang ~~Chief Financial Officer, Treasurer and~~ Director

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

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

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

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

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

Filing Compare · Elite Energies, Inc.