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ELITE ENERGIES, S-1/A Filing

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ELITE ENERGIES,  S-1/A Filing Powered By Docstoc
					                                As filed with the Securities and Exchange Commission on January 25, 2011
                                                        Registration No.: 333-168184

                                                          UNITED STATES
                                              SECURITIES AND EXCHANGE COMMISSION
                                                        Washington, D.C. 20549
                                                  ________________________________

                                                           AMENDMENT No. 3
                                                                   TO
                                                                FORM S-1
                                                      REGISTRATION STATEMENT
                                                                 UNDER
                                                      THE SECURITIES ACT OF 1933
                                                    _________________________________

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

                            Delaware                                 3640                                26-3936718
                  (State or other Jurisdiction of       (Primary Standard Classification        (IRS Employer Identification No.)
                          Incorporation)                             Code)

                                                         848 Stewart Drive, Suite 101
                                                         Sunnyvale, California 94085
                                                             Tel.: (888) 209-9909
                                            (Address and Telephone Number of Registrant’s Principal
                                               Executive Offices and Principal Place of Business)

                                                                Spencer Luo
                                                   President and Chief Executive Officer
                                                             Elite Energies, Inc.
                                                        848 Stewart Drive, Suite 101
                                                        Sunnyvale, California 94085
                                                            Tel.: (888) 209-9909
                                          (Name, Address and Telephone Number of Agent for Service)

                                                          Copies of communications to:

                                                           Richard I. Anslow, Esq.
                                                            Yarona Y. Liang, Esq.
                                                           Anslow & Jaclin, LLP.
                                                         195 Route 9 South, Suite 204
                                                         Manalapan, New Jersey 07726
                                                           Tel No.: (732) 409-1212
                                                           Fax No.: (732) 577-1188

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of ―large accelerated filer,‖ ―accelerated filer‖ and ―smaller reporting company‖ in Rule 12b-2 of the Exchange
Act.

Large accelerated filer                                                  Accelerated filer                                        
Non-accelerated filer                                                    Smaller reporting company                                
                                                CALCULATION OF REGISTRATION FEE

                                                                                           Proposed
                                                                                           Maximum           Proposed
Title of Each Class                                                   Amount to            Offering         Maximum                Amount of
of Securities to                                                         be                  Price          Aggregate              Registration
be Registered                                                         Registered           Per Share       Offering Price              Fee

Common Stock, par value $0.000001                                        9,640,955     $          0.12    $    1,156,914.6     $           82.56

The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o).
Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price
shares were sold to our shareholders in a private placement memorandum. The price of $0.12 is a fixed price at which the selling security
holders may sell their shares until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing
market prices or privately negotiated prices. The fixed price of $0.12 has been determined as the selling price based upon the original purchase
price paid by certain selling shareholders of $0.06 plus an increase based on the fact the shares will be liquid and registered. There can be no
assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, nor can there be
any assurance that such an application for quotation will be approved. There is no assurance that an active trading market for our shares will
develop, or, if developed, that it will be sustained. In the absence of a trading market or an active trading market, investors may be unable to
liquidate their investment or make any profit from the investment.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with
section 8(a) of the securities act of 1933 or until the registration statement shall become effective on such date as the commission, acting
pursuant to said section 8(a), may determine.
  The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration
  statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is
  not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRE PRELIMINARY PROSPECTUS                              SUBJECT TO COMPLETION                                       DATED JANUARY 25, 2011


                                                            9,640,955 Common Shares



                                                            ELITE ENERGIES, INC.




  This prospectus relates to periodic offers and sales of 9,640,955 shares of our common stock by the selling security holders.

  Our common stock is presently not traded on any market or securities exchange. The 9,640,955 shares of our common stock can be sold by
  selling security holders at a fixed price of $0.12 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing
  market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the
  Financial Industry Regulatory Authority (―FINRA‖), nor can there be any assurance that such an application for quotation will be
  approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders. There is no assurance
  that an active trading market for our shares will develop, or, if developed, that it will be sustained. In the absence of a trading market or an
  active trading market, investors may be unable to liquidate their investment or make any profit from the investment.

  Investing in our common stock involves a high degree of risk. Before buying any shares, you should carefully read the discussion of
  material risks of investing in our common stock in “Risk Factors” beginning on page 2 of this prospectus.

  Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of anyone’s
  investment in these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal
  offense.

                                              The Date of This Prospectus Is: _____________, 2011
                                                       TABLE OF CONTENTS

                                                                                        PAGE
Prospectus Summary                                                                          1
Risk Factors                                                                                2
Special Note Regarding Forward-looking Statements                                           5
Use of Proceeds                                                                             6
Determination of Offering Price                                                             6
Dilution                                                                                    6
Penny Stock Considerations                                                                  6
Selling Shareholders                                                                        6
Plan of Distribution                                                                        9
Description of Securities to be Registered                                                 11
Legal Matters                                                                              11
Experts                                                                                    11
Description of Business                                                                    11
Description of Property                                                                    13
Legal Proceedings                                                                          14
Market For Common Equity and Related Stockholder Matters                                   14
Available Information                                                                      14
Index to Consolidated Financial Statements                                                F-1
Management’s Discussion and Analysis of Financial Condition and Results of Operations      15
Changes in and Disagreement with Accountants on Accounting and Financial Disclosure        20
Quantitative and Qualitative Disclosures about Market Risk                                 20
Directors, Executive Officers, Promoters, and Control Persons                              20
Executive Compensation                                                                     23
Security Ownership of Certain Beneficial Owners and Management                             24
Certain Relationships and Related Transactions                                             24
Part II Information Not Required In the Prospectus                                         27
Signatures                                                                                 30

                                                                   i
                                                         PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that
you should consider before investing in the common stock. You should carefully read the entire prospectus, including “Risk Factors”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements,
before making an investment decision.

Business Overview

Elite Energies, Inc. (―we‖, ―us‖, ―Elite Energies‖, or the ―Company‖) is a Delaware corporation 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. We
are a holding company and have incorporated a wholly owned California subsidiary corporation, Elite Renewable Energies Technology, Inc.
(―ERET‖) as the operating company. In order to meet ERET’s mission of selling commercial and industrial products inside the United States
that inflict minimum and no harm to the environment, ERET focuses on conducting a broad base of activities and products such as selling
lighting systems which can achieve increased efficient energy use with decreased energy consumption; selling solar light-emitting diodes
(LEDs) for outdoor lightings that reduce energy consumption and energy demand; selling energy efficient products to builders and general
contractors, engage in projects that are closely related to energy savings, etc. With regard to energy consumption, the typical high pressure
sodium (HPS) street light consumes 425 kilowatt hours per year while LED lighting system consumes 210 kilowatt hours, which is 50.6% less.
In addition, LED lighting increases energy efficiency by providing 67 lumens per watt of brightness compared to 61 lumens by typical sodium
street             lights            (Source:              U.S.             Department              of           Energy              website:
http://apps1.eere.energy.gov/buildings/publications/pdfs/ssl/outdoor_area_lighting.pdf). Both Elite Energies and ERET are located and
operated out of Sunnyvale, California, USA.

Well-designed LEDs provide the required surface illumination with less energy consumption and have a significantly longer life span (50,000
hours or more) than regular light bulbs (15,000 hours). Therefore, only the cost of replacing bulbs would have already made up for the
difference in buying LED lights, not considering the amount of money saved on the electrical bill. Updating bulbs to LEDs will also reduce
CO2 emissions considering the fact that currently over 65 percent of the electricity in the U.S. is generated from burning coal (Source: U.S.
Department of Energy website: http://apps1.eere.energy.gov/buildings/publications/pdfs/ssl/outdoor_area_lighting.pdf) .

Our idea of green energy business is a business that focuses on using energy efficiently. Green building materials means environmental friendly
building materials, such as non-toxic cement, insulation, engineered wood cabinets, bamboo cabinets which are renewable plant materials,
engineered wood and bamboo flooring materials. Our meaning of renewable energy includes solar energy, wind energy or water energy and
we focus on the utilization of solar energy. The goal of the Company is to treat the earth better by using energy more efficiently and to use all
environmental friendly components to construct buildings.

ERET, our wholly-owned subsidiary, was incorporated under the laws of California on January 29, 2009. ERET in addition to operating
activities under its own wing inside the United States, one of its major objectives is to invest into subsidiaries and through these subsidiaries
sign up distributors to implement a new distribution program called the Elite Energies Distribution (EED) program. In this objective setting,
ERET will recruit smaller companies, supply them with ERET products and have the smaller companies distribute the products and services to
end users. These smaller companies are subsidiaries or distributors that build up new distribution channels with local entrepreneurs at selected
regions. ERET will supply them with our products either from our own brand or from other sources where we will buy in and add into our
product lines. We also bundle our own unique building products as a package to better fit our own distribution channels as well as to
distinguish ourselves from other competitors. ERET will provide the technical support, product information, update, and sourcing for new
products to grow these smaller subsidiaries businesses and develop them into mature local enterprises.

In August 2009, ERET invested into a wholesale distribution operator, Quality Green Building Supplies, Inc. (―QGBS‖), a California
Corporation. QGBS was established in July 2009, and focuses on operating as a building materials wholesaler in the San Francisco Bay Area.
QGBS is also the first of ERET’s subsidiaries under the EED program objective, it sells environmental friendly building material products,
such as non-toxic cement, insulation, engineered wood cabinets, bamboo cabinets which are renewable plant materials, engineered wood and
bamboo flooring materials. 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.

Where You Can Find Us

Our principal executive office is located at 848 Stewart Dr., Suite 101, Sunnyvale, California, 94085. Our telephone number at our executive
office is (888) 209-9909. Our corporate website is www.eliteenergiesinc.com . Information contained on, or accessed through our website is not
intended to constitute and shall not be deemed to constitute part of this prospectus.

                                                                 The Offering
Common stock offered by selling security   9,640,955 shares of common stock.
holders

Common stock outstanding before the        26,340,955 shares of common stock.
offering

Common stock outstanding after the offering 26,340,955 shares of common stock

Terms of the Offering                      The selling security holders will determine when and how they will sell the common stock
                                           offered in this prospectus.

Use of Proceeds                            We are not selling any shares of the common stock covered by this prospectus, and, as a result,
                                           will not receive any proceeds from this offering.

Risk Factors                               The common stock offered hereby involves a high degree of risk and should not be purchased by
                                           investors who cannot afford the loss of their entire investment. See ―Risk Factors‖ below.



                                                                   1
                                                                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 prospectus 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 prospectus, the words “we”, “our”, “us”, or “Elite Energies”
refer to the Company and its subsidiaries and not to the selling stockholders.

Risks Related to Our Business

WE HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE LIKELIHOOD OF OUR
SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES, DIFFICULTIES, COMPLICATIONS AND
DELAYS FREQUENTLY ENCOUNTERED BY A SMALL DEVELOPING COMPANY.

We were incorporated in Delaware on March 28, 2008. We have no significant financial resources and limited revenues to date. The likelihood
of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small
developing company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a
limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to meet our
expenses and support our anticipated activities

WE HAVE LIMITED OPERATING HISTORY AND FACE MANY OF THE RISKS AND DIFFICULTIES FREQUENTLY
ENCOUNTERED IN NEW AND RAPIDLY EVOLVING MARKET.

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

        ●       Commercialize our products;
        ●       Increase awareness of our brand names;
        ●       Strengthen customer loyalty;
        ●       Maintain current strategic relationships, and develop new strategic relationships;
        ●       Respond effectively to competitive pressures;
        ●       Continue to develop and upgrade technology; and
        ●       Attract, retain and motivate qualified personnel.

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

The Company purchased approximately 80% of goods from two vendors Whole New Concept, LLC and Jiangmen Pioneer Import & Export
Co., LTD. for the year ended March 31, 2010. The Company has two customers Kingway Cabinet Outlet Inc. and Best Forest Products, Inc.
accounting for approximately 23% of the sales for the year ended March 31, 2010. The Company also has three customers Kingway Cabinet
Outlet Inc., Best Forest Products, Inc. and Sincere Hardware Supply, which account for approximately 57% of the trade accounts receivable at
March 31, 2010. We currently do not have any agreements with these vendors or customers. Although we maintain a good relationship with
them, there is no assurance that the vendors will continue to provide us products in the future or the customers will continue to purchase goods
from us. If due to any reason that they decide to discontinue their relationship with us, it could materially adversely affect our operations and
revenues.

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

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

We consider our current directors and officers to be essential to the success of the business. None of these individuals are currently subject to a
written employment agreement and we do not maintain key life insurance on them. Although they have not indicated any intention of leaving
us, the loss of any one of these individuals for any reason could have a very negative impact on our ability to fulfill our business plan as each
officer has specific product and industry knowledge that would be difficult to replicate.



                                                                        2
THE CONTINUED DEVELOPMENT AND COMMERCIALIZATION OF OUR PRODUCTS WILL REQUIRE A COMMITMENT
OF SUBSTANTIAL FUNDS.

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

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

We rely on two primary suppliers, who provided approximately 80% of our goods for the year ended March 31, 2010. Our reliance on a
limited number of suppliers 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 these two
vendors for any reason, such loss would have a material adverse effect on our business, financial condition and results of operations.

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

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

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

Our officers and directors beneficially own approximately 49% of the outstanding common stock as of the date of this filing. They will
continue to have the ability to substantially influence the management, policies, and business operations. In addition, the rights of the holders of
our common stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the
future.

WE MAY NEVER ISSUE DIVIDENDS.

We did not declare any dividends for the years ended March 31, 2010 and 2009. 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.



                                                                         3
Risks Related to Our Common Stock

YOU MAY NOT BE ABLE TO LIQUIDATE YOUR INVESTMENT SINCE THERE IS NO ASSURANCE THAT A PUBLIC
MARKET WILL DEVELOP FOR OUR COMMON STOCK OR THAT OUR COMMON STOCK WILL EVER BE APPROVED
FOR TRADING ON A RECOGNIZED EXCHANGE .

There is no established public trading market for our securities. Although we intend to be quoted on the OTC BB in the United States, our
shares are not and have not been quoted on any exchange or quotation system. We cannot assure you that a market maker will agree to file the
necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved or that a regular
trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate its
investment, which will result in the loss of your investment.

THE OFFERING PRICE OF THE SHARES WAS SOLELY DETERMINED BASED UPON THE PRICE THE SHARES
THAT WERE SOLD IN THE PRIVATE PLACEMENT, AND THEREFORE SHOULD NOT BE USED AS AN INDICATOR OF
THE FUTURE MARKET PRICE OF THE SECURITIES. THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP
TO THE ACTUAL VALUE OF THE COMPANY, AND MAY MAKE OUR SHARES DIFFICULT TO SELL.

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of $0.12 for the shares of common stock was
determined based upon the price the shares that were sold to the investors in our private placement memorandum of $0.06 plus an increase
based on the fact the shares will be liquid and registered. The facts considered in determining the offering price were our financial condition
and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship to the
book value, assets or earnings of our company or any other recognized criteria of value. The offering price should not be regarded as an
indicator of the future market price of the securities.

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

If our common stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the Securities and
Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These
disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for
our shareholders to sell their securities.



                                                                        4
                                 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains certain forward-looking statements. When used in this Prospectus or in any other presentation, statements which are
not historical in nature, including the words ―anticipate,‖ ―estimate,‖ ―should,‖ ―expect,‖ ―believe,‖ ―intend,‖ ―may,‖ ―project,‖ ―plan‖ or
―continue,‖ and similar expressions are intended to identify forward-looking statements. They also include statements containing a projection
of revenues, earnings or losses, capital expenditures, dividends, capital structure or other financial terms.

The forward-looking statements in this Prospectus are based upon our management’s beliefs, assumptions and expectations of our future
operations and economic performance, taking into account the information currently available to them. These statements are not statements of
historical fact. Forward-looking statements involve risks and uncertainties, some of which are not currently known to us that may cause our
actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial
condition we express or imply in any forward-looking statements. These forward-looking statements are based on our current plans and
expectations and are subject to a number of uncertainties and risks that could significantly affect current plans and expectations and our future
financial condition and results.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Prospectus might not occur.
We qualify any and all of our forward-looking statements entirely by these cautionary factors. As a consequence, current plans, anticipated
actions and future financial conditions and results may differ from those expressed in any forward-looking statements made by or on our
behalf. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented herein.



                                                                       5
                                                                 USE OF PROCEEDS

The selling stockholders are selling shares of common stock covered by this prospectus for their own account. We will not receive any of the
proceeds from the sale of these shares. We have agreed to bear the expenses relating to the registration of the shares for the selling security
holders.

                                                  DETERMINATION OF OFFERING PRICE

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock of $0.12 was
determined as the selling price based upon the original purchase price paid by certain selling shareholders of $0.06 plus an increase based on
the fact the shares will be registered and become freely tradable if our common stock is successfully listed on a public exchange.

The facts considered in determining the offering price of the shares of our common stock were our financial condition and prospects, our
limited operating history and the general condition of the securities market. Although our common stock is not listed on a public exchange, we
will be filing to obtain a listing on the OTC Bulletin Board concurrently with the filing of this prospectus. In order to be quoted on the Bulletin
Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a
market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will
be approved.

In addition, there is no assurance that our common stock will trade at market prices in excess of the initial public offering price as prices for the
common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors,
including the depth and liquidity.

                                                                     DILUTION

The common stock to be sold by the selling shareholders is common stock that is currently issued. Accordingly, there will be no dilution to our
existing shareholders.

Our net tangible book value as of September 30, 2010, was $588,085, or $0.022 per share of common stock. Net tangible book value per share
is equal to our total tangible assets (total assets less intangible assets) less our total liabilities divided by the number of shares of common stock
outstanding.

                                                                                                                               Average Acquired
                                                                                      Shares Owned        Amount Paid           Price per Share
George Ma and Josephine Ma                                                               1,541,668             17,500                        0.011
Spencer Luo                                                                              3,499,999             40,000                        0.011
Chung Tung Lim                                                                           3,333,333             40,000                        0.012
Tony Jiang                                                                                 700,000              7,000                        0.010
Lampo Joanna Cheung                                                                      1,000,000             20,000                        0.020
Justin Luo                                                                               1,000,000             10,000                        0.010
Tony Lee and Emily Lee                                                                     916,667             10,000                        0.011
Miles Xu                                                                                 1,166,667             20,000                        0.017
Stephen Wan                                                                              1,000,000             10,000                        0.010
Total of officers, directors, promoters and affiliated persons                           14,158,334           174,500                        0.012

Net Tangible Book Value per Share as of 3/31/2010                                                                                              0.019
Net Tangible Book Value per Share as of 9/30/2010                                                                                              0.022

                                                      PENNY STOCK CONSIDERATIONS

Our common stock will be a penny stock; therefore, trading in our securities is subject to penny stock considerations. Broker-dealer practices in
connection with transactions in ―penny stocks‖ are regulated by certain penny stock rules adopted by the Securities and Exchange Commission.

Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system). 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 that provides information about penny stocks and the risks in the
penny stock market. The broker-dealer also must provide the 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 broker-dealer must also 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 requirements may have the effect of
reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The
additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our
securities, which could severely limit their market price and liquidity of our securities. These requirements may restrict the ability of
broker-dealers to sell our common stock and may affect your ability to resell our common stock.

                                                         SELLING SHAREHOLDERS

The total of 9,640,955 shares being offered for sale by the selling stockholders consist of (i) 4,007,622 shares of our common stock held by
39 shareholders which were sold in our Regulation D Rule 506 and/or Regulation S offering completed in March 2010, (ii) 2,200,000 shares of
our common stock held by our founders, officers and directors and their affiliates, (iii) 2,283,333 shares of our common stock that sold in our
private offering from March 2009 to March 2010 and (iv) 1,150,000 shares of our common stock that purchased from our directors.

  The table below lists the selling shareholders and other information regarding the beneficial ownership of the securities by each of the selling
shareholders. Except as indicated in the footnotes to the table, no selling security holder has had any material relationship with us or our
predecessors or affiliates during the last three years.



                                                                        6
                                        Shares of Common Maximum Number of        Shares of Common    Percent of Common
                                       Stock Owned prior to Shares of Common      Stock Owned after   Stock Owned after
     Name of Selling Shareholders            Offering       Stock to be Offered        Offering           Offering (1)

Yeong Cheol Seo (Edward Seo) (2)            1,000,000             200,000              800,000              3.04%
Justin Luo (2)(13)                          1,000,000             200,000              800,000              3.04%
Miles Xu (2)(4)(14)                         1,166,667             200,000              966,667              3.67%
Spencer Luo (2)(3)(15)                      3,499,999             200,000             3,299,999            12.53%
Stephen Wan (2)(16)                         1,000,000             200,000              800,000              3.04%
Winnie Cheung (2)(4)                        1,166,667             200,000              966,667              3.67%
Chung Tung Lim (3)(17)                      3,333,333             200,000             3,133,333            11.90%
Steven Leung (3)(5)                         1,666,666             200,000             1,466,666             5.57%
Christian Mackey (3)                         833,333              833,333                 0                  0%
David Mackey (3)                             833,333              833,333                 0                  0%
Wai Leung Luk (3)(4)                         666,667              666,667                 0                  0%
Lampo Joanna Cheung (4)(5)(18)              1,000,000             200,000              800,000              3.04%
Josephine Ma (5)(6) (11)                     833,334              200,000              633,334              2.40%
Emily Lee (5)(10)                            416,667              200,000              216,667              0.82%
Jennifer L. Cheung (4)(6)                    833,334              833,334                 0                  0%
Patrick Chu (4)(6)                           283,600              283,600                 0                  0%
Vennie Tam (4)(6)                            200,267              200,267                 0                  0%
Chung Y. Hwang (4)(6)                        200,267              200,267                 0                  0%
Genik Investment (2)(3)(7)                  1,416,667             200,000             1,216,667             4.62%
TLMS International, Inc. (2)(9)             1,000,000             200,000              800,000              3.04%
GPNP, Inc. (2)(8)                           1,000,000             200,000              800,000              3.04%
Wan Ting He (4)                               33,333               33,333                 0                  0%
Kanffee Chan (4)                             416,667              416,667                 0                  0%
Zhong Xiu Xie Guan (4)                       150,000              150,000                 0                  0%
Steven Guan (4)                              100,000              100,000                 0                  0%
Stanley H. Guan (4)                          416,667              416,667                 0                  0%
Steve Yen Chen (4)                           166,667              166,667                 0                  0%
Kitty AuYeung (4)                             50,000               50,000                 0                  0%
Tyler Xitao Guo (4)                           30,000               30,000                 0                  0%
Kin Ming (William) Fok (4)                    83,333               83,333                 0                  0%
Wing K. Chan (4)                              16,667               16,667                 0                  0%
Kin Cheong Leung (4)                         300,000              300,000                 0                  0%
Da Ming Liu (4)                              166,667              166,667                 0                  0%
Peter Ji Qiang Lu (4)                        166,667              166,667                 0                  0%
Qiwen Liang (4)                               16,666               16,666                 0                  0%
Frank P. Wong (4)                             30,000               30,000                 0                  0%
Ka Ho Man (4)                                 30,000               30,000                 0                  0%
Feiyu Li (4)                                  30,000               30,000                 0                  0%
Angela Mok (4)                                20,000               20,000                 0                  0%
Jimmy Lee (4)                                 16,800               16,800                 0                  0%
Shi Xiong Liu (4)                             33,333               33,333                 0                  0%
Edward Wong & Mira M. Liu (4)                 83,333               83,333                 0                  0%
Yuk Fai Fung & Yue Man Lena Chan (4)          83,333               83,333                 0                  0%
Fuk Cheong Wong (4)                           50,000               50,000                 0                  0%
Helam Luk (4)                                 83,333               83,333                 0                  0%
Jian Biao Hong (4)                           166,667              166,667                 0                  0%
Wellspring Investments (4) (12)               16,688               16,688                 0                  0%
Zhi Li (4)                                    83,333               83,333                 0                  0%
Yimin Chen (4)                               100,000              100,000                 0                  0%
Raymond Chun Hua Zho (4)                      50,000               50,000                 0                  0%
Total                                      26,340,955            9,640,955



                                                             7
 (1) Based on 26,340,955 shares of common stock issued and outstanding after the Offering, assuming the sale of all of the common
     shares offered.
 (2) Shares acquired as founders of the Company with a subscription price of $0.01.
 (3) Shares purchased from our private offering from March 2009 to March 2010 with a subscription price of $0.012.
 (4) Shares purchased from our private placement that closed in March 2010 with a subscription price of $0.06.
 (5) Shares purchased from Chung Tung Lim at $0.012 per share.
 (6) Shares purchased from Spencer Luo at $0.012 per share.
 (7) George Ma is the managing director of Genik Investment LLC and he has the voting and dispositive power over the shares owned by
     Genik Investment LLC.
 (8) Tony Jiang is the managing director of GPNP, Inc. and he has the voting and dispositive power over the shares owned by GPNP, Inc.
     Tony Jiang is also a Director of the Company.
 (9) Tony Lee is the managing director of TLMS International, Inc. and he has the voting and dispositive power over the shares owned by
     TLMS International, Inc.
(10) Emily Lee is the wife of Tony Lee, our Vice President,of Products Development and director.
(11) Josephine Ma is the wife of George Ma, our Chairman of the Board of Directors.
(12) Jason Z. Huang is the managing director of Wellspring Investment and he has the voting dispositive power over the shares owned by
     such entity.
(13) Justin Luo is the Vice President of Technical Service and Director of the Company.
(14) Miles Xu is the Secretary and Director of the Company.
(15) Spencer Luo is the President, Chief Executive Officer and Director of the Company.
(16) Stephen Wan is the Chief Financial Officer, Treasurer and Director of the Company.
(17) Chung Tung Lim is the Vice President, Chief Operating Officer and Director of the Company.
(18) Lampo Joanna Cheung is the Vice President of Marketing and Director of the Company.



                                                                8
                                                          PLAN OF DISTRIBUTION

The selling security holders may sell some or all of their shares at a fixed price of $0.12 per share until our shares are quoted on the OTC
Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. The fixed price of $0.12 has been determined as the
selling price based upon the original purchase price paid by certain selling shareholders of $0.06 plus an increase based on the fact the shares
will be liquid and registered. Prior to being quoted on the OTC Bulletin Board, shareholders may sell their shares in private transactions to
other individuals. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTC Bulletin
Board concurrently with the filing of this prospectus. In order to be quoted on the Bulletin Board, a market maker must file an application on
our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary
documents with FINRA, nor can there be any assurance that such an application for quotation will be approved. There is no assurance that an
active trading market for our shares will develop, or, if developed, that it will be sustained. In the absence of a trading market or an active
trading market, investors may be unable to liquidate their investment or make any profit from the investment.

The selling shareholders may use any one or more of the following methods when disposing of shares or interests therein:

         –    ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

         –    block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block
              as principal to facilitate the transaction;

         –    purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

         –    an exchange distribution in accordance with the rules of the applicable exchange;

         –    privately negotiated transactions;

         –    short sales effected after the date the registration statement of which this Prospectus is a part is declared effective by the SEC;

         –    through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

         –    broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;
              and

         –    a combination of any such methods of sale.

The selling shareholders may, from time to time, pledge or grant a security interest in some or all of the common stock owned by them and, if
they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the common stock, from time to
time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act
amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this
prospectus. The selling shareholders also may transfer the securities in other circumstances, in which case the transferees, pledgees or other
successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our common stock or interests therein, the selling shareholders may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the
positions they assume. The selling shareholders may also sell shares of our common stock short and deliver these securities to close out their
short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling shareholders may also
enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities
which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling shareholders from the sale of the common stock offered by them will be the purchase price of the
common stock less discounts or commissions, if any. Each of the selling shareholders reserves the right to accept and, together with their
agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will
not receive any of the proceeds from this offering.



                                                                        9
Broker-dealers engaged by the selling shareholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling shareholders (or, if any broker-dealer acts as agent for the purchase of shares, from the purchaser) in
amounts to be negotiated. The selling shareholders do not expect these commissions and discounts to exceed what is customary in the types of
transactions involved, and in no case will the maximum compensation received by any broker-dealer exceed eight percent (8%).

The selling shareholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities
Act, provided that they meet the criteria and conform to the requirements of that rule.

Any underwriters, agents, or broker-dealers, and any selling shareholders who are affiliates of broker dealers that participate in the sale of the
common stock or interests therein may be ―underwriters‖ within the meaning of Section 2(11) of the Securities Act. Any discounts,
commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities
Act. Selling shareholders who are ―underwriters‖ within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus
delivery requirements of the Securities Act. We know of no existing arrangements between any of the selling shareholders and any other
stockholder, broker, dealer, underwriter, or agent relating to the sale or distribution of the shares, nor can we presently estimate the amount, if
any, of such compensation. See ―Selling shareholders‖ for description of any material relationship that a stockholder has with us and the
description of such relationship.

To the extent required, the shares of our common stock to be sold, the names of the selling shareholders, the respective purchase prices and
public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular
offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement
that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through
registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified
for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the selling shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares
in the market and to the activities of the selling shareholders and their affiliates. In addition, we will make copies of this prospectus (as it may
be supplemented or amended from time to time) available to the selling shareholders for the purpose of satisfying the prospectus delivery
requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the
sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

We have agreed to pay certain fees and expenses incurred by us incident to the registration of the shares. Such fees and expenses are estimated
to be $71,000. We have agreed to indemnify the selling shareholders against liabilities, including liabilities under the Securities Act and state
securities laws, relating to the registration of the shares offered by this prospectus.

We have agreed with the selling shareholders to keep the registration statement of which this prospectus constitutes a part effective until the
earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration
statement or (2) the date on which the shares may be sold pursuant to Rule 144(k) of the Securities Act.



                                                                        10
                                          DESCRIPTION OF SECURITIES TO BE REGISTERED

Authorized Capital Stock

We are authorized to issue 50,000,000 shares of common stock, $0.000001 par value per share, and no shares of preferred stock.

Common Stock

As of the date hereof, 26,340,955 shares of common stock are issued and outstanding.

The holders of our common stock have equal ratable rights to dividends from funds legally available if and when declared by our board of
directors and are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution
or winding up of our affairs. Our common stock does not provide the right to a preemptive, subscription or conversion rights and there is no
redemption or sinking fund provisions or rights. Our common stock holders are entitled to one non-cumulative vote per share on all matters on
which shareholders may vote.

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the
outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the
holders of the remaining shares will not be able to elect any of our directors.

Holders

As of the date hereof, we have 50 shareholders holding 26,340,955 shares of our issued and outstanding common stock.

Dividend Policy

It is unlikely that we will declare or pay cash dividends in the foreseeable future. We intend to retain earnings, if any, to expand our operations.
To date, we have paid no dividends on our shares of common stock and have no present intention of paying any dividends on our shares of
common stock in the foreseeable future. The payment by us of dividends on the shares of common stock in the future, if any, rests solely within
the discretion of our board of directors and will depend upon, among other things, our earnings, capital requirements and financial condition, as
well as other factors deemed relevant by our board of directors.

Warrants and Options

There are no outstanding warrants or options to purchase our securities.

                                                               LEGAL MATTERS

The validity of the common stock offered by this prospectus will be passed upon for us by Anslow & Jaclin, LLP, Manalapan, New Jersey.

                                                                    EXPERTS

The consolidated financial statements of our company included in this prospectus and in the registration statement have been audited by Mah &
Associates, LLP, independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere
herein and in the registration statement, and are included in reliance on such report, given the authority of said firm as an expert in auditing and
accounting.

                                                         DESCRIPTION OF BUSINESS

Business Overview

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

We are a company investing in increased efficient energy use with decreased energy consumption, such as exterior LED lights and building
material products that inflict minimum and no harm to the environment. With regard to energy consumption, the typical high pressure sodium
(HPS) street light consumes 425 kilowatt hours per year while LED lighting system consumes 210 kilowatt hours, which is 50.6% less. In
addition, LED lighting increases energy efficiency by providing 67 lumens per watt of brightness compared to 61 lumens by typical sodium
street lights. In the philosophical aspect of combating the energy crises, we aim to capture the opportunities of these 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. The company is still in the development stage. Both we and ERET are located and operated
out of Sunnyvale, California, USA.



                                                                  11
ERET invests and operates a subsidiary, and is planning to sign up other businesses to implement ERET’s Elite Energies Distribution (EED)
program. This EED program is to build up new distribution channels with local entrepreneurs at selected regions throughout the United States.
In August 2009, ERET invested into a wholesale distribution operator, Quality Green Building Supplies, Inc. (―QGBS‖), a California
Corporation. QGBS was established on July 2009, and is operating as a building materials wholesaler in the San Francisco Bay Area. We have
entered into an agreement and paid $330,000 to acquire 50.52% of QGBS ownership. The financial statements of QGBS are included in the
consolidated financial statements because of the Company’s majority ownership (50.52%) and control over QGBS.

As a building material wholesaler, QGBS plans to source and discretely select the best manufacturers with high quality, reliable and price
sensible products. With the help of our technical advisors and merchandisers, we might modify the users interface or even certain technical
aspects of our product lines to accommodate each targeted market and ultimately fabricate products with our own brand name.

The equity ownership of QGBS is an integral part of ERET’s marketing strategy designed to congregate small to medium sized entrepreneurs
in the sales and general construction fields across the United States in order to form a larger distribution network program, called ―Elite
Energies Distributors‖ (―EED‖). This EED Program will provide product information, marketing and sales materials to distributors to exploit
and make a way into their local markets; and in turn help ERET quickly penetrate into the United States market.

On the other operation front, ERET is planning to invest its resource into lighting products, such as exterior Light Emitting Diode (LED)
lighting systems. The sales and distribution of exterior LED lights are believed to be the promising areas for long-term sustainable growth.
ERET plans to fully implement its LED lights project in three to five years after the commencement of its building material supplies segment
operation. We currently bundle our own unique building products as a package to better fit our own distribution channels as well as to
distinguish ourselves from other competitors. ERET generate revenue from distribution, selling products and marketing services.

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

On October 19, 2010, ERET signed an exclusive agent contract with Shiyan Hongda Science and Technology Co., Ltd., an unrelated Chinese
company (―Shiyan‖). Under this exclusive agent contract, ERET will be Shiyan’s exclusive agent to solicit orders for Shiyan’s ―Wisdom Solar‖
brand solar product series in the United States, Canada, Mexico, Brazil and Ethiopia effective on November 1, 2010 for three years. ERET
shall undertake to solicit orders for no less than $75,000, $100,000, and $125,000 of such products during the first, second, and third year,
respectively. This agreement does not come into effect until ERET fulfills the first year target sales.

From March 2009 to March 2010, we sold a total of 13,333,333 shares at $0.012 per share to seven (7) purchasers, including 10,416,667 shares
to our directors and investors for an aggregate offering price of $160,000.

On March 31, 2010, we closed a private placement (the ―Private Placement‖) under Rule 506 under Regulation D and/or Regulation S for the
sale of an aggregate of 4,007,622 shares of common stock (the ―Private Placement Shares‖) at a purchase price of $0.06 per share to 39
accredited investors. The total proceeds from this Private Placement are $240,457.32.

Market Opportunities

Petroleum was sold for $147 per barrel in June 2008, and slipped back down to less than $36 per barrel as of December 2008. P etroleum is
currently hovering over $88 per barrel as of the end of November 2010.In the commodity market, the trading per barrel is creeping back up to
$100 per barrel toward the year end. Both the nation and the fellow countryman are awaken by the reality call of the volatile oil pricing. The
Emergency Economic Stabilization Act of 2008 offers tax incentives to energy-efficient commercial buildings. Any building that can cut its
energy consumption by 50 percent is eligible to receive a tax reduction of up to $1.80 per square foot. (Source: § 303 of the Emergency
Economic Stabilization Act of 2008. http://www.energy.gov/media/HR_1424.pdf ).

With much attention and growing supports all around, the green energy business is getting a bit congested. Nowadays, entrepreneurs, scientists
and policymakers around the globe are joining in the field. In order for us to stand out, a dedicated and seasoned management team with a
creative and down to earth marketing plan will be essential and critical to our success. Thereby with creative marketing strategy like our EED
Program, and ERET’s subsidiaries program, we will play an extremely important part of penetrating the market place.

Products Offered

We are planning to focus on the development and wholesaling of two types of products: 1) Energy saving lighting products and fixtures 2)
Environmental friendly building materials. We do not have any nearby plans to manufacture products ourselves.
12
LED Lighting System

Elite Energies is involved with the sales and distribution of exterior LED lighting systems, and are focusing on doing exterior lightings for
public areas, such as parking lots, public walkways, parks, farms, and golf course lightings.

Green Building Materials

ERET will select manufacturers that are developing non-toxic cement, insulation, engineered wood and flooring materials to reduce solid
waste.

In the United States, buildings alone account for 38% of all CO2 emissions, used 13.6% of all potable water, and consume 72% of all electrical
power generated. By using green building materials, we expect to substantially reduce the consumption of all the above.

Commercial office buildings will be our primary target customers for green building materials over the residential buildings since we believe
business owners have more incentives to go green.

Suppliers and Customers

The Company has two customers Kingway Cabinet Outlet Inc. and Best Forest Products, Inc. accounting for approximately 23% of the sales
for the year ended March 31, 2010. The Company also has three customers Kingway Cabinet Outlet Inc., Best Forest Products, Inc. and
Sincere Hardware Supply, which account for approximately 57% of the trade accounts receivable at March 31, 2010.

The Company purchased approximately 80% of goods from two vendors Whole New Concept, LLC and Jiangmen Pioneer Import & Export
Co., LTD. for the year ended March 31, 2010. If the suppliers were to have operational problems or cease supplying the Company, operations
would be adversely affected.

We currently do not have any contracts with our suppliers or customers.

Competition

We bundle our own unique building products as a package to better fit our own distribution channels as well as to distinguish ourselves from
competitors. We are aware there are many small to medium size hardware stores in the market place.

Major nationwide building materials chain stores, such as Home Depot, Price Club, Lowe, Orchard, Sears, Target and many others are selling
similar products and services. Our advantage is direct import from overseas manufacturers without middleman or agency fees.

Employees

As of the date hereof, together with QGBS, we have four full-time employees and three part-time employees.

Legal Proceedings

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

                                                      DESCRIPTION OF PROPERTY

Our business office is located at 848 Stewart Dr., Suite 101, Sunnyvale, California, 94085. The office is about 250 square feet and we pay rent
of $100 per month to occupy this location. QGBS, one of our subsidiaries, leased an office and warehouse in San Leandro, California for its
green building materials operation. The warehouse is about 23,500 square feet and is located at 2756 Alvarado St, Unit E and F, San Leandro,
Alameda, California 94577. The monthly rent for the warehouse is $7,050 and the lease will expire on October 31, 2012. We have no other
properties and at this time have no intention to acquire any properties.



                                                                      13
                                                          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. To our knowledge, 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 our executive officers or any of our subsidiaries, threatened
against or affecting our company, our common stock, any of our subsidiaries or any of our companies or our company’s subsidiaries’ officers
or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

                          MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is presently no established public trading market for our shares of common stock. We anticipate on applying for trading of our common
stock on the OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms apart. However, we can
provide no assurance that our shares of common stock will be traded on the Bulletin Board or, if traded, that a public market will materialize.

Holders of Our Common Stock

As of the date of this registration statement, we had 50 shareholders of our common stock.

Stock Option Grants

To date, we have not granted any stock options.

Transfer Agent and Registrar

To date, we have not appointed a transfer agent for our common stock.

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.

                                                       AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered hereby.
This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration
statement and the exhibits and schedule thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For
further information regarding our common stock and our company, please review the registration statement, including exhibits, schedules and
reports filed as a part thereof. Statements in this prospectus as to the contents of any contract or other document filed as an exhibit to the
registration statement, set forth the material terms of such contract or other document but are not necessarily complete, and in each instance
reference is made to the copy of such document filed as an exhibit to the registration statement, each such statement being qualified in all
respects by such reference.

We are also subject to the informational requirements under Section 14 of the Exchange Act which requires us to file reports, proxy statements
and other information with the SEC. Such reports, proxy statements and other information along with the registration statement, including the
exhibits and schedules thereto, may be inspected at public reference facilities of the SEC at 100 F Street N.E., Washington D.C. 20549. Copies
of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. You may call the SEC at 1-800-SEC-0330
for further information on the operation of the public reference room. Because we file documents electronically with the SEC, you may also
obtain this information by visiting the SEC’s Internet website at http://www.sec.gov .



                                                                        14
                                          ELITE ENERGIES, INC.

                                                 INDEX TO

                                CONSOLIDATED FINANCIAL STATEMENTS

                                           (Stated in U.S. dollars)


CONTENTS                                                                                         PAGES

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                              F-2

CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2010 AND 2009 AND SEPTEMBER 30, 2010 (UNAUDITED)         F-3

CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED MARCH 31, 2010 AND 2009 AND THE            F-4
SIX MONTHS ENDED SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED MARCH 31, 2010 AND               F-5
2009 AND THE SIX MONTHS ENDED SEPTEMBER 30, 2010 (UNAUDITED)

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED MARCH 31, 2010 AND 2009 AND THE             F-6
SIX MONTHS ENDED SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                     F-7 – F-15




                                                     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, 2010 and 2009,
and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended
March 31, 2010. Elite Energies, Inc. & Subsidiaries’ management is responsible for these consolidated financial statements. 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 also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the consolidated financial statements, 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, 2010 and 2009, and the results of its operations and its cash flows for each of the years in
the two-year period ended March 31, 2010 in conformity with accounting principles generally accepted in the United States of America.


/s/ Mah & Associates, LLP
San Francisco, California
July 12, 2010

(Except for Note 3 and 12, as to
which the date is November 12, 2010)



                                                                        F-2
                                     ELITE ENERGIES, INC. AND SUBSIDIARIES
                                          CONSOLIDATED BALANCE SHEETS
                          AS OF MARCH 31, 2010 AND 2009 AND SEPTEMBER 30, 2010 (UNAUDITED)


                                                                                      March 31                       September 30,
                                                                              2010               2009                    2010
                                                                                                                    (UNAUDITED)
                                 ASSETS
Current Assets
 Cash and cash equivalents                                                $     143,116      $       77,484     $           108,401
 Receivables -
  Trade, net                                                                     59,263                   -                  64,375
  Related parties                                                                12,117                   -                   6,308
 Advanced to employee                                                               500                   -                       -
 Inventory, net                                                                 310,333                   -                 463,921
 Prepaid inventory/expenses                                                      48,594                   -                   4,206
 Inventory in transit                                                            49,327                   -                  49,434
    Total Currents Assets                                                       623,250              77,484                 696,645
Deposit                                                                          11,809                   -                  41,809
Property and Equipment, net                                                      35,361                   -                  39,389
 Total Assets                                                             $     670,420      $       77,484     $           777,843


                         LIABILITIES AND EQUITY

Current Liabilities
  Payables-
  Trade                                                                   $        1,561     $              -   $            26,300
  Related parties                                                                 33,117                    -                29,455
 Accrued expenses-
  Related parties                                                                     -                 1,296                 9,660
  Other                                                                           3,755                    75                37,503
 Deferred liabilities                                                                 -                     -                 2,350
 Obligations under capital leases - current                                       5,499                     -                 5,839
 Stockholder loans in subsidiaries                                              120,000                     -                70,000
 Accrued interest for stockholder loans in subsidiaries                           5,600                     -                 2,067
    Total Current Liabilities                                                   169,532                 1,371               183,174

 Obligations under capital leases - noncurrent                                       9,591                  -                 6,584

     Total Liabilities                                                          179,123                 1,371               189,758


 Commitments

Equity
  Elite's Stockholders' Equity
 Common stock, authorized 50,000,000, 1,000,000,000 and 50,000,000
shares,
    par value $0.000001, 26,340,955 shares, 19,416,667 shares and
26,340,955 shares
    issued and outstanding on March 31, 2010 and 2009 and September 30,
2010, respectively                                                                    26                 19                      26
 Additional paid-in-capital                                                      490,431            214,981                 490,431
 Accumulated deficit                                                             (79,205 )          (13,887 )              (172,933 )
 Stock subscription receivable                                                  (120,001 )         (125,000 )                     -
   Total Elite's Stockholders' Equity                                            291,251             76,113                 317,524
 Non-controlling Interest                                                        200,046                  -                 270,561
      Total Equity                                                                    491,297                76,113       588,085



Total Liabilities and Equity                                                $         670,420     $          77,484   $   777,843


                           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, 2010 AND 2009
                        AND THE SIX MONTHS ENDED SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)

                                                                 Years Ended March 31                     Six Months Ended September 30
                                                                2010               2009                      2010               2009
                                                                                                                 (UNAUDITED)
Revenues-
  Trade, net of returns                                  $          352,373      $               -    $         555,038     $       20,099
 Related parties                                                     41,159                      -               62,365              7,673
  Total Revenue                                                     393,532                      -              617,403             27,772

Cost of Revenue                                                     308,226                      -              470,711             24,266
 Gross profit                                                        85,306                      -              146,692              3,506

Operating expenses
 Payroll expenses                                                    69,902                     -                73,609                 896
 General and administrative                                          54,395                   641                68,094              13,224
 Rent and utilities                                                  38,896                     -                47,677               7,650
 Legal and professional fees                                         11,017                13,246                65,336               1.048
  Total operating expenses                                         (174,210 )             (13,887 )            (254,716 )           (22,818 )

Other income/ (expenses)
 Interest income                                                        108                      -                  122                  47
 Interest under capital leases                                         (876 )                    -                 (844 )                 -
 Note interest                                                       (5,600 )                    -               (4,467 )             (800)
   Total other income/ (expenses)                                    (6,368 )                    -               (5,189 )             (753)


Loss before income taxes                                            (95,272 )             (13,887 )            (113,213 )           (20,065 )

Provision for income taxes                                                  -                    -                     -                   -

Net loss                                                            (95,272 )             (13,887 )            (113,213 )           (20,065 )

Less: Net loss attributable to noncontrolling interest              (29,954 )                    -              (19,485 )            (5,251 )

   Net loss attributable to Elite Energies, Inc.         $          (65,318 )    $        (13,887 )   $         (93,728 ) $         (14,814 )


Loss per Share - Basic and Diluted                       $             (0.00 )   $          (0.02 )   $           (0.00 ) $           (0.00 )


Weighted average number of common shares outstanding
during the period - Basic and Diluted                            21,606,715              573,744             26,340,955         20,054,190


                             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, 2010 AND 2009
                                   AND THE SIX MONTHS ENDED SEPTEMBER 30, 2010 (UNAUDITED)

                                                                                                              Total Elite's
                       Common Stock              Paid in           Subscription       Accumulated            Stockholders'            Noncontrolling           Total
                                  Amoun
                      Shares        t            Capital           Receivable             Deficit               Equity                   Interest              Equity

Balance, April 1,
2008                           -    $    -   $             -   $                  -   $             -    $                    -   $                    -   $            -

Sale of common
stock                 19,416,667        19        214,981               (125,000 )                  -                 90,000                           -          90,000

Net Loss                       -         -                 -                      -          (13,887 )               (13,887 )                         -         (13,887 )

Balance, March
31, 2009              19,416,667        19        214,981               (125,000 )           (13,887 )                76,113                           -          76,113

Cash contributions
to the subsidiaries
by noncontrolling
interest                       -         -                 -                      -                 -                         -               230,000           230,000

Cash received for
subscription
receivable                     -         -                 -             125,000                    -                125,000                           -        125,000

Sale of common
stock                  6,924,288         7        275,450               (120,001 )                  -                155,456                           -        155,456

Net Loss                       -         -                 -                      -          (65,318 )               (65,318 )                 (29,954 )         (95,272 )

Balance, March
31, 2010              26,340,955        26        490,431               (120,001 )           (79,205 )               291,251                  200,046           491,297

Cash contributions
to the subsidiaries
by noncontrolling
interest                       -         -                 -                      -                 -                         -                 90,000            90,000

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

Net Loss                       -         -                 -                      -          (93,728 )               (93,728 )                 (19,485 )        (113,213 )

Balance
September 30,
2010
(UNAUDITED)           26,340,955    $   26   $ 490,431         $                  -   $     (172,933 )   $           317,524      $           270,561      $    588,085


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


                                                                             F-5
                                    ELITE ENERGIES, INC. AND SUBSIDIARIES
                                 CONSOLIADTED STATEMENTS OF CASH FLOWS
                                FOR THE YEARS ENDED MARCH 31, 2010 AND 2009
                    AND FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)

                                                            Years Ended March 31                 Six Months Ended September 30
                                                           2010               2009                  2010                2009
                                                                                                         (UNAUDITED)
Cash Flows from Operating Activities
         Net loss                                      $      (95,272 ) $        (13,887 ) $          (113,213 )   $       (20,065 )
Adjustment to reconcile net loss to net cash used in
operating activities:
      Depreciation                                              6,277                   -                6,476                   648
       Provision for doubtful accounts                              -                   -               20,390                     -
Change in operating assets and liabilities:
       (Increase) in accounts receivable                      (59,263 )                 -              (25,502 )           (11,728 )
       (Increase) / Decrease in accounts receivable
       from related parties                                   (12,117 )                 -                5,809              (6,453 )
       (Increase) / Decrease in accounts receivable,
       other                                                     (500 )                 -                  500                   -
       (Increase) in inventories                             (310,333 )                 -             (153,588 )          (240,690 )
      (Increase) / Decrease in prepaid expenses and
inventory in transit                                          (97,921 )                 -               44,281              (8,772 )
      (Increase) in deposit                                   (11,809 )                 -              (30,000 )           (11,219 )
       Increase in trade accounts payable                       1,561                   -               24,739               4,817
       Increase / (Decrease) in accounts payable to
       related parties                                         33,117                   -               (3,662 )            33,319
       Increase / (Decrease) in accrued expenses to
       related parties                                         (1,296 )            1,296                 9,660              (1,296 )
       Increase in other accrued expenses                       3,680                 75                33,748                 525
       Increase in deferred liabilities                             -                  -                 2,350                   -
       Increase / (Decrease) in interest payable                5,600                  -                (3,533 )               800
Net Cash Used in Operating Activities                        (538,276 )          (12,516 )            (181,545 )          (260,114 )

Cash Flows from Investing Activities
      Acquisition of property and equipment                   (23,838 )                 -              (10,504 )            (3,097 )
Net Cash Used in Investing Activities                         (23,838 )                 -              (10,504 )            (3,097 )

Cash Flows from Financing Activities:
      Proceeds from issuance of common stock                  155,456            90,000                       -             30,000
      Proceeds from issue of shares to
      noncontrolling interest                                 230,000                   -               90,000             180,000
      Proceeds from stockholder loan in subsidiaries          120,000                   -                    -              20,200
      Repayment of stockholder loan in subsidiaries                 -                   -              (50,000 )                 -
      Proceeds from collection of subscription
      receivable                                              125,000                 -               120,001               90,000
      Payments to the principal of capital leases              (2,710 )               -                (2,667 )                  -
Net Cash Provided by Financing Activities                     627,746            90,000               157,334              320,200

Net Increase / (Decrease) in Cash                              65,632            77,484                (34,715 )            56,989

Cash, Beginning of Period                                      77,484                 -               143,116               77,484
Cash, Ending of Period                                 $      143,116     $      77,484      $        108,401      $       134,473

Supplemental cash flow information
Interest paid                                          $          876     $             -    $           8,844     $               -

Income taxes paid                                      $             -    $             -    $                -    $               -
Noncash investing and financing activities
Capital leases                                         $          17,800    $                -    $                  -   $    17,800

Stock issuances - subscription receivable              $         120,001    $         125,000     $                  -   $   175,000


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



                                                                     F-6
                                               ELITE ENERGIES, INC. AND SUBSIDIARIES
                                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      (Information with respect to the six-month period ended September 30, 2010 and 2009, and as of September 30, 2010, is unaudited)

NOTE 1.      SUMMARY OF ORGANIZATION

Elite Energies, Inc. (―ELITE‖, the ―Company‖) is a Delaware Corporation and was formed on March 28, 2008 under the name ―Global
ePlatform Technologies Inc.‖. On December 17, 2008, Global ePlatform Technologies Inc. changed its name to Elite Energies, Inc. The
Company, located in Sunnyvale, California, is a holding company whose subsidiaries invest in the renewable energies technology and
environmental friendly building materials, products and related services.

The Company has a wholly-owned subsidiary, Elite Renewable Energies Technology, Inc. (―ERET‖), which was incorporated on January 29,
2009 under the laws of the state of California. ERET invests and operates subsidiaries and 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 entrepreneurs
at selected regions throughout the United States. In August 2009, ERET invested into a wholesale distribution operator, Quality Green Building
Supplies, Inc. (―QGBS‖), a California Corporation. QGBS was established in July 2009, and is operating as building materials wholesaler in
the San Francisco Bay Area. The financial statements of QGBS are included in the consolidated financial statements because of the
Company’s majority ownership (50.52%) and control over QGBS.

The Company has established a wholly-owned corporation, Elite Everbright Group Inc, (―EEG‖), which was incorporated in California on July
15, 2010. EEG is established for the Company’s overseas operations in the future once the Company obtains more funding. Currently, EEG has
no assets and no operations.

The information within these consolidated financial statements that is dated subsequent to March 31, 2010 has not been subjected to audit
procedures except for certain subsequent events in Note 12.

NOTE 2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared by 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- and majority-owned subsidiaries 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.

Revenue and Cost Recognition

The Company recognizes revenue on arrangements 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. Revenues are primarily recognized upon shipment as the shipments of each product group are typically
delivered to the customers within the same day. The discrepancy between the shipment and the sales agreement, if any, is reconciled within the
same day when the shipment is delivered.

Sales agreements typically do not contain product warranties except for return and replacement of defective products within a period generally
ranging from 7 days to 30 days from delivery. Customers have the right to return defective products, which are substantially covered under the
manufacturer’s warranty. The customer receives a credit from the Company for defective products returned and the Company receives a
corresponding credit provided by the manufacturer. The amounts of return of defective products are reduced from the gross sales. During the
year ended March 31, 2010 and March 31, 2009, and the six months ended September 30, 2010 and September 30, 2009, the total a mounts
of return of defective products were insignificant for each period.
Under some limited circumstances, the Company gives some customer sales discounts, rebate or other sales incentives on their first-time
purchase in order to expand the customer base. The amounts of sales discounts, rebate or other sales incentives are determined at the time of the
sales occur and are stated in the sales agreements. These amounts are reduced from the gross sales to record on a net basis. During the year
ended March 31, 2010 and March 31, 2009, and the six months ended September 30, 2010 and September 30, 2009, the total amounts of sales
discounts and sales incentive were insignificant and no rebate amount has been issued or recorded for each period.

Expenses are recognized when they occurred and matched against revenue, as a component of costs of revenue in the statement of operations in
accordance with ASC 605, Revenue Recognition .

Cash and Cash Equivalents

The Company considers cash on hand and amounts on deposit with financial institutions, which have original maturities of three months or less
to be cash and cash equivalents.



                                                                      F-7
                                               ELITE ENERGIES, INC. AND SUBSIDIARIES
                                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      (Information with respect to the six-month period ended September 30, 2010 and 2009, and as of September 30, 2010, is unaudited)

Allowance for Doubtful Accounts

The Company records its accounts receivable net of an allowance for doubtful accounts. This allowance for doubtful accounts is estimated of
the losses resulting from the inability of its customers to make required payments. The Company evaluates the trends in customers’ payment
patterns, including review of specific delinquent accounts, changes in business conditions and external communications available about
customers to estimate the level of allowance that is needed to address potential losses that the Company may incur due to the customer’s
inability to pay. Accounts are considered delinquent or past due, if they have not been paid within the terms provided on the invoice.
Delinquent account balances are written off after management has determined that the likelihood of collection is not probable. As of March 31,
2010 and 2009, the Company has not recorded any allowance for doubtful accounts. As of September 30, 2010, the Company recorded
$20,390 allowance for doubtful accounts due to economic conditions of certain customers business.

Inventory

Inventories are valued at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. Provision for potentially
obsolete or slow moving inventory is made based on management’s analysis of inventory levels and future sales forecasts. There was no
provision recorded for the years ended March 31, 2010 and 2009, and September 30, 2010. The inventory in transit is the Company’s inventory
that is purchased from the vendors and the title has transferred to the Company but is in the possession of the carrier.

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
  Equipment                                   Five Years, 200% Double Declining
  Delivery Vehicle                            Five Years, 200% Double Declining
  Leasehold Improvements                      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 residual value of property and
equipment is estimated to be equal to 10% of the original cost, except for no residual value 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 and cash equivalents, accounts receivable, accounts payable and short-term debt
approximated fair value as of March 31, 2010 and 2009, and September 30, 2010, 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-8
                                               ELITE ENERGIES, INC. AND SUBSIDIARIES
                                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      (Information with respect to the six-month period ended September 30, 2010 and 2009, and as of September 30, 2010, is unaudited)

Unaudited interim financial information

The accompanying interim consolidated financial statements and related notes of the Company for the six months ended September 30, 2010
and 2009, and as of September 30, 2010, are unaudited. The unaudited interim consolidated financial information has been prepared on the
same basis as the annual consolidated financial statements and in the opinion of management reflects all adjustments, consisting of normal
recurring adjustments, necessary to present fairly the results of operations and cash flows of the Company for the six months ended September
30, 2010 and 2009, and the financial position of the Company as of September 30, 2010. The financial data and the other financial information
disclosed in these notes to the consolidated financial statements related to the six month periods are unaudited. The results for the six months
period ended September 30, 2010 are not necessarily indicative of the results to be expected for the year ended March 31, 2011 or any other
future year or interim period.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2006, the FASB issued ASC 820, Fair Value Measurements . ASC 820 defines fair value, establishes a framework for measuring fair
value in US GAAP, and expands disclosures about fair value measurements. ASC is effective for interim or annual financial periods beginning
after November 15, 2007. The adoption of ASC 820 did not have a material effect on the Company’s consolidated financial statements.

In May 2009, the FASB issued ASC 855, Subsequent Events . ASC 855 establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC 855 sets forth (1) the
period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, (2) the circumstances under which an entity should recognize events or
transactions occurring after the balance sheet date in its financial statements and (3) the disclosures that an entity should make about events or
transactions that occurred after the balance sheet date. ASC 855 is effective for interim or annual financial periods ending after June 15, 2009.
The adoption of ASC 855 did not have a material effect on the Company’s consolidated financial statements.

In June 2009, the FASB issued ASC 105, Generally Accepted Accounting Principles . The FASB Accounting Standards Codification
(―Codification‖) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles (―US
GAAP‖). Existing U.S. GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact the
consolidated financial statements. The ASC does change the way the guidance is organized and presented.

In June 2009, the FASB issued ASC 810, Consolidation . ASC 810 improves financial reporting by enterprises involved with variable interest
entities. ASC 810 is effective for the Company on April 1, 2010. The impact of adoption will depend on the nature and significance of any
future transactions involving variable interest entities.

In January 2010, the FASB issued update No. 2010-06 -- Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about
Fair Value Measurements . The amendments require new disclosures and clarify existing disclosures. The new disclosures and clarifications of
existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009. Adoptions of the amendments
will not have an impact on the Company’s consolidated financial statements.

In February 2010, the FASB issued update No. 2010-08 -- Technical Corrections to Various Topics. The amendments eliminate those
inconsistencies and outdated provisions and provide the needed clarifications. The amendments are effective for the first reporting period
(including interim periods) beginning after issuance. Adoptions of the amendments will not have an impact on the Company’s consolidated
financial statements.

In February 2010, the FASB issued update No. 2010-09 -- Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure
Requirements. The amendments remove the requirement for an SEC filer to disclose a date in both issued and revised financial statements. The
amendment is effective for interim or annual periods ending after June 15, 2010. Adoptions of the amendments will not have an impact on the
Company’s consolidated financial statements.



                                                                       F-9
                                              ELITE ENERGIES, INC. AND SUBSIDIARIES
                                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (Information with respect to the six-month period ended September 30, 2010 and 2009, and as of September 30, 2010, is unaudited)


In August 2010, the FASB issued update No. 2010-21 – Accounting for Technical Amendments to Various SEC Rules and Schedules
Amendments to SEC Paragraphs Pursuant to Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of
Financial Reporting Policies(SEC Update). The amendments eliminated outdated provisions and provide the needed clarifications. The
amendments are effective for the first reporting period (including interim periods) beginning after issuance. Adoptions of the amendments will
not have an impact on the Company’s consolidated financial statements.

In August 2010, the FASB issued update No. 2010-22 – Accounting for Various Topics – Technical Corrections to SEC Paragraphs (SEC
Update). The update amends paragraphs based on external comments received and the issuance of SAB 112. The amendments are effective for
the first reporting period (including interim periods) beginning after issuance. Adoptions of the amendments will not have an impact on the
Company’s consolidated financial statements.

NOTE 3. QUALITY GREEN BUILDING SUPPLIES, INC.

Quality Green Building Supplies, Inc. (―QGBS‖) was established in the San Francisco Bay Area in July, 2009. Prior to August 18, 2009, the
only activity in QGBS was for capital contribution of $160,000 from the two founders, who were also the two of the founders of Elite Energies,
Inc .. On August 18, 2009, ERET entered into an agreement with QGBS to acquire 50.52% of common stock in the amount of $330,000 by
way of installment payments while the existing founders would contribute an additional $160,000 totaling to $320,000 to own 49.48% of
common stock of QGBS.

After the agreement was executed on August 18, 2009, ERET owned 50.52% of ownership in QGBS and had the 50.52% voting power for
QGBS’s management’s decisions. Starting in September 2009, QGBS began to operate as a building material wholesaler and generated
revenue.

The total acquisition cost for the 50.52% ownership of QGBS was $330,000. ERET paid the first installment of $120,000 on August 18, 2009,
second installment of $50,000 on December 31, 2009, third installment of $80,000 on April 16, 2010, fourth installment of $40,000 on May 4,
2010 and fifth installment of $40,000 on May 28, 2010. On the other hand, the noncontrolling shareholders of QGBS made $70,000 on
September 2009 and $90,000 in April 2010 to fulfill their commitments per the agreement.

QGBS was a start-up entity and only cash and capital contributions from the founders were recorded on the QGBS’s balance sheet prior to the
acquisition by ERET. Further, QGBS has no actual operation and has no new economic resource to create outputs by the time of the acquisition
by ERET. Therefore, QGBS was not considered as a business prior to the investment made by ERET and the investment of majority
ownership of QGBS through ERET was not accounted for as a business combination. In accordance with ASC 805-50-30, the transfer of assets
was recorded at their carrying amounts since ERET and QGBS were under common control.


                                                                    F-10
                                               ELITE ENERGIES, INC. AND SUBSIDIARIES
                                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      (Information with respect to the six-month period ended September 30, 2010 and 2009, and as of September 30, 2010, is unaudited)

NOTE 4.      PROPERTY AND EQUIPMENT

At March 31, 2010 and 2009, and September 30, 2010, property and equipment is as follows:

                                                                            March 31, 2010           March 31, 2009           September 30, 2010
                                                                                                                                 (Unaudited)
Office Equipment                                                           $           3,907     $                      -     $             4,759
Furniture and Fixtures                                                                   757                            -                 10,409
Equipment                                                                             17,800                            -                 17,800
Delivery Vehicle                                                                       9,000                            -                   9,000
Leasehold Improvements                                                                10,714                            -                 10,174
                                                                                      41,638                            -                 52,142
Less: accumulated depreciation                                                        (6,277 )                          -                (12,753 )
Property and equipment, net                                                $          35,361     $                      -     $           39,389


Depreciation expense for the years ended March 31, 2010 and 2009 was $6,277 and $0, respectively. Depreciation expense for the six months
ended September 30, 2010 and 2009 was $6,476 and $648, respectively.

NOTE 5.      INCOME TAXES

There was no net current or deferred income tax provision for the years ended March 31, 2010 and 2009.

The Company’s deferred tax assets and liabilities as of March 31, 2010 and 2009 consist of the following:

                                                                                                            2010                    2009
Deferred income tax assets:
      Net operating loss carryforward                                                                $           28,138       $             4,949
      Other                                                                                                         437                       571
         Gross deferred income tax assets                                                                        28,575                     5,520
          Valuation allowance                                                                                   (24,197 )                  (5,520 )
          Deferred income tax assets                                                                 $            4,378       $                 --

Deferred income tax liabilities:
      Accelerated depreciation                                                                       $             (4,378 )   $                 --

          Deferred income tax liabilities                                                            $             (4,378 )   $                 --

       Net deferred income tax assets                                                                $                 —      $                —




As of March 31, 2010 and 2009, the Company had a net operating loss carryforward of $72,440 and $12,365, respectively, available to offset
future taxable income through 2030. 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. The valuation allowance at March 31, 2010 and 2009 was $24,197 and $5,520, respectively. The increase in the
valuation allowance for the year ended March 31, 2010 and 2009 was $18,677 and $5,520, respectively.

                                                                                                         2010                       2009
                                                                                                                         )                        )
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                                                                                                     -%                       -%
Management feels 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 after 2008 are subject to examination by the Internal Revenue
Service. State income tax returns for tax years ending after 2008 are subject to examination by related state tax authorities.

NOTE 6.     NOTES PAYABLE

On September 1, 2009, two of the stockholders of QGBS loaned QGBS $120,000 to support its operations and expansion. The loan is at 8%
annual interest rate and due on demand.

In September 2010, QGBS paid back $50,000 loan and $8,000 interest to one of these two stockholders of QGBS.

The Company accrued $5,600 interest expenses on the loan during the year ended March 31, 2010. Further, the Company accrued $4,467 and
$800 of interest expenses on the loan during the six months ended September 30, 2010 and 2009, respectively.


                                                                     F-11
                                              ELITE ENERGIES, INC. AND SUBSIDIARIES
                                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (Information with respect to the six-month period ended September 30, 2010 and 2009, and as of September 30, 2010, is unaudited)

NOTE 7.     COMMITMENTS

Operating Leases

QGBS leases a warehouse for its green building materials operations under non-cancellable operating leases, which will expire on October 31,
2012. Certain of the leases require payments for additional expenses such as maintenance and utilities.

Future minimum lease payments for operating lease with non-cancelable terms of more than one year as of March 31, 2010 are as follows:

 Year ending March 31                                                                                                       Amount
2011                                                                                                                   $        85,660
2012                                                                                                                            88,229
2013                                                                                                                            52,353
2014                                                                                                                                —
2015                                                                                                                                —
Thereafter                                                                                                                          —
                                                                                                                       $       226,242


Future minimum lease payments for operating leases with non-cancelable terms of more than one year as of September 30, 2010 are as follows:

 Year ending March 31                                                                                                       Amount
2011 (remainder of year)                                                                                               $        43,360
2012                                                                                                                            88,229
2013                                                                                                                            52,353
2014                                                                                                                                —
2015                                                                                                                                —
Thereafter                                                                                                                          —
                                                                                                                       $       183,942


Rent expense was $36,450, $0, $45,250 and $7,650 during the years ended March 31, 2010 and 2009, and during the six months ended
September 30, 2010 and 2009, respectively.

Capital Leases

QGBS leases a forklift under capital leases. The following is an analysis of the leased property under capital leases at March 31, 2010 and
2009, and at September 30, 2010.

                                                                                        March 31                       September 30,
                                                                                2010                  2009                 2010
                                                                                                                        (Unaudited)
Forklift                                                                  $          17,800     $                -   $           17,800
Less: accumulated depreciation                                                       (4,153 )                    -               (6,883 )
Total                                                                     $          13,647     $                -   $           10,917


The following is a schedule by years of future minimum lease payments under capital leases together with the present value of the net
minimum lease payments as of March 31, 2010.

Year ending March 31                                                                                                         Amount
2011                                                                                                                   $          7,022
2012                                                                                                                              7,022
2013                                                                                                                              3,511
2014                                                                                                                                 —
2015                                                                                                                                 —
Thereafter                                                                                                                                  —
  Total minimum lease payments                                                                                                          17,555
    Less: Amount representing interest                                                                                                 (2,065)
Present value of net minimum lease payments (a)                                                                           $             15,090


   (a) Reflected in the balance sheet as current and noncurrent obligations under capital leases of $5,499 and $9,591, respectively.



                                                                    F-12
                                               ELITE ENERGIES, INC. AND SUBSIDIARIES
                                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      (Information with respect to the six-month period ended September 30, 2010 and 2009, and as of September 30, 2010, is unaudited)


The following is a schedule by years of future minimum lease payments under capital leases together with the present value of the net
minimum lease payments as of September 30, 2010.

Year ending March 31                                                                                                              Amount
2011 (remainder of the year)                                                                                                $          3,511
2012                                                                                                                                   7,022
2013                                                                                                                                   3,511
2014                                                                                                                                      —
2015                                                                                                                                      —
Thereafter                                                                                                                                —
  Total minimum lease payments                                                                                                        14,044
    Less: Amount representing interest                                                                                                (1,621 )
  Present value of net minimum lease payments (a)                                                                           $         12,423


    (a) Reflected in the balance sheet as current and noncurrent obligations under capital leases of $5,839 and $6,584, respectively.

NOTE 8.     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 reflect the potential dilution that could occur if securities or
other contracts to issue common stock were exercised or converted into 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, 2010 and 2009, and September
30, 2010 and 2009, there were no diluted shares outstanding.

                                                                                                          March 31               March 31
                                                                                                           2010                   2009
Numerator:
Net loss                                                                                             $          (95,272 )   $           (13,887 )
Less: Net loss allocated to noncontrolling interest                                                             (29,954 )                     -
Net loss attributable to the Company common stockholders—basic                                       $          (65,318 )   $           (13,887 )

Denominator:
Weighted average common shares                                                                               21,606,715                 573,744
Net loss attributable to the Company common stockholders per share—basic                             $            (0.00 )   $             (0.02 )



                                                                                                         September 30           September 30
                                                                                                             2010                   2009
                                                                                                          (Unaudited)            (Unaudited)
Numerator:
Net loss                                                                                             $         (113,213 )   $           (20,065 )
Less: Net loss allocated to noncontrolling interest                                                             (19,485 )                (5,251 )
Net loss attributable to the Company common stockholders—basic                                       $          (93,728 )   $           (14,814 )

Denominator:
Weighted average common shares                                                                               26,340,955             20,054,190
Net loss attributable to the Company common stockholders per share—basic                             $            (0.00 )   $            (0. 00 )




                                                                     F-13
                                              ELITE ENERGIES, INC. AND SUBSIDIARIES
                                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (Information with respect to the six-month period ended September 30, 2010 and 2009, and as of September 30, 2010, is unaudited)

NOTE 9.     STOCKHOLDERS’ EQUITY

Common Stock

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

During the year ended March 31, 2009, the Company sold 9,000,000 shares at $0.01 per share and 10,416,667 shares at $0.012 per share, for
total cash proceeds of $90,000 and $125,000 subscription receivable. Of this amount, 17,416,667 shares were sold to the Company’s directors,
and the remaining 2,000,000 shares w ere sold to unrelated third-party investors.

The Company collected the above stock subscription receivables of $120,000 in August 2009 and $5,000 in November 2009.

During the year ended March 31, 2010, the Company sold 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 $120,001 subscription receivable. Of this amount, 333,334 shares were sold to two Company’s directors,
and the remaining 6,590,954 shares were sold to unrelated third-party investor s.

The Company collected the above stock subscription receivables of $110,001 in April 2010 and $1,000 in May 2010.

NOTE 10.     CONCENTRATIONS

The Company has two customers accounting for approximately 23% of the sales for the year ended March 31, 2010. Further, the Company has
two customers accounting for approximately 26% of the sales and three customers accounting for approximately 52% of the sales for the six
months ended September 30, 2010 and 2009, respectively. The Company also has three customers, which account for approximately 57% of
the trade accounts receivable at March 31, 2010. Further, the Company has three customers, which account for approximately 58% of the trade
accounts receivable at September 30, 2010.

The Company purchased approximately 80% of goods from two vendors for the year ended March 31, 2010. Further, the Company purchased
approximately 88% of goods from two vendors and approximately 95% of goods from three vendors for the six months ended September 30,
2010 and 2009, respectively. If the suppliers were to have operational problems or cease supplying the Company, operations would be
adversely affected.

There were no sales and purchases activities during the year ended March 31, 2009.

In addition, the Company’s products are currently manufactured by its suppliers in the People’s Republic of China. 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. However, there are currently no China regulations in the lighting industry and we will have no control over future regulations
made by the government.

NOTE 11.      RELATED PARTY TRANSACTIONS

The Company had purchases and sales of $412, 216 and $16, 229 from a company that is wholly-owned by a shareholder of the Company
during the year ended March 31, 2010 and had a receivable and payable of $6,872 and $28,552 from and to the same company on March 31,
2010. The Company also had sales of $5,568 from this company during the six months ended September 30, 2010 and had a payable of
$23,749 to the same company on September 30, 2010. The Company had purchases and sales of $128,602 and $4,173 from this same company
during the six months ended September 30, 2009.

The Company also had sales of $21,430 from a company 95% owned by a director of the Company during the year ended March 31, 2010 and
had a receivable of $5, 245 from the same company on March 31, 2010. The Company had sales of $21,877 from this company during the six
months ended September 30, 2010 and had a receivable of $6,186 from the same company on September 30, 2010.


                                                                    F-14
The Company had purchases and sales of $18,699 and $34,759 to a new company that is wholly-owned by the wife of a director of the
Company during the six months ended September 30, 2010 and had a payable of $3,813 on September 30, 2010.

The Company had payables of $2,499 to a company wholly-owned by an officer of the Company on March 31, 2010 for accounting services
rendered and recorded $5,649 of professional service expenses during the year ended March 31, 2010. The Company had payables of $1,500
and accrued expenses of $9,660 to this same company on September 30, 2010 for accounting services rendered and recorded $13,780 of
professional service expenses during the six months ended September 30, 2010. The Company also had payables of $2,066 and $1,296 to
another company majority-owned by the same officer on March 31, 2010 and 2009, respectively, for professional services related to
compliance with filings and recorded $2, 484 and $1, 296 for professional service expenses during the years ended March 31, 2010 and 2009,
respectively. The Company had payable of $393 to this same company on September 30, 2010, recorded $638 and $960 for professional
services expenses during the six months ended September 30, 2010 and 2009, respectively.

The Company paid $10,174 to a company wholly-owned by a director for leasehold improvements and received $3,500 from the same
company for product sales during the year ended March 31, 2010. The Company paid $300 to this same company for marketing expenses
during the six months ended September 30, 2010.

During the year ended March 31, 2009, the Company paid $1,800 to a company majority-owned by a director of the Company for internet
service.

During the six months ended September 30, 2010, the Company had sales of $161 to a director of the Company and a receivable of $122 on
September 30, 2010.

On March 31, 2010, the Company had notes payable to two of the shareholders of QGBS, in a total amount of $120,000. In September 2010,
the Company paid back $50,000 principle and $8,000 interest to one of these two shareholders (See Note 6).

NOTE 12.     SUBSEQUENT EVENTS

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

On October 19, 2010, ERET signed an exclusive agent contract with Shiyan Hongda Science and Technology Co., Ltd., an unrelated Chinese
company (―Shiyan‖). Under this exclusive agent contract, ERET will be Shiyan’s exclusive agent to solicit orders for Shiyan’s ―Wisdom Solar‖
brand solar product series in the United States, Canada, Mexico, Brazil and Ethiopia effective on November 1, 2010 for three years. ERET
shall undertake to solicit orders for no less than $75,000, $100,000, and $125,000 of such products during the first, second, and third year,
respectively. This agreement does not come into effect until ERET fulfills the first year target sales.

In October 2010, during a general board meeting of the Company, the directors of the Company agreed to lend a minimum of $5,000 from each
director to the Company in the form of a short-term note with simple annual interest rate of 7% for funding purposes.

On December 1, 2010, six directors loaned the Company the amount of $5,000 each, totaling $30,000. On December 27, 2010, another director
loaned the Company the amount of $5,000. Each of the loans from the seven directors was at simple annual interest rate of 7% and due one
year from the date of the loan. (Unaudited)

On December 28, 2010, an individual that is not a related party loaned the Company the amount of $10,000 with simple annual interest rate of
7%. The principle and the interest were due on December 27, 2011 (Unaudited).

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through July
12, 2010, the date the audited financial statements were issued. The Company has further evaluated subsequent events through January 25,
2011.



                                                                     F-15
                           MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                                           AND RESULTS OF OPERATIONS

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

Business Overview

Elite Energies is the holding company and has incorporated a wholly owned California subsidiary corporation, Elite Renewable Energies
Technology, Inc. (―ERET‖) as the operating arm. We are a Delaware corporation investing in commercial and industrial products inside the
United States that inflict minimum and no harm to the environment. ERET focuses on conducting a broad base of activities and products such
as selling lighting systems which can achieve increased efficient energy use with decreased energy consumption. Our focus is on selling solar
light-emitting diodes (LEDs) for outdoor lightings that reduce energy consumption and energy demand, selling energy efficient products to
builders and general contractors. With regard to energy consumption, the typical high pressure sodium (HPS) street light consumes 425
kilowatt hours per year while LED lighting system consumes 210 kilowatt hours per year, which is 50.6% less. In addition, LED lighting
increases energy efficiency by providing 67 lumens per watt of brightness compared to 61 lumens by typical sodium street lights. To the
philosophical aspect of combating the energy crises, we aim to capture the opportunities of this growing business segments presented. Both
companies are located and operated out of Sunnyvale, California, USA.

To expedite the growth process, ERET has invested into a wholesale distribution operator Quality Green Building Supplies, Inc. (―QGBS‖).
We have entered into an agreement and paid $330,000 to acquire 50.52% of QGBS ownership by way of installment payments on August 18,
2009. QGBS was established in July 2009. It is currently operating as a building materials wholesaler in the San Francisco Bay Area. QGBS
leased a warehouse in San Leandro, California for its green building materials operation.

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

On October 19, 2010, ERET signed an exclusive agent contract with Shiyan Hongda Science and Technology Co., Ltd., an unrelated Chinese
company (―Shiyan‖). Under this exclusive agent contract, ERET will be Shiyan’s exclusive agent to solicit orders for Shiyan’s ―Wisdom Solar‖
brand solar product series in the United States, Canada, Mexico, Brazil and Ethiopia effective on November 1, 2010 for three years. ERET
shall undertake to solicit orders for no less than $75,000, $100,000, and $125,000 of such products during the first, second, and third year,
respectively. This agreement does not come into effect until ERET fulfills the first year target sales.

In October 2010, during a general board meeting of the Company, the directors of the Company agreed to lend a minimum of $5,000 from each
director in the form of a short-term note with simple annual interest rate of 7% for funding purposes. On December 1, 2010, six directors
made an aggregate amount of $30,000 lending, with $5,000 from each director, to the Company.

Plan of Operation

The initial approach is to have the operating subsidiary ERET set up a wholesale operation. As a wholesaler, ERET will source and discretely
select the best manufacturers with high quality, reliability and price sensible products. With the help of our technical advisors and
merchandisers, we may modify the users interface or even certain technical aspects of our product lines to accommodate each targeted market.

To expedite the growth process, our Board of Director has authorized ERET to divest and invest into an existing wholesale distribution center
to launch our products and services across the nation. A new marketing program is designed to have small to medium sized entrepreneurs in the
sales and general construction fields across the nation (USA) joining together called ―Elite Energies Distributors‖ (EED) program.

ERET will provide product information, marketing and sales material to Elite Energies Distributors. This EED program will help each
distributor exploit their local market and in turn help the Company to penetrate the United States market at a quicker rate. Over the next 12
months, our plan of operation will focus on recruiting more distributors. We project that approximately $60,000 will be needed to develop our
products and services. The source of funds will come from the revenue generated and loans from shareholders.

Trademark, "Elite Energies", was registered two months ago and pending for approval. Once trademark has legally issued, we can brand name
our quality products and it helps us to market and promote our products in the industry.
ERET will purchase insurance for less than $2,000 in solar LED lightings for up to $300,000 sales annually.



                                                                     15
Results of Operations

                           THE SIX MONTHS ENDED SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)

                                                                                                      Six Months Ended September 30
                                                                                                         2010               2009
                                                                                                             (UNAUDITED)
Revenues-
 Trade                                                                                            $         555,038      $         20,099
 Related parties                                                                                             62,365                 7,673
   Total Revenue                                                                                            617,403                27,772

Cost of Revenue                                                                                             470,711                24,266
    Gross profit                                                                                            146,692                 3,506

Operating expenses
   Payroll expenses                                                                                           73,609                   896
   General and administrative                                                                                 68,094                13,224
   Rent and utilities                                                                                         47,677                 7,650
   Legal and professional fees                                                                                65,336                 1.048
    Total operating expenses                                                                                (254,716 )             (22,818 )

Other income/ (expenses)
   Interest income                                                                                               122                    47
   Interest under capital leases                                                                                (844 )                   -
   Note interest                                                                                              (4,467 )                (800 )
    Total other income/ (expenses)                                                                            (5,189 )                (753 )

Loss before income taxes                                                                                    (113,213 )             (20,065 )

Provision for income taxes                                                                                          -                     -

Net loss                                                                                                    (113,213 )             (20,065 )

Less: Net loss attributable to noncontrolling interest                                                       (19,485 )              (5,251 )

   Net loss attributable to Elite Energies, Inc.                                                  $          (93,728 )   $         (14,814 )


Revenue : Our revenue was mainly generated from the sales of fixtures and environmental friendly building materials to the customers through
our 50.52% owned subsidiary QGBS. Major channel to generate revenue is the selling of the products that were purchased from the vendors to
customers. For the six months ended September 30, 2010, we generated $617,403 in revenue, representing an increase of $589,631 or 2,123
% compared to the revenue of $27,772 during the same period ended on September 30, 2009. The increase of our revenue was mainly
attributable to the acquisition of majority ownership of QGBS, which contributed the majority of our revenue in the period of six months ended
September 30, 2010: $507,044 hardwood floor sales to customers and $80,634 sink sales to customers as those customers acquired the
ownership of the products during the sales transactions. It is also attributable to the growing demand of our products due to the public
awareness of eco-friendly products, the favorable government policy of energy-savings products as well as the recovery of the general
economic conditions.

Cost of Revenue: Our cost of revenue includes expenses mainly related to the products sold. Our cost of revenue was $470,711 for the six
months ended September 30, 2010, compared to $24,266 for the same period ended September 30, 2009, representing an increase of $446,445.
Our cost of revenue increased due to the Company being in operation for the six months ended September 30, 2010 while the Company was in
the developing stage for the six months ended September 30, 2009.

Payroll expenses : The payroll expenses were $73,609 for the six months ended September 30, 2010 and $896 for the same period ended
September 30, 2009, representing an increase of $72,713. The increase was primarily due to the hiring of new employees to perform our daily
operations. During the six months ended September 30, 2010, together with QGBS, we have 4 full-time employees and 2 part-time employees.
General and Administrative Expenses : General and administrative expenses include depreciation, licenses, advertising, travel and state
franchise taxes. Our general and administrative expenses were $68,094 for the six months ended September 30, 2010, compared to $13,224 in
the same period ended September 30, 2009, representing an increase of $54,870 which was primarily due to the fact that the Company was in
operation for the six months ended September 30, 2010.

Rent and utilities : The rent and utilities were $47,677 for the six months ended September 30, 2010, compared to $7,650 in the same period
ended September 30, 2009, representing an increase of $40,027. The increase is attributable to renting of new business office as well as the
warehouse renting cost from QGBS. Currently we rent 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 : The legal and professional fees were $65,336 for the six months ended September 30, 2010 and $1,048 for the
six months ended September 30, 2009, representing an increase of $64,288. The increase was primarily attributable to accounting fees and
legal fees of $57,356 that occurred in connection with our public offering in the six months ended September 30, 2010 as compared to the same
period ended September 30, 2009.




                                                                     16
Results of operations for the year ended March 31, 2010 compared to the year ended March 31, 2009

                                         FOR THE YEARS ENDED MARCH 31, 2010 AND 2009

                                                                                                          Years Ended March 31
                                                                                                         2010               2009

Revenues-
 Trade                                                                                             $         352,373      $               -
 Related parties                                                                                              41,159                      -
   Total Revenue                                                                                             393,532                      -

Cost of Revenue                                                                                              308,226                      -
    Gross profit                                                                                              85,306                      -

Operating expenses
   Payroll expenses                                                                                           69,902                     -
   General and administrative                                                                                 54,395                   641
   Rent and utilities                                                                                         38,896                     -
   Legal and professional fees                                                                                11,017                13,246
    Total operating expenses                                                                                (174,210 )             (13,887 )

Other income/ (expenses)
   Interest income                                                                                                108                     -
   Interest under capital leases                                                                                 (876 )                   -
   Note interest                                                                                               (5,600 )                   -
    Total other income/ (expenses)                                                                             (6,368 )                   -

Loss before income taxes                                                                                     (95,272 )             (13,887 )

Provision for income taxes                                                                                          -                     -

Net loss                                                                                                     (95,272 )             (13,887 )

Less: Net loss attributable to noncontrolling interest                                                       (29,954 )                    -

   Net loss attributable to Elite Energies, Inc.                                                   $         (65,318 )    $        (13,887 )


Revenue : Our revenue was mainly generated from the sales of fixtures and environmental friendly building materials to the customers through
our 50.52% owned subsidiary QGBS. Major channel to generate revenue is the selling of the products that were purchased from the vendors to
customers. For the year ended March 31, 2010, we generated $393,532 in revenue, representing an increase of $393,532 or 100% compared to
the revenue of $0 during the same period ended on March 31, 2009. The increase of our revenue was mainly attributable to the acquisition of
majority ownership of QGBS, which contributed the majority of our revenue during the period of year ended March 31, 2010 as follow:
$323,713 hardwood floor sales to customers, $32,951 laminate floor sales to customers and $28,493 sink sales to customers as those customers
acquired the ownership of the products during the sales transaction. It is also attributable to the growing demand of our products due to the
public awareness of eco-friendly products , the favorable government policy of energy-savings products as well as the recovery of the general
economic conditions.

Cost of Revenue: Our cost of revenue includes expenses mainly related to the products sold. Our cost of revenue was $308,226 for the year
ended March 31, 2010, compared to $0 for the same period ended March 31, 2009, representing an increase of $308,226. Our cost of revenue
increased due to the Company was in operation in the year ended March 31, 2010 while the Company was in the developing stage in the year
ended March 31, 2009.

Payroll expenses : The payroll expenses were $69,902 for the year ended March 31, 2010 and $0 for the same period ended March 31, 2009,
representing an increase of $69,902. The increase was primarily due to the hiring of new employees to perform our daily operations. During
the year ended March 31, 2010, together with QGBS, we have 4 full-time employees and 1 part-time employee.

General and Administrative Expenses : General and administrative expenses include depreciation, licenses, advertising, travel and state
franchise taxes. Our general and administrative expenses were $54,395 for the year ended March 31, 2010, compared to $641 in the same
period ended March 31, 2009, representing an increase of $53,754 which was primarily due to the fact that the Company was in operation in
the year ended March 31, 2010.

Rent and utilities : The rent and utilities were $38,896 for the year ended March 31, 2010, compared to $0 in the same period ended March 31,
2009, representing an increase of $38,896. The increase is attributable to the renting of new business office as well as the warehouse renting
cost from QGBS. Currently we rent 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 : The legal and professional fees were $11,017 for the year ended March 31, 2010 and $13,246 for the year ended
March 31, 2009, representing a decrease of $2,229. The decrease was primarily attributable to the higher amount of legal fees that we paid in
the year ended March 31, 2009 as compared to the year ended March 31, 2010, to incorporate and establish the organization of the Company.



                                                                     17
Liquidity and Capital Resources

Since inception, we have incurred recurring losses and have an accumulated deficit of $172,933 through September 30, 2010. In addition, we
expect to incur a net loss in the year ended March 31, 2011 due in part to an increase in our general and administrative costs to enable operating
as a public company. We have financed our operations primarily through the sale of common stocks, proceeds from shareholders’ loans in
subsidiaries and capital lease financings. At September 30, 2010, our principal sources of liquidity were cash and cash equivalents totaling
$108,401.

We expected to use net cash in operating activities between $300,000 and $350,000 in the year ended March 31, 2011 due in part to an increase
in our general and administrative costs to enable operating as a public company, and a slightly increase in purchasing of the additional
inventories. Further, we currently anticipate making aggregate capital expenditures of between $15,000 and $20,000 during the year ending
March 31, 2011, primarily related to the purchase of additional equipments for the warehouse in San Leandro, California. The funds will come
from our operating revenue and loans from directors when necessary.

We believe that our existing sources of liquidity, along with cash expected to be generated from services will be sufficient to fund our
operations, anticipated capital expenditures, working capital and other financing requirements for at least the next twelve months. We will
continue to monitor our expenditures and cash flow position. In October 2010, during our general board meeting, our directors agreed that
each of the directors will lend a shareholder’s loan of $5,000 and up to Elite when it is necessary. Each loan will be a one year short-term note
and have a simple annual interest rate of 7%. On December 1, 2010, six directors made $5,000 each, in a total amount of $30,000 lending to the
Company.

                                                                                                 Six Months Ended          Six Months Ended
                                                                                                   September 30,             September 30,
                                                                                                        2010                      2009
                                                                                                     (unaudited)               (unaudited)
Net cash used in operating activities                                                            $         (181,545 )      $         (260,114 )
Net cash used in investing activities                                                                        (10,504 )                  (3,097 )
Net cash provided by financing activities                                                                    157,334                   320,200
Net increase / (decrease) in cash and equivalents                                                            (34,715 )                  56,989
Cash and equivalents, beginning of year                                                                      143,116                    77,484
Cash and equivalents, end of year                                                                $           108,401       $           134,473


                                                                                                      Year Ended              Year Ended
                                                                                                     March 31, 2010          March 31, 2009
                                                                                                       (audited)               (audited)
Net cash used in operating activities                                                               $       (538,276 )     $          (12,516 )
Net cash used in investing activities                                                                         (23,838 )                     -
Net cash provided by financing activities                                                                    627,746                   90,000
Net increase in cash and equivalents                                                                           65,632                  77,484
Cash and equivalents, beginning of year                                                                        77,484                       -
Cash and equivalents, end of year                                                                   $        143,116       $           77,484


Operating Activities

Our net cash used in the operating activities was $181,545 and $260,114, respectively, for the six months ended September 30, 2010 and
September 30, 2009, reflecting a decrease of $78,569. Cash flow used in operating activities decrease during the period due to the Company
was in operation in the six months ended September 30, 2010 while the Company was in the initial stage of business operations in the six
months ended September 30, 2009. The decrease of cash flow that was used in operating activities was the results of a decrease in inventories,
an increase in accrued expense, offset by an increase in prepaid expenses and inventory in transit and a decrease in accounts payable.

Net cash used in operating activities was $538,276 and $12,516, respectively, for the fiscal years ended March 31, 2010 and March 31, 2009,
reflecting an increase of $525,760. Cash flow used in operating activities increase during the period due to the Company was in operation in the
year ended March 31, 2010 while the Company was in the initial stage of business operations in the year ended March 31, 2009. The increase
of cash flow that was used in operating activities was the result of an increase in inventories, an increase in prepaid expenses and inventory in
transit and an increase in accounts receivable, offset by an increase in accounts payable.

Investing Activities
Our main use of cash for investing activities is for purchase of fixed assets. Net cash used in investing activities was $10,504 and $3,097 for the
six months ended September 30, 2010 and September 30, 2009, respectively, an increase of $7,407. Purchases of fixed assets during the six
months ended September 30, 2010 due to the Company was in operation in the six months ended September 30, 2010 while the Company was
in the initial stages of business operations in the same period ended September 30, 2009.
Our main uses of cash for investing activities are for purchases of fixed assets. Net cash used in investing activities was $23,838 and $0 for the
years ended March 31, 2010 and March 31, 2009, respectively, an increase of approximately $23,838. Purchases of fixed assets during the year
ended March 31, 2010 due to the Company was in operation in the year ended March 31, 2010 while the Company was in the initial stage of
business operations in the year ended March 31, 2009.




                                                                        18
Financing Activities

Cash flow from financing activities mainly includes our proceeds from issuance of common stocks and net contributions from noncontrolling
interest. Net cash provided by financing activities was $157,334 and $320,200 for the six months ended September 30, 2010 and September 30,
2009, respectively, a decrease of approximately $162,866. Due to the fact that Company was in operation in the six months ended September
30, 2010 while the Company was in the initial stage of business operations in the same period ended September 30, 2009, the Company
received $210,001 cash related to issuance of equity to the Company’s shareholders and the noncontrolling interest in the subsidiary during the
six months ended September 30, 2010 and received $300,000 cash related to issuance of equity to the Company’s shareholders and the
noncontrolling interest in the subsidiary during the same period ended September 30, 2009. Further, the Company repaid $50,000
shareholder’s loan during the six months ended September 30, 2010 while received $20,200 cash shareholder’s loan during the same period
ended September 30, 2009.
Cash flow from financing activities mainly includes our proceeds from issuance of common stocks and net borrowings from stockholder loan
in subsidiaries. Net cash provided by financing activities was $627,746 and $90,000 for the years ended March 31, 2010 and March 31, 2009,
respectively, an increase of approximately $537,746. Due to the fact that Company was in operation in the year ended March 31, 2010 while
the Company was in the initial stage of business operations in the year ended March 31, 2009, the Company received $510,456 cash related to
issuance of equity and $120,000 cash from stockholder loan in subscription for the year ended March 31, 2010 while the Company only
received $90,000 cash from the issuance of equity for the year ended March 31, 2009.

We are confident that we can operate in a manner to generate net cash from operating activities by reducing operating and salary costs,
improving operating profitability, controlling inventory levels, working with vendors and other creditors to accept more favorable payment
terms, and through seeking additional capital for our operations. We will continue to implement many operating expense reductions in fiscal
year 2011.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of
business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are
recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

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

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated
financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses,
and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and
on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

While we believe the estimates, assumptions and judgments we use in preparing our consolidated financial statements are appropriate, they are
subject to factors and uncertainties regarding their outcome and therefore, actual results may materially differ from these estimates. We believe
the following are our primary critical accounting policies and estimates:

Revenue Recognition and Allowance for Doubtful Accounts

Revenues from merchandise sales are recorded at the amount to be received from customers under the invoices. We periodically review
originally billed amounts and our collection history and make changes to the estimation process by considering any changes in recent collection
or sales allowance experience, but have not made material adjustments to previously recorded revenues and receivables.

We expect to receive payment on the vast majority of accounts receivables within one year and therefore classify all receivables as current
assets. Accounts receivable are also net of an allowance for doubtful accounts, which are accounts from which payment is not expected to be
received although product was provided and revenue was earned. Management determines the allowance for doubtful accounts by regularly
evaluating individual customer receivables and considering a customer’s financial condition and credit history. Receivables are written off
when deemed uncollectible. Recoveries of receivables previously written off are recorded when received.

Valuation of Long-lived and Intangible Assets
Long-lived assets, such as property and equipment and finite-life intangible assets are evaluated for impairment whenever events or changes in
circumstances indicate the carrying value of an asset may not be recoverable. In evaluating recoverability, the following factors, among others,
are considered: a significant change in the circumstances used to determine the amortization period, or a transition to a new product or service
strategy, and a significant change in customer base. The recoverability of an asset is measured by a comparison of the unamortized balance of
the asset to future undiscounted cash flows. If we believe the unamortized balance is unrecoverable, we would recognize an impairment charge
necessary to reduce the unamortized balance to the estimated fair value of the asset. The amount of such impairment would be charged to
operations at the time of determination.

Property and equipment are stated at cost less accumulated depreciation. We use the double declining and straight-line methods for
depreciating property and equipment over their estimated useful lives.

Allowance for Excess and Slow-moving Inventory

An allowance for potentially slow-moving or excess inventories is made based on our analysis of inventory levels on hand and comparing it to
sales forecasts and current estimated market values.




                                                                      19
Income Taxes

We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of
assets and liabilities. We provide a valuation allowance for deferred tax assets if we determine, based on the weight of available evidence, that
it is more likely than not that some or all of the deferred tax assets will not be realized.

Recently Issued Accounting Pronouncements

For recently issued accounting pronouncements, see Note 2 to the consolidated financial statements included in this prospectus.

                                     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                                        ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with accountants on accounting or financial disclosure matters.

                           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable because we are a smaller reporting company.

                          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The Company in its early stage has limited funding to employ full-time senior management team. Thereby the Company has adapted 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 adjustment thereof.

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
George Ma                     58                Chairman of the Board of Directors

Spencer Luo                   45                President, Chief Executive Officer and Director

Stephen Wan                   51                Chief Financial Officer, Treasurer and Director

Miles Xu                      41                Secretary and Director

Chung Tung Lim                47                Vice President, Chief Operating Officer and Director

Lampo Joanna Cheung           43                Vice President of Marketing and Director

Tony Lee                      41                Vice President of Products Development and Director

Justin Luo                    50                Vice President of Technical Service and Director

Tony Jiang                    56                Director

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

George Ma, Age 58, Chairman of the Board of Directors

Mr. Ma is one of our founders and has been the Chairman of our Board of Directors since 2008. He is a seasoned executive with many years of
experience in creative marketing. His careers 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, 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. Currently, Mr. Ma is
also the Chairman of Apextalk Holdings, Inc., an OTCBB listed company (―Apextalk‖). 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 company, as well as his educational background qualify him as the Chairman of the Board of Directors.

Spencer Luo, Age 45, 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‖ Pistachio 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.



                                                                       20
Stephen Wan, Age 51, 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 environments 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 and serving as the CFO of Atman Hospitality Group, Inc., a company renowned for the development of
pioneering green hotels. Mr. Wan received a Bachelor of Science degree from the University of Illinois in 1982. Mr. Wan is co mmitted 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 41, Secretary and Director

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

Chung Tung Lim, Age 47, 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, negotiate
finance terms, and build royalty 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 43, 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 at State University of San
Francisco 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 41, 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.



                                                                       21
Justin Luo, Age 50, 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 56, Director

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

Family Relationships

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

Director Independence

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

Involvement in Certain Legal Proceedings

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

Code of Business Conduct and Ethics

We currently do not have a Code of Business Conduct and Ethics.



                                                                       22
                                                    EXECUTIVE COMPENSATION

Summary Compensation Table – Fiscal Years Ended March 31, 2010 and 2009

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.


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

George Ma
Chairman of        2010        0           0          0            0              0                 0                 0             0
the Board of       2009        0           0          0            0              0                 0                 0             0
Directors

Spencer Luo
President,         2010        0           0          0            0              0                 0                 0             0
CEO and            2009        0           0          0            0              0                 0                 0             0
Director

Stephen Wan
CFO,               2010        0           0          0            0              0                 0                 0             0
Treasurer          2009        0           0          0            0              0                 0                 0             0
and Director

Miles Xu
Secretary          2010        0           0          0            0              0                 0                 0             0
and Director       2009        0           0          0            0              0                 0                 0             0


Chung Tung
Lim
Vice
President,         2010        0           0          0            0              0                 0                 0             0
COO and            2009        0           0          0            0              0                 0                 0             0
Director

Lampo Joanna
Cheung
Vice
President of       2010        0           0          0            0              0                 0                 0             0
Marketing          2009        0           0          0            0              0                 0                 0             0
and Director

Tony Lee
Vice
President of
Products           2010        0           0          0            0              0                 0                 0              0
Development        2009        0           0          0            0              0                 0                 0              0
and Director

Justin Luo
Vice
President of
Technical          2010        0           0          0            0              0                 0                 0             0
Service and        2009        0           0          0            0              0                 0                 0             0
Director

Tony Jiang   2010   0   0   0   0    0   0   0   0
Director     2009   0   0   0   0    0   0   0   0



                                23
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.

Employment Agreement

None of the directors or officers has entered into employment agreements with the Company.

                       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

    Common Stock          Steven Leung (2)                                    1,666,666                                 6.33%
    Common Stock          Chung Tung Lim (3)                                  3,333,333                                12.65%
    Common Stock          George Ma (4)                                       2,250,001                                 8.54%
    Common Stock          Tony Jiang (5)                                      1,000,000                                 3.80%
    Common Stock          Justin Luo (6)                                      1,000,000                                 3.80%
    Common Stock          Tony Lee (7)                                        1,416,667                                 5.38%
    Common Stock          Miles Xu (8)                                        1,166,667                                 4.43%
    Common Stock          Spencer Luo (9)                                     3,499,999                                13.29%
    Common Stock          Stephen Wan (10)                                    1,000,000                                 3.80%
    Common Stock          Lampo Joanna Cheung (11)                            1,000,000                                 3.80%
    Common Stock        All Executive Officers and Directors
                                                                             15,666,667                                59.48%
                        as a group (9 persons)

      (1)    Based on 26,340,955 shares of common stock issued and outstanding as of the date hereof, assuming the sale of all of the
             common shares offered.
      (2)    Steven Leung is a shareholder owns more than 5% of common stock, is not an executive officer or director.
      (3)    Chung Tung Lim is our Vice President, Chief Operating Officer and Director.
      (4)    Including (1) 1,416,667 shares through Genik Investment LLC in which Mr. Ma is the managing director and (2)833,334 shares
             owned by his wife, Josephine Ma. George Ma is also our Chairman of the Board of Directors.
      (5)    All the 1,000,000 shares were owned through GPNP, Inc. in which Mr. Jiang is the managing director. Tony Jiang is also a
             member of our Board of Directors.
      (6)    Justin Luo is our Vice President of Technical Service and Director.
      (7)    Including (1)1,000,000 shares owned through TLMS International, Inc. in which Mr. Lee is the managing director and (2)
             416,667 shares owned by his wife, Emily Lee. Tony Lee is also our Vice President of Products Development and Director.
      (8)    Miles Xu is our Secretary and Director.
      (9)    Spencer Luo is our President, Chief Executive Officer and Director.
     (10)    Stephen Wan is our Chief Financial Officer, Treasurer and Director.
     (11)    Lampo Joanna Cheung is our Vice President of Marketing and Director.

                                     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company had purchases and sales of $412,216 and $16,229 from Whole New Concept, a company that is wholly-owned by Steven Leung,
a shareholder of the Company during the year ended March 31, 2010 and had a receivable and payable of $6,872 and $28,552 from and to the
same company on March 31, 2010. The Company also had sales of $5,568 from this company during the six months ended September 30,
2010 and had a payable of $23,749 to the same company on September 30, 2010. The Company had purchased and sales of $$128,602 and
$4,173 from this same company during the six months ended September 30, 2009.



                                                                       24
The Company also had sales of $21,430 from CBS Building Supply, a company which is 95% owned by Lampo Joanna Cheung, a director of
the Company during the year ended March 31, 2010 and had a receivable of $5,245 from the same company on March 31, 2010. The Company
had sales of $21,877 from CBS Building Supply, during the six months ended September 30, 2010 and had a receivable of $6,186 from the
same company on September 30, 2010.

The Company had purchase and sales of $18,699 and $34,759 to Quality Home Building Supplies that is wholly-owned by the wife of Chung
Tung Lim, a director of the Company during the six months ended September 30, 2010 and had a payable of $3,813 on September 30, 2010.

The Company had payables of $2, 499 to Stephen Wan Accountancy Corporation, a company wholly-owned by Stephen Wan, an officer of the
Company on March 31, 2010 for accounting services rendered and recorded $5,649 of professional service expenses during the year ended
March 31, 2010. The Company had payables of $1,500 and accrued expense of $9,660 to this same company on September 30, 2010 for
accounting services and had rendered and recorded $13,780 of professional service expenses during the six months ended September 30,
2010. The Company also had payables of $2, 066 and $1, 296 to Global Business Connections, another company majority-owned by Stephen
Wan on March 31, 2010 and 2009, respectively, for professional services related to compliance with filings and recorded $2, 484 and $1, 296
for professional service expenses during the years ended March 31, 2010 and 2009, respectively. The Company had payable of $393 to Global
Business Connections on September 30, 2010 and recorded $513 for professional services expenses during the six months ended September 30,
2010.

The Company paid $10,174 to Luo’s Construction, a company wholly-owned by Justin Luo, a director for leasehold improvements and
received $3,500 from the same company for product sales during the year ended March 31, 2010.

During the year ended March 31, 2009, the Company paid $1,800 to Infinitel, a company majority-owned by George Ma, a director for internet
service.

During the six months ended September 30, 2010, the Company had sales of $161 to Spencer Luo, a director, and had a receivable of $122
from him on September 30, 2010.

On March 31, 2010, the Company had notes payable to Chung Tung Lim of $ 100,000 and to Spencer Luo of $20,000 , two of the shareholders
of QGBS, in a total amount of $120,000. These loans were outstanding from September 1, 2009 with 8% annual interest rate and due on
demand. In September 2010, the Company paid back $50,000 principle and $8,000 interest to Chung Tung Lim.

In October 2010, during a general board meeting of the Company, the directors of the Company agreed to lend a minimum of $5,000 from each
director to the Company in the form of a short-term note with simple annual interest rate of 7% for funding purposes. On December 1, 2010,
each of the following six directors of the Company: George Ma, Spencer Luo, Stephen Wan, Justin Luo, Miles Xu and Tony Jiang, lend
$5,000, in a total amount of $30,000, to the Company. On December 27, 2010, Tony Lee, another director of the Company, lend $5,000 to the
Company. Each of the loans from the seven directors was at simple annual interest rate of 7% and due one year from the date of the loan.

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.



                                                                       25
                                                           9,640,955 Common Shares



                                               ELITE ENERGIES, INC.

                                                         PROSPECTUS


YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU
TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS
IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE
WHERE THE OFFER OR SALE IS NOT PERMITTED.

Until ___________, 2011, all dealers that effect transactions in these securities whether or not participating in this offering may be required to
deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.




                                                 The Date of This Prospectus Is:         , 2 011



                                                                       26
                                  PART II -- INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item. 13 Other Expenses Of Issuance And Distribution.

Securities and Exchange Commission registration fee                                                                         $               83
Federal Taxes                                                                                                               $                0
State Taxes and Fees                                                                                                        $                0
Transfer Agent Fees                                                                                                         $                0
Accounting fees and expenses                                                                                                $           30,000
Legal fees and expense                                                                                                      $           40,000
Blue Sky fees and expenses                                                                                                  $              300
Miscellaneous                                                                                                               $                0
Total                                                                                                                       $           70,383


All amounts are estimates other than the Commission’s registration fee. We are paying all expenses of the offering listed above. No portion of
these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling
their common stock, including any brokerage commissions or costs of sale.

Item. 14 Indemnification Of Directors And Officers.

Our directors and officers are indemnified by the Delaware General Corporation Law (―DGCL‖). DGCL does not limit the extent to which a
company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be
held by the courts of the State of Delaware to be contrary to public policy, such as to provide indemnification against civil fraud or the
consequences of committing a crime. Our articles of association provide for indemnification of our officers and directors for any liability
incurred in their capacities as such, except through their own willful negligence or default.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.

Item. 15 Rece nt Sales Of Unregistered Securities.

On March 20, 2009, a total of 9,000,000 founder shares were issued to 9 shareholders at a purchase price of $0.01 per share for an aggregate
offering price of $90,000. The issuance of these shares was exempt from registration pursuant to Section 4(2) of the Securities Act. Such
securities qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance of the securities by us did not involve a
public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the
deal, size of the offering, manner of the offering and number of securities offered.

From March 2009 to March 2010, we sold a total of 13,333,333 shares at $0.012 per share to seven (7) purchasers, including 10,416,667 shares
to our directors and a management controlled entity, for an aggregate offering price of $160,000. The issuance of these shares was exempt from
registration pursuant to Section 4(2) of the Securities Act. Such securities qualified for exemption under Section 4(2) of the Securities Act of
1933 since the issuance of the securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section
4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities
offered.

On March 31, 2010, we completed a Regulation D Rule 506 and Regulation S offering in which we sold 4,007,622 shares of common stock to
39 investors, at a purchase price of $0.06 per share for an aggregate offering price of $240,457.32. The issuance of these securities was exempt
from registration pursuant to Section 4(2) of, and Regulation D promulgated under the Securities Act. We made this determination based on
the representations of the Investors which included, in pertinent part, that such Investors were “accredited investors” within the meaning of
Rule 501 of Regulation D promulgated under the Securities Act, and that such Investors were acquiring our common stock, for investment
purposes for their own respective accounts and not as nominees or agents, and not with a view to the resale or distribution thereof, and that the
Investors understood that the shares of our common stock may not be sold or otherwise disposed of without registration under the Securities
Act or an applicable exemption therefrom.

Regarding the registration exemptions pursuant to Regulation D Rule 506, the shareholders who received the securities in such instances made
representations that (a) the shareholder is acquiring the securities for his, her or its own account for investment and not for the account of any
other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the
Securities Act, (b) the shareholder agrees not to sell or otherwise transfer the purchased shares unless they are registered under the Securities
Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (c) the shareholder has
knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment
in us, (d) the shareholder had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity
to ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we
possessed or were able to acquire without unreasonable effort and expense, and (e) the shareholder has no need for the liquidity in its
investment in us and could afford the complete loss of such investment. Management made the determination that the investors in instances
where we relied on Regulation D are Accredited Investors (as defined in Regulation D) based upon management’s inquiry into their
sophistication and net worth. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.

In instances described above where we indicate that we relied upon Section 4(2) of the Securities Act in issuing securities, our reliance was
based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public
offering; (b) there were only a limited number of offerees; (c) there were no subsequent or contemporaneous public offerings of the securities
by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the sale of the stock took place directly
between the offeree and us.



                                                                       27
The offering to three of the investors are also exempted from registration pursuant to Rule 903(a) and Rule 903(b)(3)(iii) of the Regulation S of
the Securities Act due to the fact that (1) the three investors are foreign residents and the offer and sale occurred outside the United States; (2)
the three investors have certified that the sale was not made for the account or benefit of a U.S. person; (3) the three investors
have agreed not to resell, and we are required to refuse to register the transfer of any resale of, the securities except in accordance with
the provisions of Regulation S, or pursuant to registration or an available exemption from registration; (4) the three investors have agreed
not to engage in hedging transactions regarding the securities unless in compliance with the Securities Act; and (5) the securities contain a
restrictive legend prohibiting transfer except in accordance with Regulation S.

We have never utilized an underwriter for an offering of our securities. Other than the securities mentioned above, we have not issued or sold
any securities.

Item 16. Exhibits.

EXHIBIT              DESCRIPTION
NUMBER
3.1                  Certificate of Incorporation of Elite Energies, Inc. *
3.2                  Amendment to Certificate of Incorporation, dated December 31, 2008 *
3.3                  Amendment to Certificate of Incorporation, dated March 25, 2010 *
3.4                  By-Laws of Elite Energies, Inc. *
5.1                  Opinion of Anslow & Jaclin, LLP
10.1                 Lease Agreement between Mo Yue Wong and Elite Energies, Inc. and Elite Renewable Energy Technologies, Inc. *
10.2                 Lease Agreement between Quality Green Building Supplies, inc. and Elite Renewable Energies Technologies, Inc. *
10.3                 Stock Purchase Agreement between Elite Renewable Energies Technology, Inc. and Quality Green Building Supplies, Inc.
                     *
10.4                 Promissory Note between the Company and Spencer Luo, dated September 1, 2009 *
10.5                 Distributorship Agreement with Apollo Solar Lighting & Pole LLC
10.6                 Exclusive Agent Contract with Shiyan Hongda Science and Technology Co., Ltd.
10.7                 Promissory Note between the Company and George Ma, dated December 1, 2010 *
10.8                 Promissory Note between the Company and Spencer Luo, dated December 1, 2010 *
10.9                 Promissory Note between the Company and Stephen Wan, dated December 1, 2010 *
10.10                Promissory Note between the Company and Justin Luo, dated December 1, 2010 *
10.11                Promissory Note between the Company and Miles Xu, dated December 1, 2010 *
10.12                Promissory Note between the Company and Tony Jiang, dated December 1, 2010 *
10.13                Promissory Note between the Company and Tony Lee, dated December 27, 2010
10.14                Promissory Note between the Company and Bing Kuen Ha, dated December 28, 2010
21.1                 List of Subsidiaries *
23.1                 Consent of Mah & Associates, LLP
23.2                 Consent of Counsel, as in Exhibit 5.1
24.1                 Power of Attorney (filed herewith on signature page)

* Previously filed

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

         i.   To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

          ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement.

        iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
        (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.



                                                                      28
          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.

         (4)      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final adjudication of such issue.

          (5)    Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first use.

          (6)    That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:

            i.   Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to
Rule 424;

          ii.   Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;

           iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and

         iv.     Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.



                                                                         29
                                                                 SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned on
January 25, 2011 .

                                                                                    ELITE ENERGIES, INC.

                                                                                    By:      /s/ Spencer Luo
                                                                                             Spencer Luo
                                                                                             President, Chief Executive Officer and Director

                                                                                     By:      /s/ George Ma
                                                                                             George Ma
                                                                                             Chairman of the Board of Directors

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated:

January 25, 2011                                                                    By:      /s/ Spencer Luo
                                                                                             Spencer Luo
                                                                                             President, Chief Executive Officer and Director

January 25, 2011                                                                    By:      /s/ George Ma
                                                                                             George Ma
                                                                                             Chairman of the Board of Directors

January 25, 2011                                                                    By:      /s/ Miles Xu
                                                                                             Miles Xu
                                                                                             Secretary and Director

January 25, 2011                                                                    By:      /s/ Stephen Wan
                                                                                             Stephen Wan
                                                                                             Chief Financial Officer, , Treasurer and Director

January 25, 2011                                                                    By:      /s/ Chung Tung Lim
                                                                                             Chung Tung Lim
                                                                                             Vice President, Chief Operating Officer and
                                                                                             Director

January 25, 2011                                                                    By:      /s/ Lampo Joanna Cheung
                                                                                             Lampo Joanna Cheung
                                                                                             Vice President of Marketing and Director

January 25, 2011                                                                    By:      /s/ Tony Lee
                                                                                             Tony Lee
                                                                                             Vice President of Products Development and
                                                                                             Director

January 25, 2011                                                                    By:      /s/ Justin Luo
                                                                                             Justin Luo
                                                                                             Vice President of Technical Service and Director

January 25, 2011                                                                    By:      /s/ Tony Jiang
                                                                                             Tony Jiang
                                                                                             Director
30
Exhibit 5.1




January 25, 2011

ELITE ENERGIES, INC.
848 Stewart Drive, Suite 101
Sunnyvale, California 94085

Gentlemen:

You have requested our opinion, as counsel for Elite Energies, Inc., a Delaware corporation (the "Company"), in connection with the
amendment No. 3 to the registration statement on Form S-1 (the "Registration Statement"), under the Securities Act of 1933 (the "Act"), filed
by the Company with the Securities and Exchange Commission.

The Registration Statement relates to an offering of 9,640,955 shares of the Company’s common stock.

We have examined such records and documents and made such examination of laws as we have deemed relevant in connection with this
opinion. It is our opinion that the shares of common stock to be sold by the selling shareholders have been duly authorized and are legally
issued, fully paid and non-assessable.

No opinion is expressed herein as to any laws other than the State of Delaware of the United States. This opinion opines upon Delaware law
including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those
laws.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption
―Experts‖ in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under
Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

ANSLOW & JACLIN, LLP

By:                        /s/ Anslow & Jaclin, LLP
                           ANSLOW & JACLIN, LLP




                          195 Route 9 South, 2nd Floor, Manalapan, NJ 07726 Tel 732 409 1212 Fax 732 577 1188
                     1350 Avenue of the Americas, 3rd Floor, New York, NY 10019 Tel 646 837 8754 Fax 646 619 4494
                                                             anslowlaw.com
Exhibit 10.5


                                                      Distributorship Agreement

THIS DISTRIBUTORSHIP AGREEMENT (the "Agreement") is made and entered into this October 12, 2010 date by and between Quality
Green Building Supplies, Inc. (the "Company‖ Or "QGBS'' interchangeably, of which QGBS is a California corporation and subsidiary of
Elite Energies, Inc.) whose principal place of business is 2756 Alvarado Street, Suite E & F. San Leandro, CA.. 94577 and Apollo
Solar lighting & Pole LLC (the "Distributor" or ―Authorized Distributor‖ interchangeably) is an Oregon corporation, whose principal place
of business is 8733 SE Division St., Portland OR 97 2 66.

WHEREAS, The Distributor is desirous of to sale and marketing of QGBS        solar products,

NOW THEREFORE, in consideration of the foregoing, as well as the mutual covenants and agreements contained therein, both
express and implied, QGBS and Distributor hereby agree to the following:

1.    Appointment as Distributor
     Subjects to the terms and conditions of this Agreement, QGBS hereby appoints Distributor as a QGBS Authorized Distributor. Being the
     Authorized Distributor, QGBS hereby grants Distributor an exclusive (exclusivity only apply to the physical boundary of State of Oregon,
     Washington, Idaho and Montana), non-transferable, non-exclusive, non-sub-licensable, and revocable license to sale and marketing of
     QGBS products at Distributor's business locations(s), beginning October 10, 2010 and ending at 11:59 pm on October 09, 2013.

2.   Ordering of Products
     Information on QGBS products are published on the QGBS website (http://www.qgbs9800.com) Distributor may order
     QGBS products by:
           - calling at (510)351-9800, or
           - faxing P.O. to (510) 351-9808, or
           - email to sales@qgbs9800. com
           - online at http://www.qgbs9800.com

3.    Purchases Volume
     Distributor must meet attain certain purchase volume level in order to maintain distributorship. During its first 12 months of being a QGBS
     Distributor, Distributor must purchase on "regular sales terms' (excluding retuned merchandises and cancelled orders) from QGBS no less
     than $20,000 of QGBS products, from 13 th month to 24 th month, Distributor must purchase on "regular sales terms" from QGBS no less
     than $50,000, and from 25 th month to 36 th month, Distributor must purchase on "regular sales terms" from QGBS no less than $75,000.
     Distributor must purchase on regular sales term (excluding returned merchandises and cancelled orders) no less than $150,000 of QGBS
     products during the first twenty-four months of being a QGBS Distributor.

4.    Sales Term
     Terms of payment for sales in the United States are cash or company check upon date of shipping to Distributor or date of pickup by agent
     of Distributor. With approved of credit by QGBS's President or CEO, Distributor may make wire payment on purchases on net 30 days
     from date of placing the purchase invoice. As the payment history warranted, QGBS may require Distributor to advance full or partial
     payment or payment guarantee for purchases.



                                                                       1
5.   Shipping
     Orders are normally shipped out within three business days via common carrier depending on the quantity of the order. QGBS will notify
     Distributor when orders are shipped via registered email address. QGBS will not be responsible for any shipping charges to unless
     Distributor obtained prior written approval from QGBS authorized representatives.

6.    Return Policy
     In order to make a valid claim for defects, damaged, shortage or non-functional products, Distributor must notified and submit (via faxing
     or email) the Returned Merchandise Authorized form (RMA) to QGBS's sales or accounting personnel within seven (14) days after
     delivery date of QGBS products. QGBS sales or accounting department personnel shall Issue call tags within two business days after
     receiving RMA request from Distributor. Products must be returned in its original packaging and is subject to applicable fees. Returned
     products without defects or damages will be charged with twenty-five percentage (15%) restocking fee. Orders over $25,000, maximum
     return amount is $25,000.

7.     Limitation of Liability
     QGBS Distributors are independent operators and are not agents, branches nor direct representatives of QGBS. Distributors are to defend,
     indemnify, and hold harmless against all claims, suits, proceedings, damages, judgments and expenses in connection with or arising from
     any third party claims against QGBS. QGBS or its supplier to provide 1 million US dollar limited product insurance.

8.   Warranty
     QGBS is not the manufacturer of the products and therefore does not provide any types of warranty on the products sold to the Distributor.
     Manufactures do provide the warranty on their own terms and conditions and QGBS is acting on behalf of the manufacturers to process the
     returned merchandises for credit to the purchasers. Please read manufacturer warranty statement carefully before placing the orders.

9.   Appointment and Termination
     Unless otherwise specifically specified in Section One (1) above, Distributorship right shall be in force for one (1) year from the date
     QGBS approval of the Agreement, and renew automatically each subsequent year until terminated by either party, in accordance with the
     terms of this Agreement. If Distributor cannot meet the terms and conditions above, either QGBS or Distributor (hereinafter referred as
     "Party"' or "Parties"), upon thirty (30) days written notice to the other Party, may terminate the Distributorship Agreement with or without
     cause. In such event of termination or non-renewal for any reason, neither party shall be liable to the other Party because of such
     termination or non-renewal, for compensation, reimbursement, or damages on account of loss of prospective profits or anticipated sales, or
     on account of expenditures, inventories, investments, leases, or commitments in connection with the business or goodwill of Distributor or
     QGBS Inc.



                                                                        2
      Notwithstanding termination or non-renewal, Distributor's obligation to pay in full in accordance of the forgoing sales term for all QGBS
      products or display samples delivered to Distributor shall continue after termination. Distributor may provide QGBS with a summary of
      current products inventory at QGBS's option to buy back from Distributor. Distributor may immediately discontinue and cease to use or
      reference to QGBS's logos and trademarks upon termination. The Distributor shall be free to purchase and sell products from other
      companies or entities.

10.      Non-disclosure
      The Distributor acknowledges that it has and will have access to certain confidential information of QGBS and its affiliates that is
      valuable, special and unique, including, but not limited to assets and property of the QGBS and such affiliates. The Distributor will not,
      during or after the term of this Agreement, disclose, without the prior written consent or authorization of the QGBS, any of such
      information to any person, except to authorize representatives of the QGBS or its affiliates, for any reason or purpose whatsoever. In this
      regard, the Distributor agrees that such authorization or consent to disclosure may be conditioned upon the disclosure being made pursuant
      to a secrecy agreement, protective order, provision of statute, rule, regulation or procedure under which the confidentiality of the
      Information is maintained In the hands of the person to whom the information Is to be disclosed or in compliance with the terms of a
      judicial order or administrative process. This provision shall not apply to information already disclose by QGBS to other parties or public
      by QGBS. Distributor hereby agrees not to circumvent or bypass QGBS with respect to any financial, marketing, business, technological,
      or public relations contacts disclosed or introduced by QGBS.

11.     Trademark
      Distributor acknowledges that all trademarks, service marks, trade names, logos, or other words indentifying QGBS products or QGBS
      business together with related services, related documentation and any advertising/promotional literature furnished by QGBS to Distributor
      are and will remain as the exclusive property of QGBS.

12.      Terms Control
      Distributor acknowledges that it has read this Agreement, been advised to see legal counsel opinion, understood and agreed to be bound by
      its terms and conditions. Further, Distributor agrees that this Agreement is complete and exclusive statement of the business relationship
      by and between the Parties and supersedes all proposals and prior agreements, whether written or oral, and all other communications
      between the Parties relating to the subject matter of this Agreement and cannot be modified except in writing and signed by both the
      executive officers of Distributor and Quality Green Building Supplies, Inc.

13.     Notices
      Any notices required or permitted to be given under this Agreement shall be sufficient if in writing and delivered or sent by registered or
      certified mail to the principal office of each party.

14.     Waiver of Breach
      Any waiver by QGBS of a breach of any provision of this Agreement by Distributor shall not operate or be construed as a waiver of any
      subsequent breach by the Distributor.

15.     Assignment
      This Agreement and the rights and obligations of the parties hereunder shall inure to the benefit of the Distributor and cannot be transfer or
      assign to any other Parties.



                                                                          3
16.      Jurisdiction and Venue
      It Is the Intention of the Parties hereto that this Agreement and the performance hereunder and all suits and special proceedings hereunder
      be construed in accordance with and under and pursuant to the laws of the State of California. Therefore, each of the parties hereto hereby
      consents to the jurisdiction and venue of the courts of the State of California. BOTH PARTIES AGREE THAT ANY DISPUTE
      ARISING UNDER THIS AGREEMENT SHALL BE SUBMITTED TO BINDING ARBITRATION OR MEDIATION.

17.      Invalid Provisions.
      In the event that any provision of this Agreement is found to be invalid or otherwise unenforceable under any applicable law, such
      invalidity or unenforceability shall not be construed as rendering any other provisions contained herein invalid or unenforceable, and all
      such other provisions shall be given full force and effect to the same extent as though the invalid or unenforceable provision were not
      contained herein.

18.     Counterparts
      This Agreement may be executed in counterparts, each of which shall be deemed an original but both of which taken together shall
      constitute but one and the same document.


IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written.


Apollo Solar lighting Pole LLC. By:


/s/ Samson Cheung                                                            Samson Cheung
Duly Authorized Signature                                                    Print Name

President                                                                    10-12-10
Title                                                                        Date




Quality Green Building Supplies, Inc. By:


/s/ Spencer Luo                                                              Spencer Luo
Duly Authorized Signature                                                    Print Name

CEO                                                                          10-12-10
Title                                                                        Date



                                                                        5
Exhibit 10.6


                                                        Exclusive Agent Contract

      This agreement is made and entered into by and between the parties concerned on 1 st , Nov, 2010 in Zhongshan city, Guangdong
province, China on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follow:

1.    The Parties Concerned

     (Party A): ELITE RENEWABLE ENERGIES TECHNOLOGY INC

     (Add): 848 Stewart Dr. Suite 101. SumVvdj Ira 94085USA.

     ( Tel): Te1: 1 510 351 9800

     (Fax): Fax: 1 510 351 9808



     (Party B): Shiyan Hongda Science and Technology Co, Ltd

     (Add): No. 58, hanjiang north road, shiyan city, Hubei province

     ( Tel): Te1: 86 719 8216888

     (Fax): Fax: 86 719 8670788

2.    Appointment
     Party B hereby appoints Party A as its Exclusive Agent to solicit orders for the commodity stipulate in Article 3 from customers in the
     territory stipulated in Article 4, and Party A accepts and assumes such appointment.

3.    Commodity
     ―Wisdom Solar‖ Brand Solar Product Series. (or Solar light which have sold to Party A over 6pcs and other items which have sold record
     before)

4.   Territory
     Only for Africa country (Ethiopia), America countries (America, Canada, Mexico, Brazil)

5.    Minimum turnover
     Party A shall undertake solicit orders for the above commodity from customers in the above territory during the effective period of this
     agreement for not less than USD 75, 000/ first year, 100,000USD/second year, 125,000 USD/third year. This agreement didn’t come into
     effect until the Party A finish the first year target sales turnover.

6.    Price and Payment
     The price for each individual transaction shall be fixed through negotiations between Party A and the buyer, and subject to Party B’s final
     confirmation.

     The first year payment shall be made by T/T and next year T/T and L/C are acceptable, When L/C, payment shall be made by confirmed,
     irrevocable L/C opened by the buyer in favor of Party B, which shall reach Party B 25 days before the date of shipment.

7.    Exclusive Right
     In consideration of the exclusive rights granted herein, Party B shall not, directly or indirectly, sell or export the commodity stipulated in
     Article 4 to customers in Distribut countries through channels other than Party A; Party A shall not sell, distribute or promote the sales of
     any products competitive with or similar to the above commodity in distribute countries. Party B shall refer to Party A any enquiries or
     orders for the commodity in question received by Party B from other firms in distribute countries during the validity of this agreement.



                                                                         1
8.     Market Report
      In order to keep Party B well informed of the prevailing market conditions, Party A should undertake to supply Party B, at least once a
      quarter or at any time when necessary, with market reports concerning changes of the local regulations in connection with the import and
      sales of the commodity covered by this agreement, local market tendency and the buyer’s comments on quality, packing, price, etc. of the
      goods supplied by Party B under this agreement. Party A shall also supply party B with quotations and advertising materials on similar
      products of other suppliers.

9.     Advertising and Expenses
      Party A shall bear all expenses for advertising and publicity in connection with the commodity in question in distribute countries within the
      validity of this agreement, and shall submit to Party B all audio, video and paper catalogue materials intended for the advertising for prior
      approval.

10. Transactions Between Governmental Bodies
    Transactions between governmental bodies of Party A and Party B shall not be restricted by the terms and conditions of this agreement,
    nor shall the amount of such transactions be counted as part of the turnover stipulated in Article 5.

11.    Industrial Property Rights
      Party A may use the trade-marks owned by Party B for the sale of the Solar Product covered herein within the validity of this agreement,
      Meanwhile, Party B also agree Party A use his own logo when place order. Party A should provide packing and logo information to Party
      B.

12.      Validity of Agreement
      This agreement, when duly signed by the both parties concerned, shall remain in force for 3 years from 1, Nov 2010 to 31, Oct, 2011, and
      it shall be extended for another 12 months upon expiration unless notice in writing is given to the contrary.

13. Termination
    During the validity of this agreement, if either of the two parties is found to have violated the stipulations herein, the other party has the
    right to terminate this agreement.

14.     Force Majeure
      Either party shall not be held responsible for failure or delay to perform all or any party of this agreement due to flood, fire, earthquake,
      draught, war or any other events which could not be predicted, controlled, avoided or overcome by the relative party. However, the party
      affected by the event of Force Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter send a
      certificate of the vent issued by the relevant authorities to the other party within 15 days after its occurrence.

15. Arbitration
    All disputes arising from the performance of this agreement shall be settled through friendly negotiation. Should no settlement be reached
    through negotiation, the case shall then be submitted for arbitration to the China International Economic and Trade Arbitration
    Commission (Beijing) and the rules of this Commission shall be applied. The award of the arbitration shall be final and binding upon both
    parties.



                                                                         2
16. This Agreement in two copies, both sides hold a copy, Chinese and English words written with the same legal effect.




    (Party A): Elite Renewable Energies Technology Inc.

    (Signature & Sealed): /s/ Spencer Luo

    (Date): Oct 19, 2010




    (Party B): Shiyan Hongda Science and Technology Co, Ltd

    (Signature & Sealed): /s/ Wang Shiqing

    (Date): Oct 19, 2010




                                                                     3
Exhibit 10.13



                                                    UNSECURED PROMISSORY NOTE

Principle US$5,000.00                                                                                                     December 27, 2010

            FOR VALUE RECEIVED, ELITE ENERGIES, INC., a Delaware corporation (the ―Company‖), hereby promises to pay to the
order of       Tony Lee                 (the ―Lender‖), the principal sum of Five Thousand Dollars (US $5,000.00) exactly, together with
interest on the outstanding principal hereof from the date hereof at the annual percentage rate of Seven percent (7%) per annum, subject to the
terms and conditions of this Promissory Note (this ―Note‖).

       THIS NOTE IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS, TO WHICH THE HOLDER HEREOF, BY
ACCEPTANCE HEREOF, AGREES:

            1.    Method of Payment . Principal and interest are payable in lawful money of the United States of America by mail to the
address of Lender specified from time to time, currently being                                   .
            2.    Payment . The outstanding principal hereof and accrued interest shall be due and payable in one singular payment of Five
Thousand Three Hundred and Fifty Dollars (USD $5,350.00) by December 27, 2011. The payoff payment shall be paid to Lender via US
Postal Certified Mail or other form of courier services and no later than five days from the scheduled payment date. A fifty dollars (USD
$50.00) late payment interest penalty shall be accessed and added to the amount due for each and every month thereof. Shall the Company
failed to deliver the payoff payment for more than a period of three consecutive months, the Lender shall have the right to consider the
Company as in default on it promise and call the remaining balance due and payable within a thirty (30) days period after written notice is
served to the Company.

           3.  Prepayment . The Company shall have the right to prepay at any time without penalty any amounts outstanding
hereunder. Payment received shall first be applied to the payment of accrued interest and then to the repayment of principal.

           4.   Professional Fees . In the event that this Note is not paid when due, then the Company shall pay to the Lender all costs and
expenses incurred by the Lender in enforcing this Note and collecting amounts due hereunder, including reasonable attorneys’ and accountants’
fees.

           5.     Governing Law . This Note shall be governed by and construed according to the laws of the State of California. The
Company and the Lender hereby consent to the jurisdiction of all federal and state courts in California, and agree that venue shall lie
exclusively in Santa Clara County, California.

           Executed at Santa Clara County, California, effective as of the date first set forth above.

ELITE ENERGIES INC., a Delaware corporation


By: /s/ Spencer Luo                                                    By: /s/ Stephen Wan
Name: Spencer Luo                                                      Name: Stephen Wan
Title: President and Chief Executive Officer                           Title: Chief Financial Officer
Exhibit 10.14


THE SECURITIES REPRESENTED BY THIS PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE ―ACT‖). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD,
PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE
SECURITIES OR (II) THERE IS AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAN AN EXEMPTION
THEREFROM IS AVAILABLE.

                                                             PROMISSORY NOTE


Principle US$10,000.00                                                                                                    December 28, 2010

            FOR VALUE RECEIVED, ELITE ENERGIES, INC., a Delaware corporation (the ―Company‖), hereby promises to pay to the
order of         Bing Kuen Ha              (the ―Lender‖), the principal sum of Ten Thousand Dollars (US $10,000.00) exactly, together with
interest on the outstanding principal hereof from the date hereof at the annual percentage rate of Seven percent (7%) per annum, subject to the
terms and conditions of this Promissory Note (this ―Note‖).

       THIS NOTE IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS, TO WHICH THE HOLDER HEREOF, BY
ACCEPTANCE HEREOF, AGREES:

           1.    Method of Payment . Principal and interest are payable in lawful money of the United States of America by mail to the
address of Lender specified from time to time, currently being
                170 GRANADA AEVNUE, SAN FRANCISCO, CALIFORNIA 94112                            .

           2.    Payment . The outstanding principal hereof and accrued interest shall be due and payable in one singular payment of Ten
Thousand Seven Hundred Dollars (USD $10,700.00) by December 27, 2011. The payoff payment shall be paid to Lender via US Postal
Certified Mail or other form of courier services and no later than five days from the scheduled payment date. A fifty dollars (USD $50.00) late
payment interest penalty shall be accessed and added to the amount due for each and every month thereof. Shall the Company failed to deliver
the payoff payment for more than a period of three consecutive months, the Lender shall have the right to consider the Company as in default
on it promise and call the remaining balance due and payable within a thirty (30) days period after written notice is served to the Company.

           3.  Prepayment . The Company shall have the right to prepay at any time without penalty any amounts outstanding
hereunder. Payment received shall first be applied to the payment of accrued interest and then to the repayment of principal.

           4.   Professional Fees . In the event that this Note is not paid when due, then the Company shall pay to the Lender all costs and
expenses incurred by the Lender in enforcing this Note and collecting amounts due hereunder, including reasonable attorneys’ and accountants’
fees.

           5.     Governing Law . This Note shall be governed by and construed according to the laws of the State of California. The
Company and the Lender hereby consent to the jurisdiction of all federal and state courts in California, and agree that venue shall lie
exclusively in Santa Clara County, California.

           Executed at Santa Clara County, California, effective as of the date first set forth above.

ELITE ENERGIES INC., a Delaware corporation


By: /s/ Spencer Luo                                                      By: /s/ Stephen Wan
Name: Spencer Luo                                                        Name: Stephen Wan
Title: President and Chief Executive Officer                             Title: Chief Financial Officer
Exhibit 23.1


                            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


         We hereby consent to the use in this Amendment No. 3 to the Registration Statement on Form S-1 of our report dated July 12, 2010,
except for Note 3 and 12 to the consolidated financial statements as to which the date is November 12, 2010, relating to the consolidated
financial statements of Elite Energies, Inc., which appears in such Registration Statement. We also consent to the reference to us under the
heading ―Experts‖ in such Registration Statement.




/s/ Mah & Associates, LLP
San Francisco, California
January 25, 2011