As filed with the Securities and Exchange Commission on November 9, 2004
Registration No. 333-100803
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM SB-2
Registration Statement Under The Securities Act of 1933

CHINA ELITE INFORMATION CO., LTD.
(Exact name of Registrant as specified in its Charter)

British Virgin Islands 7389 11-3462369
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code) Identification No.)

c/o DeHeng Chen Chan, LLC c/o DeHeng Chen Chan, LLC
225 Broadway, Suite 1910 225 Broadway, Suite 1910
New York, New York 10007 New York, New York 10007
(212) 608-6500 Attn: Xiaomin Chen, Esq.
(Address and telephone number of (212) 608-6500
registrants principal executive (Name, address and telephone
offices and principal number of agent for service)
place of business)

Copies to:

Xiaomin Chen, Esq.
DeHeng Chen Chan, LLC
225 Broadway, Suite 1910
New York, New York 10007
Telephone: (212) 608-6500

Approximate date of proposed sale to public: From time to time after the
effectiveness of the registration statement.

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

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, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. |X|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, 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, 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, check
the following box. |_|

CALCULATION OF REGISTRATION FEE

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Proposed
Proposed maximum Maximum
Title of each class of securities to Amount to be offering price per aggregate offering Amount of
be registered registered security price (2) Registration fee
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Common Shares, $0.01 par value
per share (1) 1,250,000 $0.025 $31,250 $2.88(3)
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(1) On July 21, 2004, our Board of Directors approved the change of the
jurisdiction under which the Company is incorporated from the State of Delaware
to the British Virgin Islands ("BVI") and to reincorporate as a British Virgin
Islands International Business Company. As a result of the reincorporation, we
adopted new corporate governance documents consisting of a Memorandum of
Association, Articles of Incorporation and Articles of Continuation, and our
shares of common stock, par value $0.01 per share, being registered hereunder
were exchanged for common shares, $0.01 par value per share, of the BVI entity.

(2) The offering price has been estimated solely for the purpose of computing
the amount of the registration fee in accordance with Rule 457(c). Our common
shares are not traded on any national stock exchange. Represents shares owned by
35 of our selling security holders that can be sold at a price of $.025 per
share until our common shares are quoted on the OTC Bulletin Board, and
thereafter, at prevailing market prices or privately negotiated prices.

(3) Registration fee previously paid.

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.

PROSPECTUS

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RELOCTE411.COM, INC.

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1.250,00 common shares

This prospectus relates to the disposition by the selling shareholders listed on
page 21 or their transferees, of up to 1,250,000 common shares already issued
and outstanding. We will receive no proceeds from the disposition by the selling
security holders of the common shares covered by this prospectus

For a description of the plan of distribution of the shares, please see page 21
of this prospectus.

Our common shares are presently not trading on any public market or securities
exchange. Our common shares are not traded on any national stock exchange.

We do not believe that we are a blank check company as that term is defined in
Rule 419 of Regulation C under the Rule of the Securities Act of 1933.

The securities offered hereby involve a high degree of risk. Please read the
"Risk factors" beginning on page 6.

----------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the prospectus. Any representation to the contrary is a
criminal offense.

Our principal executive offices are located at c/o DeHeng Chen Chan, LLC, 225
Broadway, Suite 1910, New York, New York 10007. Our telephone number is (212)
608-6500

The date of the prospectus is November 9, 2004.

TABLE OF CONTENTS

ABOUT OUR COMPANY ......................................................... 3
SUMMARY FINANCIAL DATA .................................................... 4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ......................... 5
RISK FACTORS .............................................................. 6
USE OF PROCEEDS ........................................................... 11
LACK OF MARKET FOR OUR COMMON SHARES ...................................... 11
DETERMINATION OF OFFERING PRICE ........................................... 11
DIVIDENDS ................................................................. 11
PENNY STOCK CONSIDERATIONS ................................................ 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ................. 12
DESCRIPTION OF BUSINESS ................................................... 15
LEGAL PROCEEDINGS ......................................................... 17
MANAGEMENT ................................................................ 17
PRINCIPAL STOCKHOLDERS .................................................... 20
SELLING SECURITY HOLDERS .................................................. 20
PLAN OF DISTRIBUTION ...................................................... 21
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ............................ 23
DESCRIPTION OF SECURITIES ................................................. 26
INDEMNIFICATION OF DIRECTORS AND OFFICERS ................................. 29
WHERE YOU CAN FIND MORE INFORMATION ....................................... 29
TRANSFER AGENT ............................................................ 29
LEGAL MATTERS ............................................................. 29
EXPERTS ................................................................... 30
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE .................................... 30
INDEX TO FINANCIAL STATEMENTS ............................................. 32
SIGNATURES ................................................................ 54
POWER OF ATTORNEY ......................................................... 54

You should rely only on the information contained in this prospectus. We have
not, and the selling security holders have not, authorized anyone to provide you
with different information. If anyone provides you with different information,
you should not rely on it. We are not, and the selling security holders are not,
making an offer to sell these securities in any jurisdiction where the offer or
sale is not permitted. You should assume that the information contained in this
prospectus is accurate only as of the date on the front cover of this
prospectus. Our business, financial condition, results of operations and
prospects may have changed since that date. In this prospectus, "China Elite",
"the Company", "we", "us" and "our" refer to China Elite Information Co., Ltd,
an entity formed under the laws of the British Virgin Islands, unless the
context otherwise requires.

ABOUT OUR COMPANY

Our History

China Elite Information Co., Ltd., formerly known as Relocate 411.Com, Inc., was
initially organized under the laws of the State of Delaware on December 19, 1997
under the name of Stateside Fundings, Inc.

On July 21, 2004, our Board of Directors approved the change of the jurisdiction
under which the Company is incorporated from the State of Delaware to the
British Virgin Islands ("BVI") and to reincorporate as a British Virgin Islands
International Business Company, pursuant to Section 390 of the Delaware General
Corporations Law and the applicable laws of the BVI. In connection with this
reincorporation, we changed our name from "Relocate 411.com, Inc." to "China
Elite Information Co., Ltd." As a result of the reincorporation, we adopted new
corporate governance documents consisting of a Memorandum of Association,
Articles of Incorporation and Articles of Continuation.

During the past year, our operations have been devoted primarily to developing a
business plan, developing and designing our website, preparing to bring the
website online and raising capital for future operations and administrative
functions. Our plan of operation for the next twelve months is to identify and
acquire a favorable business opportunity. We do not plan to limit its options to
any particular industry, but will evaluate each opportunity on its merits.

We have not yet entered into any agreement, nor does it have any commitment to
enter into or become engaged in any transaction as of the date of this filing.

On January 26, 2000, the stockholders of Relocate411.com, Inc., a New York
Corporation, completed a merger and stock exchange with Stateside Fundings,
Inc., a Delaware Corporation. Pursuant to same, Stateside Fundings filed
Articles of Amendment changing our name to Relocate 411.com, Inc. None of the
promoters of the blank check company, Stateside Fundings, Inc., were related in
any way to the officers, directors, affiliates or associates of our present
company.

We have not been involved in any bankruptcy, receivership or similar proceeding.
We have not been involved in any material reclassification, merger,
consolidation, or purchase or sale of a significant amount of assets not in the
ordinary course of business.

On May 21, 2004, Jandah Management Limited ("Jandah"), Glory Way Holdings,
Limited ("GWH") and Good Business Technology Limited ("GBT"), each a corporation
organized under the laws of the British Virgin Islands, enter into privately
negotiated transactions with the stockholders of Relocate411.com, Inc. (the
"Company") to purchase an aggregate of 10,976,000 shares of common stock of the
Company, representing 98% of the issued and outstanding shares, for an aggregate
purchase price of $350,000.

Jandah acquired 9,276,000 shares of common stock from the three largest
shareholders of the Company, Darrel Lerner, Byron Lerner and James Tubbs, for an
aggregate purchase price of $307,500. Darrell Lerner retained 224,000 shares of
common stock. As a condition to closing, the Company and Mr. Darrell Lerner
entered into a six-month consulting agreement pursuant to which Mr. Darrell
Lerner will assist the Company with various transition issues and provide other
business consulting services. Under this consulting agreement, Mr. Darrell
Lerner will be paid an aggregate consulting fee of $150,000, payable in equal
monthly installments.

GWH acquired 396,000 shares of common stock for an aggregate purchase price of
$9,900 from each the following selling security holders in separate agreements
listed in the amendment number 8 to the Company's registration statement on Form
SB-2/A (SEC File Number 333-100803) (the "SB-2"): Anslow & Jaclin, LLP, Frank
Massaro, Michael and Thelma Hartman, Nicholas A. Waslyn, Eric Tjaden, Margaret
Indelicato, Juan C. Morales, Sheldon Shalom, Patricia Faro and Philip Mazzella.

GWH also acquired an aggregate of 450,000 shares of common stock for an
aggregate purchase price of $11,250 from each of Barry Manko (250,000 shares)
and Grushko & Mittman (200,000 shares).

GBT acquired an aggregate of 854,000 shares of common stock for an aggregate
purchase price of $21,350 from each the following selling security holders in
separate agreements listed in the SB-2: Richard Zapolski, William Grimm, Richard
Volpe, Mark J. Parendo, Mitch Hershkowitz, Kristine Gentile, Robert M.
J.Hartman, Danielle L. Hartman, Martin Miller, Dolores E. Miller, Dolores E.
Miller a/c/f Dillon Engel, Drew Goldberg, Carol Sitte, Karen Pasteressa a/c/f,
Samantha Pasteressa, Desert Green, Inc., Robert Giambrone, Anthony Giambrone,
Melvin D. Bernstein, Linda Bernstein, Beth Sussman, Jeffrey Wenzel, Tracey
Wenzel, Harold Sussman, Amy Sussman and Meg L. Sussman. In connection with, and
as a condition to the closing of these stock purchase transactions, Darrell
Lerner resigned as the sole officer of the Company effective as of May 21, 2004.
Pursuant to the Company's Bylaws and applicable SEC regulations, Mr. Lerner
appointed Li Kin Shing, the sole shareholder of Jandah, as the President of the
Company and, effective as of June 4, 2004, as member of the board.

Our Business

During the past year, our operations have been devoted primarily to developing a
business plan, developing and designing our website, preparing to bring the
website online and raising capital for future operations and administrative
functions. Our plan of operation for the next twelve months is to identify and
acquire a favorable business opportunity. We do not plan to limit our options to
any particular industry, but will evaluate each opportunity on its merits. We
have not yet entered into any agreement, nor do we have any commitment to enter
into or become engaged in any transaction as of the date of this filing.

As reported in our Current Report on Form 8-K filed with the SEC on May 25,
2004, the control of the Company has been changed and Mr. Li Kin Shing ("Mr.
Li") was appointed as our President effective from May 21, 2004 and as sole
director effective as of June 4, 2004. Our new management endeavors to identify
and pursue profitable business opportunities through mergers and acquisitions,
so as to diversify the business risks and maximize the returns to stockholders.
Although we do not plan to limit its options to any particular industry, we will
initially target the telecom industry in the People's Republic of China (PRC),
including the Hong Kong market, about which Mr. Li possesses extensive
experience. Currently, we are exploring a possible transaction with various
telecom operators in the PRC. These telecom providers are principally engaged in
selling and distribution of telecom services and provision of value-added
services, including operating call centers, providing telemarketing services,
customer relationship management services, mobile applications, calling cards,
etc.

Our management believes that, through the prospective mergers and acquisitions
in the PRC, we could accelerate our developing pace and benefit from the vast
opportunities brought by the continual growth in the PRC economy and the PRC's
accession to the World Trade Organization.

We have no current plans (i) for the purchase or sale of any plant or equipment,
(ii) to make any changes in the number of employees, or (iii) incur any
significant research and development expenses. Our plans may change if we are
able to identify and acquire a suitable business acquisiton.

We believe that we are not a blank company as that term is defined in Rule 419
of Regulation C under the Rules of the Securities Act of 1933. Except as part of
our strategy to expand and grow our business as described above, we do not have
any intention of merging with another company or allowing ourselves to be
acquired by another company, or to act as a blank check company as defined in
Regulation C.

Where You Can Find Us

At present we have no real property and maintain an office at c/o DeHeng Chen
Chan, LLC, 225 Broadway, Suite 1910, New York, New York 10007. Our telephone
number is(212) 608-6500.

SUMMARY FINANCIAL DATA

The following summary financial data should be read in conjunction with
"Management's Discussion and Analysis or Plan of Operation" and the Financial
Statements and Notes thereto, included elsewhere in this Prospectus. The
statement of operations and balance sheet data for the years ended November 30,
2003 and 2002 are derived from our audited financial statements included
elsewhere in this Prospectus.

Statement of Operations Data

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Nine Month Year Ended Inception
Period Ended Year Ended November 30, (December 19, 1997 to
August 31, 2004 November 30, 2003 2002 August 31, 2004)
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Revenue $ 0 $ 0 $ 0 $ 0
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Net Losses $(137,665) $ (18,427) $ (15,780) $(403,590)
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Total Operating Expenses $ 137,290 $ 17,927 $ 15,280 $ 477,295
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Research and Development $ 0 $ 0 $ 0 $ 0
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General Administrative $ 137,290 $ 17,927 $ 15,280 $ 295,407
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Balance Sheet Data

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As of As of As of
August 31, 2004 November 30, 2003 November 30, 2002
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Cash $ 0 $ 9,092 $ 20,519
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Total Current Assets $ 1,848 $ 12,065 $ 24,992
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Total Assets $ 1,848 $ 12,065 $ 24,992
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Total Liabilities $153,370 $ 25,922 $ 20,422
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Stockholders Equity (deficit) $ 1,848 $(13,857) $ 4,570
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Key Facts of the Offering

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Common Shares being registered 1,250,000
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Total common shares outstanding as of the date of this registration 11,200,000
statement
- -------------------------------------------------------------------------------------------------------------
Total proceeds raised by us from the disposition of the common We will not any receive any proceeds
stock by the selling security holders or their transferees from the disposition of already
outstanding common shares by the
selling security holders or their
transferees.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form SB-2 contains forward-looking statements. For this purpose, any
statements contained in this Form SB-2 that are not statements of historical
fact may be deemed to be forward-looking statements. You can identify
forward-looking statements by those that are not historical in nature,
particularly those that use terminology such as "may," "will," "should,"
"expects," "anticipates," "contemplates," "estimates," "believes," "plans,"
"projected," "predicts," "potential," or "continue" or the negative of these
similar terms. In evaluating these forward-looking statements, you should
consider various factors, including those listed below under the heading "Risk
Factors". The Company's actual results may differ significantly from the results
projected in the forward-looking statements. The Company assumes no obligation
to update forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are
based, are made in good faith and reflect our current judgment regarding the
direction of our business, actual results will almost always vary, sometimes
materially, from any estimates, predictions, projections, assumptions or other
future performance suggested herein. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.

RISK FACTORS

You should carefully consider the following risk factors and other information
in this prospectus before deciding to become a shareholder of our common stock.
Your investment in our common stock is highly speculative and involves a high
degree of risk. You should not invest in our common stock unless you can afford
to lose your entire investment and you are not dependent on the funds you are
investing.

Please note that throughout this prospectus, the words "we", "our" or "us" refer
to Relocate411.com, Inc. and not to the selling security holders.

1. We will require additional funds to achieve our current business strategy
and our inability to obtain additional financing could slow down or cease
the hiring of additional employees and management to assist in daily
operations.

We will not be receiving any proceeds from this offering and, in addition to
relying on loans from one of our shareholders, we will need to raise additional
funds through public or private debt or sale of equity to achieve our current
business strategy of identifying and pursuing profitable business opportunities
through mergers and acquisitions, so as to diversify the business risks and
maximize the returns to stockholders, initially in the telecom industry in the
People's Republic of China (PRC), including the Hong Kong market. This financing
may not be available when needed. Even if this financing is available, it may be
on terms that we deem unacceptable or are adverse to your interests with respect
to dilution of book value, dividend preferences, liquidation preferences, or
other terms. Our inability to obtain financing can possibly hinder and prevent
our ability to pursue this acquisition strategy, which can all culminate in
preventing growth, and as a result, could require us to possibly cease our
operations.

If we are unable to obtain financing on reasonable terms, we could be forced to
delay, scale back or eliminate possible acquisitions and expansion plans. In
addition, failure to raise additional capital could affect our ability to hire
new employees and management which is necessary for us to grow our business.

2. Our independent auditors have issued a report in which they expressed
substantial doubt about our ability to continue as a going concern.

The report of our independent auditors on our financial statements for the year
ended November 30, 2003 contains an explanatory paragraph which indicates that
we have recurring losses from operations. The deficit accumulated in the
developmental stage of operation as of November 30, 2003 was $247,498 (and this
deficit increased to $403,590 as of August 31, 2004). This report states that,
because of these losses, there may be a substantial doubt about our ability to
continue as a going concern. This report and the existence of these recurring
losses from operations may make it more difficult for us to raise additional
debt or equity financing needed to run our business and is not viewed favorably
by analysts or investors. We urge potential investors to review this report
before making a decision to invest in us.

3. 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 fact that
we are a development stage company with limited assets and financial
resources.

We have not generated any revenues to date. We have no significant assets or
financial resources. We have been engaged solely in start-up activities and have
not commenced material operations in our core business of pursuing business
opportunities in the PRC, including Hong Kong. The likelihood of the 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. To address these risks, we must, among other things,
respond to competitive developments; continue to attract, retain and motivate
qualified persons, and research and develop new business opportunities.

There can be no assurance we will be successful in addressing these risks or any
other risks. We have not been in business long enough to make a reasonable
judgment as to our future performance. There can be no assurance that we will be
able to successfully implement our business plan, generate sufficient revenue to
meet our expenses, operate profitably or be commercially successful. Since we
have a limited operating history of any kind, 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. Even if we do achieve profitability, we
may be unable to sustain or increase profitability on a quarterly or annual
basis in the future. We expect to have quarter to quarter fluctuations in
revenues, expenses, losses and cash flow, some of which could be significant.
Results of operations will depend upon numerous factors, some of which are
beyond our control, including:

o Successfully identifying business opportunities;

o market acceptance of the products and services offered by the
businesses we acquire; and

o the ability of the businesses we acquire to offer new product and
service introductions.

These conditions raise substantial doubt about our ability to continue as a
going concern. As we have such a limited history of operation, you will be
unable to assess our future operating performance or our future financial
results or condition by comparing these criteria against our past or present
equivalents.

4. Future sales of shares by Mr. Li could cause the price of our common
shares to drop which could affect our ability to acquire business
opportunities.

There are approximately 11,200,000 common shares outstanding, of which
approximately 9,276,000 (or 82.8%) are held beneficially by Mr. Li. On May 21,
2005, Mr. Li will be able to sell these common shares in the public markets from
time to time, subject to certain limitations on the timing, amount and method of
such sales imposed by SEC regulations. If Mr. Li were to sell a large number of
common shares, the market price of our common shares could decline
significantly. Moreover, the perception in the public markets that such sales by
Mr. Li might occur could also drive down the price of our common shares. If our
stock price drops due to sales by Mr. Li, it could affect our ability to pursue
business opportunities. A lower stock price may cause us to issue more shares
than should be required as payment for certain products and will cause our
current shareholders to suffer significant dilution to their shares.

5. We do not expect to pay dividends, investors should not buy our common
shares expecting to receive dividends and therefore our investors can only
profit from their investment is if the price of our common shares
increases.

We have not paid any dividends on our common shares in the past, and do not
anticipate that we will declare or pay any dividends in the foreseeable future.
Consequently, you will only realize an economic gain on your investment in our
common shares if the price appreciates. You should not purchase our common
shares expecting to receive cash dividends.

6. We currently have no public market for our common shares and there is no
assurance of a public market will develop or that our common shares will
ever trade on a recognized exchange.

There is no established public trading market for our securities. We currently
intend to seek one or more market makers to become eligible for quotation on the
OTC Bulletin Board. Our shares are not and have not been listed or quoted on any
exchange or quotation system. There can be no assurance that a market maker will
agree to file the necessary documents with the National Association of
Securities Dealers, which operates the OTC Bulletin Board, 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.

7. We may issue common shares and preferred shares to complete a business
combination, which would reduce the equity interest of our stockholders
and likely cause a change in control of our ownership.

Our memorandum of association authorizes the issuance of up to 50,000,000 common
shares, par value $0.01 per share, and 10,000,000 preferred shares, par value
$0.01 per share. Although we have no commitments as of the date of this offering
to issue our securities, we will, in all likelihood, issue a substantial number
of additional common shares or preferred shares, or a combination of common
shares or preferred shares, to complete one or more acquisitions business
opportunities in the PRC, including Hong Kong. The issuance of additional common
or any number of preferred shares may:

o significantly reduce the equity interest of our stockholders;

o adversely affect the voting power or other rights of the holders of
our common shares if we issue preferred shares with dividend,
liquidation, conversion voting or other rights superior to the
common shares; and

o adversely affect prevailing market prices for our common shares.

Similarly, if we issue debt securities to finance the acquisition of business
opportunities in the PRC, including Hong Kong, it could result in:

o default and foreclosure on our assets if our operating revenues
after an acquisition were insufficient to pay our debt obligations;

o acceleration of our obligations to repay the indebtedness even if we
have made all principal and interest payments when due if the debt
security contained covenants that required the maintenance of
certain financial ratios or reserves and any such covenant were
breached without a waiver or renegotiation of that covenant;

o our immediate payment of all principal and accrued interest, if any,
if the debt security was payable on demand; and

o our inability to obtain additional financing, if necessary, if the
debt security contained covenants restricting our ability to obtain
additional financing while such security was outstanding.

8. If our common shares become subject to the SEC's penny stock rules,
broker-dealers may experience difficulty in completing customer
transactions and trading activity in our securities may be adversely
affected.

Transactions in our common shares are subject to the "penny stock" rules
promulgated under the Securities Exchange Act of 1934. Under these rules,
broker-dealers who recommend such securities to persons other than institutional
accredited investors:

o must make a special written suitability determination for the
purchaser;

o receive the purchaser's written agreement to a transaction prior to
sale;

o provide the purchaser with risk disclosure documents which identify
certain risks associated with investing in "penny stocks" and which
describe the market for these "penny stocks" as well as a
purchaser's legal remedies; and

o obtain a signed and dated acknowledgment from the purchaser
demonstrating that the purchaser has actually received the required
risk disclosure document before a transaction in a "penny stock" can
be completed.

So long as our common shares have a market price of less than $5.00 per share
and we have net tangible assets of less than $5,000,000 (or $2,000,000 after we
have had operations for at least three continuous years), our common shares will
be subject to the "penny stock" rules, and broker-dealers may find it difficult
to effectuate customer transactions and trading activity in our securities may
be adversely affected. As a result, the market price of our securities may be
depressed, and you may find it even more difficult to sell our securities.

9. We may be unable to obtain additional financing, if required, to complete
acquisitions of business opportunities in the PRC or to fund the
operations and growth of the target business, which could compel us to
restructure transactions or abandon a particular telecom opportunity.

In as much as we have not yet identified any prospective target businesses in
the PRC, we cannot ascertain the capital requirements for any particular
transaction. If we are unable to raise sufficient capital by the sale of debt
and/or equity securities or obtain necessary bank financing, either because of
the size of the business opportunity or the depletion of the available cash in
search of a target business, we will be required to seek additional financing.

We cannot assure you that such financing would be available on acceptable terms,
if at all. To the extent that additional financing proves to be unavailable when
needed to consummate a particular business combination, we would be compelled to
restructure the transaction or abandon that particular business combination and
seek an alternative target business candidate. In addition, if we consummate a
business combination, we may require additional financing to fund the operations
or growth of the target business. The failure to secure additional financing
could have a material adverse effect on the continued development or growth of
the target business. None of our officers, directors or stockholders is required
to provide any financing to us in connection with or after a business
combination.

Risks Relating to the People's Republic of China

Substantially all of the business opportunities that we plan to pursue are
located in the PRC, including Hong Kong. Accordingly, our results of operations
and prospects are subject, to a significant extent, to the economic, political
and legal developments in the PRC.

10. China's economic, political and social conditions, as well as government
policies, could affect our ability to pursue telecom opportunities in the
PRC, including Hong Kong

Substantially all of the business opportunities that we plan to pursue are
located in the PRC. The economy of the PRC differs from the economies of most
developed countries in many respects, including:

o government involvement;

o level of development;

o growth rate;

o control of foreign exchange; and

o allocation of resources.

While the PRC's economy has experienced significant growth in the past twenty
years, growth has been uneven, both geographically and among various sectors of
the economy. The Chinese government has implemented various measures to
encourage economic growth and guide the allocation of resources. Some of these
measures benefit the overall economy of the PRC, but may also have a negative
effect on Chinese businesses. For example, our operating results and financial
condition may be adversely affected by government control over capital
investments or changes in tax regulations applicable to companies located in the
PRC or in Hong Kong.

The economy of the PRC has been transitioning from a planned economy to a more
market-oriented economy. Although in recent years the Chinese government has
implemented measures emphasizing the utilization of market forces for economic
reform, the reduction of state ownership of productive assets and the
establishment of sound corporate governance in business enterprises, a
substantial portion of productive assets in the PRC is still owned by the
Chinese government. In addition, the Chinese government continues to play a
significant role in regulating industry development by imposing industrial
policies. It also exercises significant control over the PRC's economic growth
through the allocation of resources, controlling payment of foreign
currency-denominated obligations, setting monetary policy and providing
preferential treatment to particular industries or companies. We cannot predict
the purpose and effect of future economic policies of the Chinese government or
the impact of such economic policies on business and opportunities in the PRC
(including Hong Kong).

11. Fluctuation of the Renminbi could materially affect our financial
condition and results of operations.

The Chinese business opportunities that we may acquire receive substantially all
of their revenues, and their financial statements are presented, in Renminbi.
The value of the Renminbi fluctuates and is subject to changes in the PRC's
political and economic conditions. Since 1994, the conversion of Renminbi into
foreign currencies, including Hong Kong dollars and U.S. dollars, has been based
on rates set by the People's Bank of China, which are set daily based on the
previous day's interbank foreign exchange market rates and current exchange
rates on the world financial markets. Fluctuations in exchange rates may
adversely affect the value, translated or converted into U.S. dollars or Hong
Kong dollars, of our net assets and earnings in foreign currency terms. Our
financial condition and results of operations may also be affected by changes in
the value of certain currencies other than the Renminbi, in which our
obligations or the obligations of the PRC companies we acquire are denominated.
In particular, a devaluation of the Renminbi is likely to increase the portion
of the cash flow required to satisfy foreign currency-denominated obligations.
We cannot assure you that any future movements in the exchange rate of Renminbi

against the U.S. dollar or other foreign currencies will not adversely affect
our results of operations and financial condition.

12. Because the Chinese judiciary, which is relatively inexperienced in
enforcing corporate and commercial law, will determine the scope and
enforcement under Chinese law of almost all of our target business'
material agreements, we may be unable to enforce our rights inside and
outside of the PRC.

Chinese law will govern almost all of our material agreements with the telecom
companies we target for acquisition, some of which may be with Chinese
governmental agencies. We cannot assure you that the target business will be
able to enforce any of its material agreements or that remedies will be
available outside of the PRC. The Chinese judiciary is relatively inexperienced
in enforcing corporate and commercial law, leading to a higher than usual degree
of uncertainty as to the outcome of any litigation. Our inability to enforce or
obtain a remedy under any of our future agreements may have a material adverse
impact on our operations and on our ability to grow our business by acquiring
business opportunities in the PRC or expanding the businesses of those companies
we do acquire.

13. Because any target business with which we attempt to complete a business
combination will be required to provide our stockholders with financial
statements prepared in accordance with and reconciled to United States
generally accepted accounting principles, prospective target businesses
may be limited.

In accordance with requirements of United States Federal securities laws, in
order to seek stockholder approval of a business combination, a proposed target
business will be required to have certain financial statements which are
prepared in accordance with, or which can be reconciled to, U.S. generally
accepted accounting principles and audited in accordance with U.S. generally
accepted auditing standards. To the extent that a proposed target business does
not have financial statements which have been prepared with, or which can be
reconciled to, U.S. GAAP, and audited in accordance with U.S. GAAS, we will not
be able to acquire that proposed target business. These financial statements may
limit the pool of potential target businesses which we may acquire.

14. Exchange controls that exist in the PRC may limit our ability to utilize
our cash flow effectively following any acquisition of business
opportunities in the PRC.

Following an acquisition of one or more business opportunities in the PRC, we
will be subject to the PRC's rules and regulations on currency conversion. In
the PRC, the State Administration for Foreign Exchange (SAFE) regulates the
conversion of the Renminbi into foreign currencies. Currently, foreign
investment enterprises (FIEs) are required to apply to the SAFE for "Foreign
Exchange Registration Certificates for FIEs." Following a business combination,
we may be deemed to be an FIE as a result of our ownership structure. With such
registration certificates, which need to be renewed annually, FIEs are allowed
to open foreign currency accounts including a "basic account" and "capital
account." Currency translation within the scope of the "basic account," such as
remittance of foreign currencies for payment of dividends, can be effected
without requiring the approval of the SAFE. However, conversion of currency in
the "capital account," including capital items such as direct investment, loans
and securities, still require approval of the SAFE. We cannot assure you that
the PRC regulatory authorities will not impose further restrictions on the
convertibility of the Renminbi. Any future restrictions on currency exchanges
may limit our ability to use our cash flow for the distribution of dividends to
our shareholders or to fund operations we may have outside of the PRC.

15. If certain tax exemptions within the PRC regarding withholding taxes are
removed, we may be required to deduct corporate withholding taxes from any
dividends we may pay in the future.

Under the PRC's current tax laws, regulations and rulings, companies are exempt
from paying withholding taxes with respect to dividends paid to stockholders
outside of the PRC. However, if the foregoing exemption is removed in the future
following an acquisition of one or more business opportunities in the PRC, we
may be required to deduct certain amounts from dividends we pay to our
stockholders to pay corporate withholding taxes. The current rate imposed on
corporate withholding taxes is 20%, or 10% for individuals and entities of those
countries that entered into the Protocol of Avoidance of Double Taxation with
the PRC.

USE OF PROCEEDS

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

LACK OF MARKET FOR OUR COMMON SHARES

There is no established public trading market for our securities. We intend to
seek a market maker to apply for a listing on the OTC Bulletin Board in the
United States. Our shares are not and have not been listed or quoted on any
exchange or quotation system.

DETERMINATION OF OFFERING PRICE

Our common shares are not traded on any national stock exchange and, in
accordance with Rule 457, the offering price was determined by the price selling
security holders (except Anslow & Jaclin, LLP) purchased shares in our July 2002
private placement memorandum. The July 2002 private placement shares represent
shares owned by 35 of our selling security holders which can be sold at a price
of $.025 per share until our common shares are quoted on the OTC Bulletin Board,
and thereafter, at prevailing market prices or privately negotiated prices. The
offering price is not an indication of and is not based upon our actual value.
The offering price bears no relationship to our book value, assets or earnings
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.

DIVIDENDS

To date, we have not declared or paid any dividends on our common shares. We
currently do not anticipate paying any cash dividends in the foreseeable future
on our common shares, when issued pursuant to this offering. Although we intend
to retain our earnings, if any, to finance the development 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.

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. 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. In addition,
the penny stock rules generally require that prior to a transaction in a penny
stock, the broker-dealer make a special written determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of our results of
operations and financial condition. The discussion should be read in conjunction
with our financial statements and notes thereto appearing in this prospectus.

The following discussion and analysis contains forward-looking statements, which
involve risks and uncertainties. Our actual results may differ significantly
from the results, expectations and plans discussed in these forward-looking
statements.

Overview

During the past year, our operations have been devoted primarily to developing a
business plan, developing and designing our website, preparing to bring the
website online and raising capital for future operations and administrative
functions. The Company's plan of operation for the next twelve months is to
identify and acquire a favorable business opportunity. The Company does not plan
to limit its options to any particular industry, but will evaluate each
opportunity on its merits, all as further discussed in our "Plan of Operation"
section below.

We have not spent any money for research and development. Development stage
expenses during the twelve months ended November 30, 2003 were $15,280 and
$477,295 for the nine month period ended August 31, 2004. The expenses incurred
were primarily due to salaries and benefits as well as various consulting,
managerial and professional services in connection with our development of a
business plan, the corporate formation, and the change in control described
below.

On-going increases to development stage expenses are anticipated. As of August
31, 2004 we had no cash available to us.

On May 21, 2004, Jandah Management Limited ("Jandah"), Glory Way Holdings
Limited ("GWH") and Good Business Technology Limited ("GBT"), each a corporation
organized under the laws of the British Virgin Islands, enter into privately
negotiated transactions with the stockholders of the Company to purchase an
aggregate of 10,976,000 shares of common stock of the Company, representing 98%
of the issued and outstanding shares, for an aggregate purchase price of
$350,000.

Plan of Operation

The statements contained in this prospectus that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These include statements about the Company's expectations, beliefs,
intentions or strategies for the future, which are indicated by words or phrases
such as "anticipate," "expect," "intend," "plan," "will," "the Company
believes," "management believes" and similar words or phrases. The
forward-looking statements are based on the Company's current expectations and
are subject to certain risks, uncertainties and assumptions. The Company's
actual results could differ materially from results anticipated in these
forward-looking statements. All forward-looking statements included in this
document are based on information available to the Company on the date hereof,
and the Company assumes no obligation to update any such forward-looking
statements. Readers are also urged to carefully review and consider the various
disclosures made by the Company that are to advise interested parties of the
factors which affect the Company's business, in this report, as well as the
Company's periodic reports on Forms 10-KSB, 10-QSB and 8-K filed with the
Securities and Exchange Commission.

These risks and uncertainties, many of which are beyond our control, include (i)
the sufficiency of existing capital resources and the Company's ability to raise
additional capital to fund cash requirements for future operations; (ii)

uncertainties involved in the acquisition of an operating business; (iii) the
Company's ability to achieve sufficient revenues through an operating business
to fund and maintain operations; (iv) volatility of the stock market; and (v)
general economic conditions. Although we believe the expectations reflected in
these forward-looking statements are reasonable, such expectations may prove to
be incorrect. Investors should be aware that they could lose all or
substantially all of their investment.

During the past year, our operations have been devoted primarily to developing a
business plan, developing and designing our website, preparing to bring the
website online and raising capital for future operations and administrative
functions. The Company's plan of operation for the next twelve months is to
identify and acquire a favorable business opportunity. The Company does not plan
to limit its options to any particular industry, but will evaluate each
opportunity on its merits.

The Company has not yet entered into any agreement, nor does it have any
commitment to enter into or become engaged in any transaction as of the date of
this filing.

As reported in the Company's Current Report on Form 8-K filed with the SEC on
May 25, 2004, the control of the Company has been changed and Mr. Li Kin Shing
("Mr. Li") was appointed as the President of the Company effective from May 21,
2004 and as sole director effective as of June 4, 2004. The new management of
the Company endeavors to identify and pursue profitable business opportunities
through mergers and acquisitions, so as to diversify the business risks and
maximize the returns to stockholders. Although the Company does not plan to
limit its options to any particular industry, the Company will initially target
the telecom industry in the People's Republic of China (PRC), including the Hong
Kong market, about which Mr. Li possesses extensive experience. Currently, the
Company is exploring a possible transaction with various telecom operators in
the PRC. These telecom providers are principally engaged in selling and
distribution of telecom services and provision of value-added services,
including operating call centers, providing telemarketing services, customer
relationship management services, mobile applications, calling cards, etc.

The management believes that, through the prospective mergers and acquisitions
in the PRC, the Company could accelerate its developing pace and benefit from
the vast opportunities brought by the continual growth in the PRC economy and
the PRC's accession to the World Trade Organization.

The Company has no current plans (i) for the purchase or sale of any plant or
equipment, (ii) to make any changes in the number of employees, or (iii) incur
any significant research and development expenses. The Company's plans may
change if it is able to identify and acquire a suitable business acquisiton.

Capital Resources and Liquidity.

As of August 31, 2004, we had total assets of $1,848. Management believes it has
sufficient resources to meet the anticipated needs of the Company's operations,
such as maintaining its required continuous disclosure and reporting
requirements with the Securities and Exchange Commission, for the next twelve
months, though there can be no assurances to that effect. We have no revenues
and our need for capital may change dramatically if we acquire a suitable
business opportunity during that period. Therefore, we plan to rely on
shareholder loans and the raising of debt or equity capital to continue our
operations. There is no assurance we will be successful in raising the needed
capital. Notwithstanding same, Mr. Li, our President has orally agreed to fund
our operations for the next twelve months.

On May 25, 2000, we loaned $1,117,602 to Teltran International Group, Ltd.
Teltran was a publicly held company presently trading on the NASD OTC Bulletin
Board, and some of its stockholders and officers own approximately 42% of
Relocate. The related stockholders and officers were Jimmy Tubbs and Byron
Lerner who was the President and Chief Executive Officer of Teltran. The loan
matured November 25, 2000 with interest at 9-1/2% annually and is secured by a
promissory note. The reason we made this investment was that we had extra funds
at such time and we believed this note was a strong investment and would provide
a good return on our investment In addition, the note was secured by 600,000
shares each of common stock of Teltran and Antra Holdings Group, Inc. Antra was
also a publicly held company traded on the NASD OTC Bulletin Board and therefore
we believed that we had enough security for this loan. Teltran owns the Antra
shares which were acquired in April, 1999 when each company originally exchanged
2,000,000 shares of their common stock. Additionally, Teltran pledged its one
share of Teltran Web Factory, Ltd., a wholly owned foreign subsidiary of
Teltran. Neither Teltran International Group, Ltd. or Antra Holdings Group, Inc.
trade on the OTC Bulletin Board. The Teltran shares are currently trading on the
Pink Sheets with a market price of $.004 per share and Antra Holdings Group
shares are trading on the Pink Sheets

with a market price of $.005. As a result of the default on this loan we
suffered a total loss of $1,117,602 plus interest.

Teltran also issued to Relocate 250,000 warrants exercisable from May 25, 2000
to May 24, 2005 to purchase Teltran common stock at a price of $1.10 per share.
Teltran defaulted on the loan. As settlement for such default, Teltran agreed to
sell its interest in Teltran Web Factory, Ltd to the NCT Group Ltd., a
Connecticut company, for preferred stock in NCT (Note that at the time of the
transaction, NCT Group, Inc., the consolidated public company, had a common
stock trading value of $0.2475 per share, but a negative book value. NCT Group,
Inc. subsequently retired its preferred stock during the year ended December 31,
2001). Such preferred stock was transferred to us as consideration for
settlement for repayment of the loan and our agreement to tender our interest in
Teltran Web Factory, Ltd. We then used all of such preferred NCT shares to buy
out all common stock and warrants in Relocate 411.com belonging to the original
investors as follows:

- --------------------------------------------------------------------------------
Name Dollars Shares Warrants
- --------------------------------------------------------------------------------
Austost Anstalt Schaan $ 500,000 1,500,000 1,500,000
- --------------------------------------------------------------------------------
Balmore Funds, S.A $ 500,000 1,500,000 1,500,000
- --------------------------------------------------------------------------------
Amro International, S.A $ 250,000 791,250 791,250
- --------------------------------------------------------------------------------
ICT N.V $ 50,000 150,000 150,000
- --------------------------------------------------------------------------------
Leval Trading, Inc. $ 150,000 450,000 450,000
- --------------------------------------------------------------------------------
Nesher, Inc. $ 50,000 150,000 150,000
- --------------------------------------------------------------------------------
Talbiya B. Investments $ 50,000 166,500 166,500
- --------------------------------------------------------------------------------
Libra Finance, S.A -- 198,000 198,000
- --------------------------------------------------------------------------------
J. Hayut -- 139,500 139,500
- --------------------------------------------------------------------------------
Hyett Capital Ltd. -- 69,750 69,750
- --------------------------------------------------------------------------------

None of these entities set forth above are affiliated to us or either Byron and
Darrell Lerner. Although we lost money on this loan to Teltran, as part of the
settlement for this default we received preferred shares in NCT which we were
able to use to cancel the 5,115,000 outstanding shares and 5,115,000 outstanding
warrants set forth above. Based on the last filing undertaken by NCT, the
following sets forth the officers, directors and principal shareholders of NCT:

Michael J. Parrella
John J. McCloy
Sam Oolie
Irene Lebovics
Cy E. Hammond
Jonathan M. Charry
Mark Melnick
Carole Salkind
Crammer Road LLC
Alpha Capital Aktiengesellschaft
Acme Associates, Inc.
Libra Finance S.A.
Austost Anstalt Schaan
Balmore S.A.

To summarize the above related party transaction, Relocate411.Com loaned 1.2
million dollars to Teltran in 2000. Teltran and Relocate had common investors.
Relocate received stock in Teltran and Antra as security for such loan. An
additional part of the security was Teltran's 1 share ( representing full
ownership) of the Web Factory Ltd., a UK company. Teltran proceeded to sell the
Web Factory to NCT Group Ltd (NCTI) for about 10 million dollars in NCT
preferred stock in a pending NCT offering in the UK (The Artera Group was the
name of the UK subsidiary being created by NCT).

Teltran was subsequently unable to pay back the loan and it was agreed that
Relocate would receive several million pounds of the preferred stock in this
offering in return for Teltran defaulting on the loan as full settlement, and in
return for Relocate relinquishing the collateral (the Web Factory ownership).
That full amount of NCT preferred stock was then used to buy out the original
investors at which point their shares were returned and cancelled. The stock in
Teltran and Antra has no real market value. The related stockholders and
officers were Jimmy Tubbs and Byron Lerner who was the President and Chief
Executive Officer of Teltran.

Cash Requirements and Additional Funding

Period from December 19, 1997 (date of inception) through November 30, 2003

Our cumulative net losses since the inception are attributable to the fact that
we have not derived any revenue from operations to offset our business
development expenses.

Net loss since inception has amounted to $265,925, primarily consisting of
salaries, accounting and legal fees, website development fees, rent and general
administrative expenses. The accounting and legal expenses were in connection
with our annual and quarterly regulatory filings.

Twelve months ended November 30, 2003 and November 30, 2002

Development stage income during the twelve months ended November 30, 2003 was $0
as compared to $0 for the twelve months ended November 30, 2002. Expenses for
the twelve months ended November 30, 2003 were $17,927 primarily consisting of
accounting and legal fees which were related to our quarterly regulatory
filings. Expenses for the twelve months ended November 30, 2002 were $15,280
primarily consisting of accounting and legal fees in connection with our daily
operations and quarterly regulatory filings.

Nine months ended May 31, 2004 and May 31, 2003

Development stage income during the nine months ended August 31, 2004 was $0 as
compared to $0 for the nine months ended August 31, 2003. Expenses for the nine
months ended August 31, 2004 were $137,290 primarily consisting of accounting
and legal fees which were related to our SEC regulatory filings, payments to Mr.
Darryl Lerner under his consulting agreement and other expenses related to the
acquisition of 98% of our outstanding common stock by Jandah, GWH and GBT.
Expenses for the nine months ended August 31, 2003 were $10,634 primarily
consisting of accounting and legal fees in connection with our daily operations
and quarterly regulatory filings.

DESCRIPTION OF BUSINESS

A Summary Of What We Do

During the past year, our operations have been devoted primarily to developing a
business plan, developing and designing our website, preparing to bring the
website online and raising capital for future operations and administrative
functions. The Company's plan of operation for the next twelve months is to
identify and acquire a favorable business opportunity. The Company does not plan
to limit its options to any particular industry, but will evaluate each
opportunity on its merits.

At present we have no real property and we maintain an office at the offices at
c/o DeHeng Chen Chan, LLC, 225 Broadway, Suite 1910, New York, New York 10007.
Our telephone number is (212) 608-6500.

Predecessor

On December 19, 1997, we were organized in the State of Delaware under the name
of Stateside Fundings, Inc. We initially adopted a fiscal year ending November
30. On January 26, 2000, the stockholders of Relocate411.com, Inc, a New York
corporation, completed a merger and stock exchange with us. At the same time as
the merger, we issued 5,175,000 shares of our common stock pursuant to a private
placement offering and received net proceeds of 1,354,250.

The net proceeds received were after a payment of $150,000 to redeem 4,100,000
shares of our common stock from our founder. As part of the merger and stock
exchange, we issued 6,600,000 shares of our common stock to the shareholders of
Relocate411.com, Inc, (New York corporation) in exchange for receiving all of
the shares (66 shares) of Relocate411.com, Inc. Relocate411.com, Inc. became our
wholly owned subsidiary. On January 27, 2000, we filed a certificate of
amendment changing our name to Relocate411.com, Inc.

Relocate411.com, Inc., the New York corporation was a predecessor of our company
as that term is defined by Item 405 of Regulation C. Relocate 411.com, Inc, the
New York corporation, which was incorporated in August 1999, had the same
business plan as us in that it was a are a development stage Internet based
company whose goal is to develop a web site to be utilized in various real
estate services such as relocation, listings of real estate sales or rentals,
mortgage information and other real estate related information or content. As
set forth the merger between us and Relocate411.com, Inc., New York corporation,
was completed in January 2000. Prior to such time the business plan of Stateside
Fundings, Inc. was to function as a "blank check company" as that term is
defined in Rule 419 of Regulation C. None of the promoters of the blanks check
company, Stateside Fundings, Inc., were related in any way to the officers,
directors, affiliates or associates of our present company.

We have not yet entered into any agreement, nor does it have any commitment to
enter into or become engaged in any transaction as of the date of this filing.

On January 26, 2000, the stockholders of Relocate411.com, Inc., a New York
Corporation, completed a merger and stock exchange with Stateside Fundings,
Inc., a Delaware Corporation. Pursuant to same, Stateside Fundings filed
Articles of Amendment changing our name to Relocate 411.com, Inc. None of the
promoters of the blanks check company, Stateside Fundings, Inc., were related in
any way to the officers, directors, affiliates or associates of our present
company.

GWH also acquired an aggregate of 450,000 shares of common stock for an
aggregate purchase price of $11,250 from each of Barry Manko (250,000 shares)
and Grushko & Mittman (200,000 shares).

Our Strategy

Employees

We will employ additional people as we continue to implement our plan of
operation. None of our employees are covered by a collective bargaining
agreement, and we believe that our relationship with our employees is
satisfactory.

Description of Property

We currently use office space in a building located at c/o DeHeng Chen Chan,
LLC, 225 Broadway, Suite 1910, New York, New York 10007. We do not have a formal
lease with DeHeng Chen Chan, LLC.

LEGAL PROCEEDINGS

To the best of our knowledge, there are no known or pending litigation
proceedings against us.

MANAGEMENT

Set forth below is information regarding directors (excluding those directors
that have resigned as identified above), director appointments and the executive
officers of the Company:

- --------------------------------------------------------------------------------
Name Age Position
- --------------------------------------------------------------------------------
Li Kin Shing 46 CEO; President; Director
- --------------------------------------------------------------------------------

Mr. Li is CEO, President and a director of the Company. Mr. Li acts as the
Chairman of Directel Limited, a mobile virtual network operator with operations
primarily in the People's Republic of China, including the Hong Kong

market. Mr. Li is also a director of International Elite Limited, one of the
largest centralized single-call location outsourcing customer service call
centers in Guangzhou province of the PRC. Mr. Li has served as a member of the
board of directors of UTStarcom, Inc., a publicly traded company listed on the
Nasdaq National Market (Symbol: UTSI) which designs, manufactures and markets
broadband, narrowband and wireless access technology. Mr. Li also served as the
chief executive officer of on of UTSI's subsidiaries, UTStarcom Hong Kong
Limited.

Corporate Governance

The Board

During our fiscal year and calendar year 2003, the Company's Board consisted of
a sole director, Darrell Lerner. As of June 4, 2004, Mr. Li become our sole
director and Mr. Lerner resigned. In accordance with the Delaware General
Corporation Law and the Company's Certificate of Incorporation and Bylaws, the
Company's business and affairs are managed under the direction of the Board.

Meetings of the Board

The Company's Board consisted of a sole director during the fiscal year ended
November 30, 2003 and the calendar year ended December 31, 2003 and the nine
months ended August 31, 2004 and the calendar year ending December 31, 2004, and
therefore, no Board meetings were held and all resolutions were adopted by
unanimous written consent.

Committees of the Board

Since the Company's Board consists of a sole director, the board did not
establish any committees.

Policy Regarding Director Attendance At Annual Meetings

The Company does not have a formal policy regarding the Board attendance at
annual meetings but the sole director attended last year's annual meeting in his
capacity as stockholder and director.

Stockholder Communications With the Board

The Board currently does not have a formal process for stockholders to send
communications to the Board. Nevertheless, the Board desires that the views of
stockholders are heard by the Board and that appropriate responses are provided
to stockholders on a timely basis. The Board does not recommend that formal
communication procedures be adopted at this time because it believes that
informal communications are sufficient to communicate questions, comments and
observations that could be useful to the Board. However, stockholders wishing to
normally communicate with the Board may send communications directly to: c/o
DeHeng Chen Chan, LLC 225 Broadway, New York, NY, 10007; Attention: Xiaomin
Chen, Esq.

Compensation of Directors and Executive Officers

No executive officer in office received aggregate cash compensation exceeding
$100,000 during the fiscal year ended November 30, 2003 or the calendar year
ended December 31, 2003. Darrell Lerner has been our President, Chief Executive
Officer and Treasurer since inception until his resignation, effective May 21,
2004. To date, we have not entered into any employment agreements with our
officers and do not presently intend to do so. Mr. Lerner received $21,000 in
restricted corporate stock as compensation for services performed during the
2001 fiscal year. Other than that, no compensation was paid to any directors or
officers in the years 2001, 2002 and 2003. We are not planning to pay any
compensation to our directors and officers in 2004.

Notwithstanding the foregoing, we entered into a Consulting Agreement with
Darrell Lerner, our former director, officer and 10% holder, effective May 21,
2004. Under the terms of his agreement, Mr. Lerner will provide us assistance
with certain post-transaction and transaction activities and transition matters
in connection with the consummation of transactions whereby Jandah, GWH and GBT
purchased an aggregate of 98% of our issued and outstanding capital stock as
well as other matters. The Consulting Agreement was a condition to closing of
the acquisition by Jandah, GWH and GBT. Pursuant to the Consulting Agreement,
Mr. Lerner's services shall be retained for a period of six (6) months (the
agreement is not renewable). Mr. Lerner will be paid an aggregate of $150,000
for services rendered under the Consulting Agreement, payable in equal monthly
installments.

SUMMARY COMPENSATION TABLE

Long Term All Other
Annual Compensation Compensation Awards Compensation ($)
----------------------- ----------------------------------- ----------------
Securities
Name and Restricted Stock Underlying
Principal Position Year Salary ($) Bonus ($) Awards ($) Options (#)
- ------------------ ---- ---------- --------- ---------- -----------

Darrell Lerner 2001 0 0 $21,000 0 0
President, Chief Executive 2002 0 0 0 0 0
Officer and Treasurer(2) 2003 0 0 0 0 0
--

- ----------
(1) Our fiscal year ends November 30.

(2) Mr. Lerner is no longer our President, Chief Executive Officer and
Treasurer, effective May 21, 2004. Upon his resignation, Mr. Li Kin Shing was
appointed as our CEO, President and is currently our sole officer.

Our stockholders may in the future determine to pay our directors' fees and
reimburse our directors for expenses related to their activities.

Stock Options

We did not grant stock options in fiscal years 2001, 2002 or 2003 to any
director or executive officer.

Executive Employment Contracts

We do not currently have any employment agreements with any of our officers, nor
are we planning to execute such agreements in the future.

Equity Compensation Plan Information

The Company's has not adopted any equity compensation plans.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information, as of the Notice Date, with
respect to persons known to the Company to be the beneficial owners, directly
and indirectly, of more than five percent (5%) of the Company's Common shares
and beneficial ownership of such Common shares by directors and executive
officers of the Company.

Number of Shares Percent of
of Common shares Common shares
Name of Beneficial Owner Beneficially Owned Beneficially Owned
-------------------------------- ------------------ ------------------

Jandah Management Limited 9,276,000 82.8%
Glory Ways Holdings Limited 846,000 7.5%
Good Business Technology Limited 854,000 7.6%
Darrell Lerner (3) 224,000 2.0%
Li Kin Shing (4) 9,276,000 82.8%
All directors and executive 9,276,000 82.8%
officers as a group (1 person)

(1) As required by regulations of the SEC, the number of shares in the table
includes shares which can be purchased within 60 days, or, shares with respect
to which a person may obtain voting power or investment power within 60 days.
Also required by such regulations, each percentage reported in the table for
these individuals is calculated as though shares that can be purchased within 60
days have been purchased by the respective person or group and are outstanding.

(2) Pursuant to an arrangement that will result in a change of control of the
Company, as described in "Change of Control" above.

(3) Mr. Lerner resigned from his position as director, President, Chief
Executive Officer and Treasurer effective May 21, 2004, and Mr. Lerner resigned
as the sole director on June 4, 2004.

(4) Mr. Li was appointed as the president of the Company upon Mr. Lerner's
resignation as President, Chief Executive Officer, Treasurer and director. Under
SEC rules, Mr. Li is considered to be the indirect beneficial owner of the
shares held by Jandah Management Limited, since he is the sole shareholder of
Jandah Management Limited and as such, possesses sole investment and voting
power over the Company's shares held by it.

SELLING SECURITY HOLDERS

The common shares being offered for resale by the selling security holders
consist of the 1,000,000 common shares originally sold to investors in the
Regulation D Rule 506 private placement of common stock undertaken by the
Company in July 2002 and the 250,000 common shares originally issued as common
stock to Anslow & Jaclin, LLP in September 2002 for services rendered to us.
None of the selling security holders have had within the past three years any
position, office or other material relationship with us or any of our
predecessors or affiliates.

The following table sets forth the name of the selling security holders, the
number of common shares beneficially owned by each of the selling security
holders as of November 8, 2004 and the number of common shares being offered by
the selling security holders. The common shares being offered hereby are being
registered to permit public secondary trading, and the selling security holders
may offer all or part of the common shares for resale from time to time.
However, the selling security holders are under no obligation to sell all or any
portion of such common shares nor are the selling security holders obligated to
sell any shares immediately upon effectiveness of this prospectus.

- -------------------------------------------------------------------------------------------------------------------
Percent of
Common Common Common
Shares Shares Common Shares
owned prior Owned Prior Shares Owned After
Name of selling security holder to offering (1) to Offering to be Sold (2) Offering Percent (1)
- -------------------------------------------------------------------------------------------------------------------

Glory Ways Holdings Limited 846,000 7.5% 396,000 450,000 4.0%
- -------------------------------------------------------------------------------------------------------------------
Good Business Technology Limited 854,000 7.6% 854,000 0 0%
- -------------------------------------------------------------------------------------------------------------------

(1) Assumes that all of the common shares offered in this prospectus are sold
and no other common shares are sold or issued during the offering period.

(2) Represents shares of common stock purchased from the following selling
security holders previously listed in this prospectus whose shares are covered
hereby (collectively, the "Prior Selling security holders") as common shares
issued in our reincorporation as a BVI company: (i) Anslow & Jaclin, LLP, Frank
Massaro, Michael and Thelma Hartman, Nicholas A. Waslyn, Eric Tjaden, Margaret
Indelicato, Juan C. Morales, Sheldon Shalom, Patricia Faro and Philip Mazzella,
whose shares were acquired in a private transaction by Glory Way Holdings
Limited, and (ii) Richard Zapolski, William Grimm, Richard Volpe, Mark J.
Parendo, Mitch Hershkowitz, Kristine Gentile, Robert M. J. Hartman, Danielle L.
Hartman, Martin Miller, Dolores E. Miller, Dolores E. Miller a/c/f Dillon Engel,
Drew Goldberg, Carol Sitte, Karen Pasteressa a/c/f Samantha Pasteressa, Desert
Green, Inc., Robert Giambrone, Anthony Giambrone, Melvin D. Bernstein, Linda
Bernstein, Beth Sussman, Jeffrey Wenzel, Tracey Wenzel, Harold Sussman, Amy
Sussman, Meg L. Sussman, Barry Manko and Grushko & Mittman, P.C., whose shares
were acquired in a private transaction by Good Business Technology Limited.

None of the selling security holders (and none of the Prior Selling security
holders) are (were) broker-dealers or are (were) affiliated with broker-dealers.

PLAN OF DISTRIBUTION

Our selling security holders must sell at a fixed price of $.025 per share until
our common shares are quoted on the OTC Bulletin Board, and thereafter, at
prevailing market prices. The shares may be sold or distributed from time to
time by the selling security holders directly to one or more purchasers or
through brokers, dealers or underwriters who may act solely as agents or may
acquire shares as principals, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices, at negotiated prices or at
fixed prices, which may be changed. We will file a post-effective amendment if
the selling shareholders enter into an agreement, after effectiveness, to sell
their shares to a broker-dealer. In addition, if these shares being registered
for resale are transferred from the named selling shareholders and the new
shareholders wish to rely on the prospectus to resell these shares, then a
post-effective amendment will be filed naming these individuals as selling
shareholders in accordance with the information required by Item 507 of
Regulation S-B. The distribution of the shares may be effected in one or more of
the following methods:

o ordinary brokers transactions, which may include long or short
sales,

o transactions involving cross or block trades on any securities or

o market where our common shares are trading,

o purchases by brokers, dealers or underwriters as principal and
resale

o by such purchasers for their own accounts pursuant to this
prospectus,

o "at the market" to or through market makers or into an existing
market

o for the common shares,

o in other ways not involving market makers or established trading

o markets, including direct sales to purchasers or sales effected

o through agents,

o through transactions in options, swaps or other derivatives (whether

o exchange listed or otherwise), or

o any combination of the foregoing, or by any other legally available

o means.

In addition, the selling security holders may enter into hedging transactions
with broker-dealers who may engage in short sales, if short sales were
permitted, of shares in the course of hedging the positions they assume with the
selling security holders. The selling security holders may also enter into
option or other transactions with broker-dealers that require the delivery by
such broker-dealers of the shares, which shares may be resold thereafter
pursuant to this prospectus.

Our common shares are not traded on any national stock exchange and in
accordance with Rule 457, the offering price was determined by the price selling
shareholders (except Anslow & Jaclin, LLP) purchased shares in our July 2002
private placement memorandum.

Brokers, dealers, underwriters or agents participating in the distribution of
the shares may receive compensation in the form of discounts, concessions or
commissions from the selling security holders and/or the purchasers of shares
for whom such broker-dealers may act as agent or to whom they may sell as
principal, or both (which compensation as to a particular broker-dealer may be
in excess of customary commissions). The selling security holders and any
broker-dealers acting in connection with the sale of the shares hereunder may be
deemed to be underwriters within the meaning of Section 2(11) of the Securities
Act of 1933, and any commissions received by them and any profit realized by
them on the resale of shares as principals may be deemed underwriting
compensation under the Securities Act of 1933.

Neither the selling security holders nor we can presently estimate the amount of
such compensation. We know of no existing arrangements between the selling
security holders and any other stockholder, broker, dealer, underwriter or agent
relating to the sale or distribution of the shares.

We will not receive any proceeds from the sale of the shares of the selling
security holders pursuant to this prospectus. We have agreed to bear the
expenses of the registration of the shares, including legal and accounting fees,
and such expenses are estimated to be approximately $15,100.

Scope of Regulation M Trading Restrictions

Rule 101 of Regulation M applies trading restrictions to distribution
participants and their affiliated purchasers, while Rule 102 of Regulation M
makes such trading restrictions applicable to issuers, selling security holders
and their affiliated purchasers. Specifically, these rules make it unlawful for
such persons, during the applicable restricted period, to bid for, purchase, or
attempt to induce any person to bid for or purchase any "covered security."
Regulation M provides that an affiliated purchaser of an issuer or selling
security holder that also is a distribution participant may comply with Rule
101, and not Rule 102, as long as the affiliated purchaser is not the issuer or
selling security holder of the distributed securities.

Regulation M defines "covered securities" to include (i) the security that is
the subject of a distribution and (ii) "reference securities." The term
"reference security" is defined as a security into which a subject security
(i.e., the security that is the subject of the distribution) may be converted,
exchanged or exercised, or which, under the terms of the subject security, may
in whole or significant part determine the value of the subject security,
including an equity-linked security.

The periods during which the restrictions of Rules 101 and 102 apply are
triggered by the time of pricing of the subject security, rather than the
commencement of offers and sales. Specifically, for a security covered by Rules
101 and 102, the trading restrictions apply only during a "restricted period"
that commences on one business day (for a security with a value of average daily
trading volume ("ADTV") over a two calendar month period or 60-day rolling
period of $100,000 or more, of an issuer whose outstanding common equity
securities have a public float value of $25 million or more) or five business
days (for all other securities) prior to the day of pricing of the offered
security (or the date on which the person becomes a distribution participant, if
later).

Excepted Activities. The following activities are excepted from the trading
restrictions of Rule 101 and, therefore, may be conducted by a distribution
participant and its affiliated purchasers during a distribution. The activities
permitted by these exceptions, however, remain subject to the general antifraud
and anti-manipulation provisions of the Securities Act and the Exchange Act.

1. Research. Rule 101 provides an exception for research whereby written
information, opinions and recommendations that satisfy Rules 138 or 139 under
the Securities Act may be published or disseminated by a distribution
participant during the restricted period. This exception codifies a current SEC
staff interpretation

regarding research under Rule 10b-6, although the current interpretation's
restriction on issuing a more favorable recommendation for research issued in
reliance on paragraph (a) of Rule 139 has been rescinded. The SEC clarified that
this exception is available whether or not the distributed securities are
registered under the Securities Act.

2. Passive Market Making/Stabilization Transactions. Also excepted from Rule 101
are transactions that comply with the terms and provisions of Rules 103 or 104
of Regulation M involving NASDAQ passive market making and stabilization,
respectively. Rules 103 and 104 are discussed below.

3. Odd-Lot Transactions. The exception for odd-lot transactions contained in
Rule 10b-6(a)(4)(iv) has been expanded under Rule 101 to permit distribution
participants to bid for and purchase odd-lots during the applicable restricted
period, and to offset odd-lot transactions in connection with odd-lot tender
offers made pursuant to Rule 13e-4(h)(5) under the Exchange Act.

4. Exercises of Securities. The exercise of any option, warrant, right or
conversion privilege set forth in the instrument governing a security also is
excepted. Because bids for purchases of rights are excepted from Rule 101, and
in light of the treatment of derivative securities under Regulation M, the SEC
rescinded Rule 10b-8, which restricted purchases of rights and regulated sales
of covered securities. Bids for and purchases of a security that is the subject
of a rights distribution will continue to be restricted.

5. Unsolicited Transactions. Brokerage transactions that do not involve the
solicitation of customers' orders, in addition to certain unsolicited principal
purchases, are excepted from Rule 101. This exception differs from the analogous
Rule 10b-6 exception in that the purchases may not be effected on a securities
exchange, or effected through an inter-dealer quotation system or electronic
communications network ("ECN"). To qualify for this exception, however, the
purchases need not be of "block" size.

6. Basket Transactions. Purchases of covered securities that are made in
connection with a bona fide basket transaction are excepted from Rule 101,
subject to certain conditions.

7. De Minimis Transactions. Rule 101 excepts inadvertent violations of the rule
that have no market impact. For purposes of this exception, a de minimis
transaction is a bid that was not accepted, or one or more purchases, other than
those of a passive market marker, that in the aggregate total less than 2% of
the security's ADTV. This exception is available only to firms with established
and enforced written policies and procedures reasonably designed to achieve
compliance with Rule 101.

8. Transactions in Connection with the Distribution. Analogous to a Rule 10b-6
exception, Rule 101 provides an exception for transactions among distribution
participants and for purchases from an issuer or selling security holder that
are effected in connection with the distribution but are not effected on a
securities exchange, or through an inter-dealer quotation system or ECN.

9. Offers to Sell and Solicitation of Offers to Buy. Also excepted from Rule 101
are offers to sell and the solicitation of offers to buy the securities being
distributed. This exception also applies to securities that are offered as
principal by the person who makes the offer or solicitation.

10. Transactions in Rule 144A Securities. Additionally, Rule 101 is inapplicable
to transactions in Rule 144A-eligible securities offered or sold in the U.S.
solely to qualified institutional buyers ("QIBs") in transactions exempt from
registration under Section 4(2) of the Securities Act, Regulation D, or Rule
144A under the Securities Act, or to QIBs and to certain non-U.S. persons under
Regulation S during a Section 4(2), Regulation D, or Rule 144A transaction. The
rule does not distinguish between Rule 144A-eligible securities of foreign or
domestic issuers and, as such, represents an expansion of the exception to Rule
10b-6.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Consulting Agreement with Darrell Lerner

We entered into a Consulting Agreement with Darrell Lerner, our former director,
officer and 10% holder, effective May 21, 2004. Under the terms of his
agreement, Mr. Lerner will provide us assistance with certain post-transaction
and transaction activities and transition matters in connection with the
consummation of transactions whereby certain third party purchasers are
contemplated to purchase an aggregate of 98% of our issued and outstanding
capital stock as well as other matters. Pursuant to the Consulting Agreement,
Mr. Lerner's services shall be retained

for a period of six (6) months (the agreement is not renewable). Mr. Lerner will
be paid an aggregate of $150,000 for services rendered under the Consulting
Agreement, payable in equal monthly installments.

Although we have no present intention to do so, we may, in the future, enter
into other transactions and agreements relating to our business with our
directors, officers, principal stockholders and other affiliates. We intend for
all such transactions and agreements to be on terms no less favorable to us than
those obtainable from unaffiliated third parties on an arm's-length basis. In
addition, the approval of a majority of our disinterested directors will be
required for any such transactions or agreements. As set forth above, we do not
anticipate any related party transactions in the near future. Nevertheless,
should any related party transactions occur while there are no disinterested
board members, Li Kin Shing our sole director and officer, shall continue to
have the sole vote and we shall rely on his integrity, good judgment, and
fiduciary duties to make a fair and equitable decision on our behalf and one
behalf of our stockholders.

Until May 21, 2004, we used office space in a building located at 142 Mineola
Avenue, Roslyn, New York. The primary tenant was Darrell Lerner, our President.
The lease for such premises is in the name of International Global
Communications, Inc., a company owned by Byron Lerner, one of our shareholders
and the father of Darrell Lerner, our sole officer and director. The lease
provides for monthly rental payments of $475 and expired February 28, 2003.
There was an extension period that commenced March 1, 2003 until February 28,
2004 at the rate of $500 per month.

On January 26, 2000, we entered into a Plan and Agreement of Merger ("Merger
Agreement") with Relocate 411.com, Inc., a New York corporation. We acquired all
of the issued and outstanding stock of Relocate in exchange for 6,600,000 shares
of the 12,615,000 shares of our issued and outstanding common stock. We acquired
all of the assets and liabilities of Relocate. Darrell Lerner, our sole officer
and director, Byron Lerner, one of our principal shareholders and Barry Manko
were founders of Relocate411.com, Inc. They each received 2,200,000 shares or an
aggregate of 6 ,600,000 shares. On January 27, 2000, we (the surviving entity)
filed a Certificate of Amendment to our Articles of Incorporation changing our
name to Relocate 411.com, Inc.

Byron Lerner, one of the founding shareholders of Relocate411.com, Inc. and
considered a promoter was banned for 5 years, starting 1987, from the New York
Stock Exchange for unauthorized transactions and churning for transactions that
occurred in 1983 or 1984. Mr. Lerner chose not to contest the decision since was
leaving the industry and he was not suspended by any other exchange. On April
22, 2002, the SEC filed a settled civil action against Byron Lerner, the
Chairman and Chief Executive Officer of Teltran International Group, Ltd. The
SEC alleged that Mr. Lerner caused Teltran to materially overstate its reported
financial results during its fiscal year ended December 31, 1999 and to make
other materially false and misleading statements. Mr. Lerner consented, without
admitting or denying the SEC's allegations, to be permanently enjoined from
violating or aiding and abetting certain violations of the 1933 Securities Act
and the 1934 Exchange Act and Mr. Lerner paid disgorgement and prejudgment
interest of $87,500 and a $50,000 civil penalty.

On the effective date of the Merger Agreement, Nachum Blumenfrucht, our sole
officer and director resigned from our Board of Directors and a new Board of
Directors was appointed. The new Board of Directors consisted of Darrell Lerner,
President, Chief Executive Officer, and Treasurer, and Byron R. Lerner,
Vice-President and Secretary. We redeemed 4,100,000 shares of our common stock
from Nachum Blumenfrucht, our previous sole officer, director and principal
shareholder for $150,000. In September 2002, Anslow & Jaclin, LLP were issued
250,000 shares of our common stock for legal services rendered.

Sheets with a market price of $.005. As a result of the default on this loan we
suffered a total loss of $1,117,602 plus interest.

Teltran also issued to Relocate 250,000 warrants exercisable from May 25, 2000
to May 24, 2005 to purchase Teltran common stock at a price of $1.10 per share.
Teltran defaulted on the loan. As settlement for such default, Teltran agreed to
sell its interest in Teltran Web Factory, Ltd to the NCT Group Ltd., a
Connecticut company, for preferred stock in NCT (Note that at the time of the
transaction, NCT Group, Inc., the consolidated public company, had a common
stock trading value of $0.2475 per share, but a negative book value. NCT Group,
Inc. subsequently retired its preferred stock during the year ended December 31,
2001.). Such preferred stock was transferred to us as consideration for
settlement for repayment of the loan and our agreement to tender our interest in
Teltran Web Factory, Ltd. We then used all of such preferred NCT shares to buy
out all common stock and warrants in Relocate 411.com belonging to the original
investors as follows:

--------------------------------------------------------------------
Name Dollars Shares Warrants
--------------------------------------------------------------------
Austost Anstalt Schaan $ 500,000 1,500,000 1,500,000
--------------------------------------------------------------------
Balmore Funds, S.A. $ 500,000 1,500,000 1,500,000
--------------------------------------------------------------------
Amro International, S.A. $ 250,000 791,250 791,250
--------------------------------------------------------------------
ICT N.V. $ 50,000 150,000 150,000
--------------------------------------------------------------------
Leval Trading, Inc. $ 150,000 450,000 450,000
--------------------------------------------------------------------
Nesher, Inc. $ 50,000 150,000 150,000
--------------------------------------------------------------------
Talbiya B. Investments $ 50,000 166,500 166,500
--------------------------------------------------------------------
Libra Finance, S.A. -- 198,000 198,000
--------------------------------------------------------------------
J. Hayut -- 139,500 139,500
--------------------------------------------------------------------
Hyatt Capital Ltd. -- 69,750 69,750
--------------------------------------------------------------------

We have no plans to issue any additional securities to management, promoters,
affiliates or associates at the present time. If our Board of Directors adopts
an employee stock option or pension plan, we may issue additional shares
according to the terms of this plan. Although we have a very large amount of
authorized but un-issued common stock, we intend to reserve this stock to
implement our plan of operations to pursue telecom opportunities in the PRC,
including Hong Kong. We may attempt to use shares as consideration, instead of
cash. We may issue shares if we engage in a merger or acquisition or we may
issued shares as consideration for services rendered to us or in other
transactions in the normal course of business. In such a case, an indeterminate
amount of unissued stock may be issued by us. We currently have no plans to
acquire or merge with another company.

We have no present intention of acquiring any assets by any promoter, management
or their affiliates or associates.

There are no arrangements or agreements between non-management shareholders and
management under which non-management shareholders may directly or indirectly
participate in or influence our affairs. In the future, we will present all
possible transactions between the Company and its officers, directors or 5%
stockholders, and their affiliates to the Board of Directors for its
consideration and approval. Any such transaction will require approval by a
majority of the directors and such transactions will be on terms no less
favorable than those available to disinterested third parties.

DESCRIPTION OF SECURITIES

The following is a summary description of our capital stock and certain
provisions of our memorandum of association and articles of association, copies
of which have been incorporated by reference as exhibits to the registration
statement of which this prospectus forms a part. The following discussion is
qualified in its entirety by reference to such exhibits.

General

Our Memorandum of Association authorize us to issue up to 50,000,000 common
shares, $0.01 par value per share and 10,000,000 preferred shares, par value
$0.01per share. As of November 8, 2004, there were 11,200,000 common shares
outstanding and no preferred shares issued and outstanding.

Common Shares

Voting

The holders of the common shares are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders. Our memorandum of
association and articles of association do not provide for cumulative voting
rights in the election of directors. Accordingly, holders of a majority of the
common shares entitled to vote in any election of directors may elect all of the
directors standing for election. Holders of common shares are entitled to
receive ratably such dividends as may be declared by the Board out of funds
legally available therefore. In the event of our liquidation, dissolution or
winding up, holders of common shares are entitled to share ratably in the assets
remaining after payment of liabilities. Holders of common shares have no
preemptive, conversion or redemption rights.

Liquidation Rights

Upon our liquidation or dissolution, each outstanding common share will be
entitled to share equally in our assets legally available for distribution to
shareholders after the payment of all debts and other liabilities.

Dividend Rights

We do not have limitations or restrictions upon the rights of our Board of
Directors to declare dividends, and we may pay dividends on our shares of stock
in cash, property, or our own shares, except when we are insolvent or when the
payment thereof would render us insolvent subject to the provisions of the
Delaware Statutes. We have

not paid dividends to date, and we do not anticipate that we will pay any
dividends in the foreseeable future. Voting Rights.

Holders of our Common Shares are entitled to cast one vote for each share held
of record at all shareholders meetings for all purposes.

Other Rights

Common Shares are not redeemable, have no conversion rights and carry no
preemptive or other rights to subscribe to or purchase additional Common Shares
in the event of a subsequent offering.

Paragraph 9 of the Articles provides that if at any time the authorized share
capital is divided into different classes or series of shares, the rights
attached to any class or series may be varied with the consent in writing of the
holders of not less than three-fourths of the issued shares of that class or
series and three-fourths of the issued shares of any other class or series of
shares which may be affected by such variation.

There are no other material rights of the common shareholders not included
herein. There is no provision in our charter or by-laws that would delay, defer
or prevent a change in control of us. We have not issued debt securities. We do
not have any outstanding options or warrants to purchase, or securities
convertible into, our shares of common stock. The prospectus is registering
1,250,000 common shares for selling security holders and is not registering any
additional shares. Since each shareholder acquired the shares more than one year
ago, they can each sell their shares pursuant to Rule 144 under the 1933
Securities Act.

We presently have 4 shareholders of record for our common shares.

Preferred Shares

We have no preferred shares issued and outstanding. The description of the
preferred shares is identical to the description of the common shares.

Rule 144 Shares

As of November 8, 2004, we had a total of 11,200,000 common shares outstanding
and as of November 8, 2004, only 1,250,000 common shares are available for
resale to the public without compliance of Rule 144 (as explained below). Such
shares are comprised of 396,000 shares of our common stock acquired by GWH from
the Prior Selling security holders and 854,000 shares of our common stock
acquired by GBT from the Prior Selling security holders. All such shares may be
sold under this prospectus without complying with the volume and trading
limitations of Rule 144 of the Act.

Jandah acquired 9,276,000 shares of common stock from the three largest
shareholders of the Company, Darrel Lerner, Byron Lerner and James Tubbs. These
shares were acquired by Jandah from affiliates of the Company in a private
transaction and, therefore, will become eligible for resale under Rule 144 on
May 21, 2005.

In general, under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company's common stock for at least one year is entitled to
sell within any three month period a number of shares that does not exceed the
greater of:

1. 1% of the number of shares of the company's common stock then outstanding
which, in our case, would equal approximately 120,000 shares as of the date of
this prospectus; or

2. The average weekly trading volume of the company's common stock during the
four calendar weeks preceding the filing of a notice on form 144 with respect to
the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.

Under Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144. Notwithstanding same, our
affiliates are subject to the volume limitations and trading limitations of Rule
144 regardless of how long they have held such shares.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Memorandum of Association and Articles of Association provide that, to the
fullest extent permitted by British Virgin Islands law or any other applicable
laws, our directors and officers will not be personally liable to us or our
shareholders for any acts or omissions in the performance of their duties. Such
limitation of liability does not affect the availability of equitable remedies
such as injunctive relief or rescission. These provisions will not limit the
liability of directors under United States federal securities laws.

Our predecessor had agreed to indemnify each of its directors and certain
officers against certain liabilities, including liabilities under the Securities
Act of 1933. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our predecessor's directors, officers
and controlling persons pursuant to the provisions described above, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other
than our payment of expenses incurred or paid by our director, officer or
controlling person 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, we will, unless in the opinion of our 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 Securities Act and will be governed by
the final adjudication of such issue.

WHERE YOU CAN FIND MORE INFORMATION

You may read and copy any report, proxy statement or other information we file
with the Commission at the Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the Commission at 1-800-SEC-0330. In addition,
we file electronic versions of these documents on the Commission's Electronic
Data Gathering Analysis and Retrieval, or EDGAR, System. The Commission
maintains a web site at http://www.sec.gov that contains reports, proxy
statements and other information filed with the Commission.

We have filed a registration statement on Form SB-2 with the Commission to
register shares of our common stock to be sold by the selling security holders.
This prospectus is part of that registration statement and, as permitted by the
Commission's rules, does not contain all of the information set forth in the
registration statement. For further information with respect to us or our common
shares, you may refer to the prospectus and to the exhibits and schedules filed
as part of the registration statement. You can review a copy of the registration
statement and its exhibits and schedules at the public reference room maintained
by the Commission, and on the Commission's web site, as described above. You
should note that statements contained in this prospectus that refer to the
contents of any contract or other document are not necessarily complete. Such
statements are qualified by reference to the copy of such contract or other
document filed as an exhibit to the registration statement.

TRANSFER AGENT

We have appointed Corporate Stock Transfer as our transfer agent and registrar
for our common shares. Corporate Stock Transfer is located at 3200 Cherry Creek
Drive, Suite 430 Denver, Colorado 80209 and the phone number is (303)282-4800.

LEGAL MATTERS

The validity of the shares of common stock offered in this prospectus has been
passed upon for us by DeHeng Chen & Chan, LLC, 225 Broadway, Suite 1910, New
York, NY 10007. Their telephone number is (212) 608-6500. DeHeng Chen & Chan,
LLC does not any shares of our common shares.

EXPERTS

The audited financial statements for the fiscal year ended November 30, 2003,
included in this prospectus included elsewhere in the registration statement
have been audited by Gately & Associates, LLC and the audited financial
statements for the fiscal year ended November 30, 2002 included in this
prospectus included elsewhere in the registration statement have been audited by
Marvin Kirschenbaum, Certified Public Accountant, as stated in their respective
reports appearing herein and elsewhere in the registration statement (which
reports each expresses an unqualified opinion and includes an explanatory
paragraph referring to the Company's recurring losses from operations which
raise substantial doubt about its ability to continue as a going concern), and
have been so included in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

Effective June 23, 2004, our Board of Directors dismissed Gately & Associates,
LLC ("Gately") as our independent accountant. The Board of Directors approved
Clancy and Co., P.L.L.C. ("Clancy") as our new independent accountants effective
that same date. The change was recommended and approved by our Audit Committee
on June 23, 2004 in response to our change in control.

The audit report of Gately on the Company's financial statements for the most
recent fiscal year ending November 30, 2003, did not contain any adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles, except such reports were modified to
include an explanatory paragraph for a going concern uncertainty. During the
fiscal year ended November 30, 2003, and the subsequent interim period through
June 21, 2004 (i) there were no disagreements with Gately on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Gately, would have caused such firm to make reference to the subject matter of
the disagreements in connection with its report on our financial statements and
(ii) there were no such events as described under Item 304(a)(1)(iv) of
Regulation S-B.

On June 21, 2004, Clancy was elected to succeed Gately & Associates, LLC as our
certifying accountant and retained to audit our financial statements for the
year ending November 30, 2004. During the two most recent fiscal years,
including the subsequent interim period through June 21, 2004, our company has
not consulted Clancy with respect to any of the accounting or auditing concerns
stated in Item 304 (a)(2) of Regulation S-B. Since there were no disagreements
or reportable events (as defined in Item 304 (a)(2) of Regulation S-B), we did
not consult Clancy in respect to these matters during the time period detailed
herein. .

On July 7, 2003, the Company replaced Marvin Kirschenbaum, CPA as the
independent auditor for the Company and appointed Gately & Associates as the new
independent auditor for the Company.

Marvin Kirschenbaum, CPA 's report on the financial statements for the year
ended November 30, 2002 contained no adverse opinion or disclaimer of opinion
and was not qualified or modified as to audit scope or accounting principles but
included an explanatory paragraph reflecting an uncertainty because the
realization of a major portion of the Company's assets is dependent upon its
ability to meet its future financing requirements and the success of future
operations.

During the most recent fiscal year and interim period subsequent to November 30,
2002, there have been no disagreements with Marvin Kirschenbaum, CPA on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which disagreements if not resolved to the
satisfaction of Marvin Kirschenbaum, CPA would have caused them to make
reference in their reports on the financial statements for such periods.

On February 14, 2003, Don Fuch as resigned as the independent auditor for the
Company and Marvin Kirschenbaum, CPA was appointed as the new independent
auditor for the Company.

Don Fuchs, CPA reports on our financial statements for the fiscal years ended
November 30, 2001 and November 20, 2000 and through August 31, 2002 contains no
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.

For the most recent fiscal year and any subsequent interim period through Don
Fuchs' resignation on February 14, 2003, there have been no disagreements with
Don Fuchs' on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which disagreements if not
resolved to the satisfaction of Don Fuchs' would have caused them to make
reference in their reports on the financial statements for such periods.

CHINA ELITE INFORMATION CO., LTD.
INDEX TO FINANCIAL STATEMENTS

FORM SB-2/A

THE THREE AND NINE MONTH PERIODS ENDED AUGUST 31, 2004
AND THE YEAR AS OF NOVEMBER 30, 2003 AND NOVEMBER 30, 2002

Interim Balance Sheet, As of August 31, 2004 F-1

Interim Statement of Operations, For the three and nine mont1hs Ended
August 31, 2004 and for the Period From Inception (December 19,
1997) Through August 31, 2004 F-2

Interim Statement of Cash Flows, For the nine months Ended August
31, 2004 and for the Period From Inception (December 19, 1997)
Through August 31, 2004 F-3

Notes to Interim Financial Statements F-4 - F-7

Report of Independent Accountant Gately & Associates, LLC F-8

Report of Independent Accountant Marvin Kirschenbaum F-9

Balance Sheet, As of November 30, 2003 and November 30, 2002 F-10

Statement of Operations, For the twelve months ended November 30,
2003 and 2002 and for the Period From Inception (December 19, 1997)
Through November 30, 2003 F-11

Statement of Stockholder' Equity, for November 30, 2003 F-12

Statement of Cash Flows, For the twelve months ended November 30,
2003 and 2002 and for the Period From Inception (December 19, 1997)
Through November 30, 2003 F-13

Notes to Financial Statements F-14 - F-18

CHINA ELITE INFORMATION CO., LTD.
(A Development Stage Company)
INTERIM BALANCE SHEET
(Unaudited)
As of August 31, 2004

(Expressed in U.S. Dollars)

August 31,
2004
----------
ASSETS
Cash --
Property and equipment, net $ 1,848
---------
Total assets $ 1,848
=========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accrued liabilities $ 56,727
Amount due to a stockholder 82,246
Loans payable 14,397
---------
Total current liabilities 153,370
---------

Stockholders' deficiency
Preferred stock, $0.01 par value; authorized 10,000,000 shares;
issued and outstanding: none --
Common stock, $0.01 par value; authorized 50,000,000 shares;
issued and outstanding (11,200,000) 112,000
Additional paid-in capital 140,068
Accumulated deficit during development stage (403,590)
---------
Total stockholders' deficiency (151,522)
---------
Total liabilities and stockholders' deficiency $ 1,848
=========

See condensed notes to financial statements.

CHINA ELITE INFORMATION CO., LTD.
(A Development Stage Company)
INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
For the three and nine months ended August 31, 2004 and 2003
and for the period from inception (December 19, 1997)
through August 31, 2004

(Expressed in U.S. Dollars)

Period from
Inception
Three Months Ended Nine Months Ended through
August 31, August 31, August 31,
2004 2003 2004 2003 2004
----------------------------------------------------------------------------------------

REVENUES

Revenue $ -- $ -- $ -- $ -- $ --
----------------------------------------------------------------------------------------
Total revenues -- -- -- -- --
----------------------------------------------------------------------------------------

EXPENSES

Salaries and benefits -- -- -- -- 181,888
General and administrative 123,749 2,818 137,290 10,634 295,407
----------------------------------------------------------------------------------------
Total expenses 123,749 2,818 137,290 10,634 477,295
----------------------------------------------------------------------------------------

Operating loss (123,749) (2,818) (137,290) (10,634) (477,295)

Provision for income tax (125) (125) (375) (375) (6,900)
Interest expenses -- -- -- -- (53,956)
Interest income -- -- -- -- 134,561
----------------------------------------------------------------------------------------

Net loss $ (123,874) $ (2,943) $ (137,665) $ (11,009) $ (403,590)
========================================================================================

Basic and diluted loss per common share
$ (0.01) $ -- $ (0.01) $ --
=====================================================================

Weighted Average Number of
Common Stock Outstanding
(Basic and Diluted) 11,200,000 11,200,000 11,200,000 11,200,000
=====================================================================

See condensed notes to financial statements.

CHINA ELITE INFORMATION CO., LTD.
(A Development Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
For the nine months ended August 31, 2004 and 2003
and for the period from inception (December 19, 1997)
through August 31, 2004

(Expressed in U.S. Dollars)

Period from
Inception
Nine Months Ended through
August 31, August 31,
2004 2003 2004
-----------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (137,665) $ (11,009) $ (403,590)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and organization costs 1,125 750 11,117
Common stock issued for services -- -- 48,400
Non-cash equity adjustment in reverse merger -- -- (1,483)
Increase in accrued liabilities 45,202 375 56,727
-----------------------------------------------
Net cash flows used in operating activities (91,338) (9,884) (288,829)
-----------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for note receivable -- -- (1,117,602)
Cash received from note receivable -- -- 1,117,602
Cash paid for equipment -- -- (11,465)
-----------------------------------------------
Net cash flows used in investing activities -- -- (11,465)
-----------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans payable -- -- 14,397
Advance from a stockholder 82,246 -- 82,246
Proceeds from issuance of stock -- -- 1,531,250
Cash paid for stock redemption -- -- (150,000)
Deferred offering costs against capital -- -- (25,927)
Acquisition of treasury stock -- -- (1,151,672)
-----------------------------------------------
Net cash flows provided by financing activities 82,246 -- 300,294
-----------------------------------------------

Decrease in cash and cash equivalents (9,092) (9,884) --
Cash and cash equivalents, beginning of period 9,092 20,519 --
-----------------------------------------------
Cash and cash equivalents, end of period $ -- $ 10,635 $ --
===============================================

Cash paid for:
Interest $ -- $ --
Income taxes $ -- $ --

See condensed notes to financial statements.

CHINA ELITE INFORMATION CO., LTD.
(A Development Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION

For tax planning purposes, on August 12, 2004, the Company changed the
jurisdiction under which it is incorporated from the State of Delaware to the
British Virgin Islands (the "BVI"). In connection with such reincorporation, the
Company changed its name from "Relocate 411.com, Inc." to "China Elite
Information Co., Ltd.".

The par value per share of the Company's preferred stock and common stock was
increased from $0.0001 to $0.01 prior to the reincorporation since BVI law does
not allow per share par values less than $0.01. Each share of common stock, par
value $0.01 per share, of the Delaware Corporation was converted into one fully
paid and non-assessable share of the BVI Company. Unless otherwise stated, all
share and per share amounts presented herein have been adjusted to reflect the
reverse stock split.

The reincorporation had no effect on the Company's current business operations.
Further details can be obtained from the Company's Form 8-K and Definitive
Information Statement filing on August 16, 2004 and August 26, 2004
respectively.

NOTE 2 - BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in conformity
with generally accepted accounting principles in the United States of America.
However, certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been omitted or condensed pursuant to the rules and regulations
of the Securities and Exchange Commission ("SEC"). In the opinion of management,
all adjustments of a normal recurring nature necessary for a fair presentation
have been included. The results for interim periods are not necessarily
indicative of results for the entire year. These condensed financial statements
and accompanying notes should be read in conjunction with the Company's annual
financial statements and the notes thereto for the fiscal year ended November
30, 2003 included in its Annual Report on Form 10-KSB.

NOTE 3 - GOING CONCERN

The accompanying unaudited financial statements have been prepared in conformity
with generally accepted accounting principles in the United States of America,
which contemplates continuation of the Company as a going concern. However, the
Company has limited operations and has sustained substantial operating losses in
recent years resulting in a substantial accumulated deficit. In view of these
matters, realization of a major portion of the assets in the accompanying
balance sheet is dependent upon the continued operations of the Company, which
in turn is dependent upon the Company's ability to meet its financing
requirements, and the success of its future operations.

To meet these objectives, the Company plans to seek potential merger candidates,
expects to raise additional equity, through private equity investment, in order
to support existing operations and expand the range and scope of its business.
There is no assurance that such additional funds will be available for the
Company on acceptable terms, if at all. Management believes that actions
presently taken to revise the Company's operating and financial requirements
provide the opportunity for the Company to continue as a going concern. The
Company's ability to achieve these objectives cannot be determined at this time.
If the Company is unsuccessful in its endeavors, it may have to cease
operations.

NOTE 4 - CHANGE IN CONTROL AND FUTURE COMMITMENTS

(i) Jandah acquired 9,276,000 shares of common stock from the three largest
shareholders of the Company, Darrel Lerner, Byron Lerner and James Tubbs, for an
aggregate purchase price of $307,500. Darrell Lerner retained 224,000 shares of
common stock. As a condition to closing, the Company and Mr. Darrell Lerner
entered into a six-month consulting agreement pursuant to which Mr. Darrell
Lerner will assist the Company with various transition issues and provide other
business consulting services. Under this consulting agreement, Mr. Darrell
Lerner will be paid an aggregate consulting fee of $150,000, payable in six
equal monthly installments.

(ii) GWH acquired 396,000 shares of common stock for an aggregate purchase price
of $9,900 from each the following selling security holders in separate
agreements listed in the amendment number 8 to the Company's registration
statement on Form SB-2/A (SEC File Number 333-100803) (the "SB-2"): Anslow &
Jaclin, LLP, Frank Massaro, Michael and Thelma Hartman, Nicholas A. Waslyn, Eric
Tjaden, Margaret Indelicato, Juan C. Morales, Sheldon Shalom, Patricia Faro and
Philip Mazzella.

(iii) GWH also acquired an aggregate of 450,000 shares of common stock for an
aggregate purchase price of $11,250 from each of Barry Manko (250,000 shares)
and Grushko & Mittman (200,000 shares).

(iv) GBT acquired an aggregate of 854,000 shares of common stock for an
aggregate purchase price of $21,350 from each the following selling security
holders in separate agreements listed in the SB-2: Richard Zapolski, William
Grimm, Richard Volpe, Mark J. Parendo, Mitch Hershkowitz, Kristine Gentile,
Robert M. J. Hartman, Danielle L. Hartman, Martin Miller, Dolores E. Miller,
Dolores E. Miller a/c/f Dillon Engel, Drew Goldberg, Carol Sitte, Karen
Pasteressa a/c/f Samantha Pasteressa, Desert Green, Inc., Robert Giambrone,
Anthony Giambrone, Melvin D. Bernstein, Linda Bernstein, Beth Sussman, Jeffrey
Wenzel, Tracey Wenzel, Harold Sussman, Amy Sussman and Meg L. Sussman.

In connection with, and as a condition to the closing of these stock purchase
transactions, Darrell Lerner resigned as the (i) sole officer of the Company
effective as of May 21, 2004, and (ii) sole director of the Company effective
June 4, 2004. Pursuant to the Company's Bylaws and applicable SEC regulations,
and prior to the effective date of his resignation as the Company's sole
director, Mr. Lerner appointed Li Kin Shing, the sole shareholder of Jandah, as
the President of the Company and, effective as of June 4, 2004, as the sole
member of the board.

Further details can be obtained from the Company's Form 8-K filing on May 25,
2004.

Gately & Associates, LLC
1248 Woodridge Court
Altamonte Springs, FL 32714
(407) 341-6942

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

The Board of Directors
Relocate 411.com, Inc.
142 Mineola Avenue
Roslyn Heights, New York 11577

Gentlemen:

We have audited the accompanying balance sheet of Relocate 411.com, Inc.
(a development stage company) formerly known as Stateside Funding, Inc. as of
November 30, 2003 and the related statements of operations, stockholder's equity
and cash flows for the year ended and from inception (December 31, 1997) through
November 30, 2003. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on the audit. We did not audit the accompanying
balance sheet as of November 30, 2002, and the related statements of operations
and cash flows for the year ended were audited by another auditor. The auditor
expressed in the report dated February 12, 2003 an unqualified opinion on those
statements.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Relocate 411.com, Inc. as of
November 30, 2003, and the statement of operations and cash flows for the year
then ended and from inception (December 31, 1997) through November 30, 2003, in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 10 to the
financial statements, the Company has suffered recurring losses from operations
and has a net capital deficiency that raise substantial doubt about its ability
to continue as a going concern. Management's plan in regard to these matters are
also described in Note 10. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Gately & Associates, LLC

December 22, 2003

Marvin Kirschenbaum
Certified Public Accountant
332 Meehan Avenue - Reads Landing
West Lawrence, New York 11691-5431
(516) 239-3704

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

The Board of Directors
Relocate 411.com, Inc.
142 Mineola Avenue
Roslyn Heights, New York 11577

Gentlemen:

I have audited the accompanying balance sheet of Relocate 411.com, Inc. (a
development stage company) formerly known as Stateside Funding, Inc. as of
November 30, 2002 and the related statements of operations, stockholder's equity
and cash flows for the year ended and from inception (December 31, 1997) through
November 30, 2002. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit. I did not audit the accompanying balance
sheet as of November 30, 2003, and the related statements of operations and cash
flows for the year ended were audited by another auditor. The auditor expressed
in his report dated December 22, 2003 an unqualified opinion on those
statements.

I conducted my audit in accordance with generally accepted auditing
standards. These standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Relocate 411.com, Inc. as of
November 30, 2002, and the statement of operations and cash flows for the year
then ended and from inception (December 31, 1997) through November 30, 2002, in
conformity with generally accepted accounting principles.

Marvin Kirschenbaum

CERTIFIED PUBLIC ACCOUNTANT

February 12, 2003

RELOCATE411.COM, INC.
(A Development Stage Company)
BALANCE SHEET
As of November 30, 2003 and November 30, 2002

ASSETS

2003 2002
----------- -----------
CURRENT ASSETS
Cash $ 9,092 $ 20,519
----------- -----------
Total Current Assets 9,092 20,519

Property and equipment at cost, 2,973 4,473
net of accumulated depreciation ----------- -----------

Total Properties 2,973 4,473

TOTAL ASSETS $ 12,065 $ 24,992
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accrued liabilities $ 11,525 $ 6,025

Loans payable 14,397 14,397
----------- -----------

Total current liabilities 25,922 20,422

SHAREHOLDERS' EQUITY

Preferred stock - $.0001 par value
authorized 10,000,000 shares
issued and outstanding: none -- --

Common stock - $.0001 par
value; authorized 50,000,000
shares; issued and outstanding:
11,200,000 and 11,200,000 1,827 1,827

Additional paid-in-capital 1,401,913 1,401,913

Treasury stock at cost:
7,065,000 and 7,065,000 (1,151,672) (1,151,672)

Accumulated deficit during
Development Stage (265,925) (247,498)
----------- -----------
Total shareholders' equity (13,857) 4,570

TOTAL LIABILITIES AND 12,065 $ 24,992
SHAREHOLDERS' EQUITY =========== ===========

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

RELOCATE411.COM, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the twelve months ended November 30, 2003 and 2002
and for the Period From Inception (December 19, 1997)
Through November 30, 2003

Period from
Inception
Through
November 30,

2003 2002 2003
------------ ------------ ------------

REVENUES
Revenue $ -- $ -- $ --
------------ ------------ ------------
TOTAL REVENUES -- -- --
------------ ------------ ------------

EXPENSES
Salaries and benefits -- -- 181,888
General and Administrative 17,927 15,280 158,117
------------ ------------ ------------
TOTAL EXPENSES 17,927 15,280 340,005
------------ ------------ ------------

OPERATING INCOME (LOSS) (17,927) (15,280) (340,005)
Provision for tax (500) (500) (6,525)
Interest expense -- -- (53,956)
Interest income -- -- 134,561
------------ ------------ ------------

NET INCOME (LOSS) $ (18,427) $ (15,780) $ (265,925)
============ ============ ============

NET INCOME (LOSS) PER COMMON SHARE $ (0.00) $ (0.00)
(less than $.01 per share for 2003 and 2002)
============ ============

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 11,200,000 10,262,500
============ ============

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

RELOCATE411.COM, INC.
(A Development Stage Company)
STATEMENTS OF SHAREHOLDERS' EQUITY
November 30, 2002

Accumulated
Deficit During
Additional the
Common Paid-In Development
Shares Amount Capital Stage Total
----------- ----------- ----------- -------------- -----------

Issuance of Common Shares on August
24, 1999 66 $ 250 $ -- $ -- $ 250
----------- ----------- ----------- --------- -----------
Balance, November 30, 1999 66 250 -- -- 250
Issuance of shares in private placement
and merger: January 26, 2000:
Private placement in cash ($0.29
per share) 5,175,000 518 1,503,732 1,504,250
Deferred offering costs (25,927) (25,927)
Conversion of shares in merger 11,599,934 500 1,267 1,767
Redemption of original shares (4,100,000) (150,000) (150,000)
Net Loss (204,348) (204,348)
----------- ----------- ----------- --------- -----------
Balance, November 30, 2000 12,675,000 1,268 1,329,072 (204,348) 1,125,992
Purchase of treasury stock, 7,065,000
shares during January, 2001 with cash
($0.16 per share) (1,151,672)
Issuance of shares as stock compensation
on February 7, 2001 ($0.01 per share) 4,200,000 420 41,580 42,000
Issuance of shares as stock compensation
for legal fees, February 7, 2001 ($0.01
per share) 140,000 14 1,386 1,400
Net Loss (27,370) (27,370)
----------- ----------- ----------- --------- -----------
Balance, November 30, 2001 17,015,000 1,702 1,372,038 (231,718) (9,650)
Issuance of shares in private placement
for cash Reg D, Rule 506,
September 7, 2002 1,000,000 100 24,900 25,000
Issuance of shares in private placement
for cash Reg D, Rule 506,
September 7, 2002
Issuance of shares as stock compensation
for legal fees, September 7, 2002
($0.02 per share) 250,000 25 4,975 5,000
Net Loss (15,780) (15,780)
----------- ----------- ----------- --------- -----------
Balance, November 30, 2002 18,265,000 1,827 1,401,913 (247,498) 4,570
----------- ----------- ----------- --------- -----------
Net Loss (18,427) (18,427)
----------- ----------- ----------- --------- -----------
Balance, November 30, 2003 18,265,000 $ 1,827 $ 1,401,913 $(265,925) $ (13,857)
=========== =========== =========== ========= ===========

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

RELOCATE411.COM, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the twelve months ended November 30, 2003 and 2002
and for the Period From Inception (December 19, 1997)
Through November 30, 2003

Period from
Inception
Through
November 30,
2003 2002 2003
----------- ----------- ------------

CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss) $ (18,427) $ (15,780) $ (265,925)
Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and organization costs 1,500 1,999 9,992

Common stock issued for services 5,000 48,400

Non-cash equity adjustment in reverse merger -- -- (1,483)

Increase (Decrease) in accounts payable and accrued expenses 5,500 (1,230) 11,525
----------- ----------- -----------

net cash flows provided by (used in) operating activities (11,427) (10,011) (197,491)

CASH FLOWS FROM INVESTING ACTIVITIES

Cash paid for note receivable -- -- (1,117,602)

Cash received from note receivable -- -- 1,117,602

Cash paid for equipment -- -- (11,465)
----------- ----------- -----------

Net cash flows provided by (used in) investing activities -- -- (11,465)
----------- ----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from loans payable -- 5,530 14,397

Proceeds from issuance of stock -- 25,000 1,531,250

Cash paid for stock redemption -- -- (150,000)

Deferred offering costs against capital -- -- (25,927)

Acquisition of treasury stock -- -- (1,151,672)
----------- ----------- -----------

Net cash flows provided by (used in) financing activities -- 30,530 218,048
----------- ----------- -----------

CASH RECONCILIATION

Net increase (decrease) in cash (11,427) 20,519 9,092

Cash at beginning of period 20,519 -- --
----------- ----------- -----------

CASH AT END OF PERIOD $ 9,092 $ 20,519 $ 9,092
=========== =========== ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION

Cash paid during the year for interest $ -- $ --

Cash paid during the year for income taxes $ -- $ --

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

RELOCATE 411.COM, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

Business

Relocate 411.com, Inc. (the Company), formerly known as Stateside Fundings,
Inc., was organized under the laws of the State of Delaware on December 19, 1997
and has adopted a fiscal year ending November 30th. The Company is considered to
be in the development stage (a development stage company) since it is devoting
substantially all of its efforts to establishing a new business. Its planned
principal operations have not yet commenced and there have been no revenues to
date. The Company is developing a web site to be utilized in various real estate
services such as relocation, listings of real estate sales or rentals, mortgage
information and other real estate related information or content.

Organization

On January 26, 2000, the stockholders of Relocate 411.com, Inc., a New York
Corporation incorporated on August 24, 1999, completed a merger and stock
exchange with Stateside Fundings, Inc., a Delaware Corporation, resulting in a
recapitalization of Stateside Fundings, Inc., the acquirer. Relocate 411.com,
Inc. merged into Stateside Fundings, Inc. Stateside Fundings, Inc. acquired all
of the assets and liabilities of Relocate 411.com, Inc.

Under the terms of the Merger Agreement, each share of Relocate 411.com, Inc.
common stock converted into one hundred thousand shares of Stateside Fundings,
Inc. common stock. Contemporaneously, with the merger, Stateside Fundings, Inc.
issued 5,175,000 shares of its common stock in a private placement transaction,
receiving net proceeds of $1,354,250. The net proceeds received were after a
payment of $150,000 to redeem 4,100,000 share of common stock from the founder
of Stateside Fundings, Inc. As part of the merger, Stateside Fundings, Inc. then
issued 6,600,000 common shares to Relocate 411.com, Inc. in exchange for the 66
shares held by the stockholders of Relocate 411.com, Inc.

The financial statements reflect that of the acquirer, Stateside Fundings, Inc.,
the entity that survived the merger. The Accumulated Deficit of Stateside
Fundings, Inc. as of January 26, 2000 was $ 1,303.

On January 27, 2000, Stateside Fundings, Inc. filed a Certificate of Amendment
changing their name to Relocate 411.com, Inc.

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Activities and Operations:

All costs incurred in development activities are charged to operations as
incurred. The Company has not produced any revenues from operations.

Use of Estimates:

The preparation of financial statements in conformity with generally accepted
accounting principles 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 financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those amounts.

Accounts Receivable, deposits, Accounts Payable and accrued Expenses:

Accounts receivable have historically been immaterial and therefore no allowance
for doubtful accounts has been established. Normal operating refundable Company
deposits are listed as Other Assets. Accounts payable and accrued expenses
consist of trade payables created from the normal course of business.

Property and Equipment:

Property and equipment purchased by the Company are recorded at cost.
Depreciation is computed by the straight-line method based upon the estimated
useful lives of the respective assets. Expenditures for repairs and maintenance
are charged to expense as incurred as are any items purchased which are below
the Company's capitalization threshold of $1,000.

For assets sold or otherwise disposed of, the cost and related accumulated
depreciation are removed from accounts, and any related gain or loss is
reflected in income for the period.

Income Taxes:

The Company accounts for income taxes using the liability method which requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Deferred tax assets and liabilities are determined based on the
difference between the financial statements and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. The Company's management determines if a
valuation allowance is necessary to reduce any tax benefits when the available
benefits are more likely than not to expire before they can be used.

Stock Based Compensation:

In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," (SFAS 123), which is effective for periods beginning after
December 15, 1995. SFAS 123 requires that companies either recognize
compensation expense for grants of stock, stock options, and other equity
instruments based on fair value or provide pro-forma disclosure of the effect on
net income and earnings per share in the Notes to the Financial Statements. The
Company has adopted SFAS 123 in accounting for stock-based compensation.

Cash and Cash Equivalents, and Credit Risk:

For purposes of reporting cash flows, the Company considers all cash accounts
with maturities of 90 days or less and which are not subject to withdrawal
restrictions or penalties, as cash and cash equivalents in the accompanying
balance sheet.

The portion of deposits in a financial institution that insures its deposits
with the FDIC up to $100,000 per depositor in excess of such insured amounts are
not subject to insurance and represent a credit risk to the Company.

Fair Value of Financial Instruments:

SFAS No. 107, "Disclosures About Fair Value of Financial Instruments", requires
disclosure of the fair value information whether or not recognized in the
balance sheet, where it is practicable to estimate that value. The carrying
value of cash, cash equivalents, accounts receivable and notes payable
approximates fair value.

Impairment of Long-Lived Assets:

Company's management believes that any evaluation necessitated through the
adoption of SFAS 121, "Accounting for the Impairment Long-Lived Assets and for
Long-Lived Assets to be Disposed of." will not be material.

Loss Per Common Share:

The Company has adopted Financial Accounting Standards Board (FASB) Statement
No. 128, "Earnings per Share". The Statement establishes standards for computing
and presenting earnings per share (EPS). It replaced the presentation of primary
EPS with a presentation of basic EPS and also requires dual presentation of
basic and diluted EPS on the face of the income statement. The statement was
retroactively applied to the prior loss per share but did not have any effect.
Basic loss per share was computed by dividing the Company's net loss by
theweighted average number of common shares outstanding during the period. There
is no presentation of diluted loss per share as the effect of common stock
options, warrants and convertible debt amount are antidilutive

NOTE 3 - NOTE RECEIVABLE

On May 25, 2000, the Company loaned $1,117,602 to Teltran International Group,
Ltd. (Teltran), a publicly held company presently trading on the NASD OTC Pink
Sheets. Some of Teltran's stockholders and officers own approximately 42% of the
Company. The loan bore interest at 9 1/2% annually and was secured by a
promissory note. Teltran pledged its one share of Teltran Web Factory, Ltd. a
wholly owned foreign subsidiary of Teltran as well as issuing 250,000 warrants
exercisable from May 25, 2000 to May 24, 2005 to purchase Teltran common stock
at a price of $1.10 per share.

On March 2, 2001 the Company received preferred shares in NCTN Networks, Inc. in
full settlement of the note receivable and the outstanding interest. The Company
retained the warrants it received and returned all Teltran share certificates,
which were held as security for the note receivable. Simultaneously, these
preferred shares were exchanged as consideration for all outstanding shares and
warrants in the Company held by the Company's investors.

NOTE 4 - ORGANIZATION COSTS

The Company had adopted for fiscal year-ended November 30, 1999 the requirements
set forth in accordance to SOP 98-5. SOP 98-5 requires the costs of organization
expenses to be expensed as incurred for fiscal years beginning after December
15, 1998. The initial application of SOP 98-5 was reported for the fiscal
year-ended November 30, 1999 as a cumulative effect of a change in accounting
principle as described in APB Opinion 20, Accounting Changes.

NOTE 5 - INCOME TAX PAYABLE

Income taxes have been accrued based on alternative methods of computing minimum
New York State and City corporate taxes.

NOTE 6 - STOCKHOLDERS EQUITY

PREFERRED STOCK:

The Company has authorized 10,000,000 preferred shares with a par value of
$.0001, none of which are issued or outstanding.

COMMON STOCK:

The Company has authorized 50,000,000 common shares with a par value of $.0001
of which 11,200,000 shares were issued and outstanding for the year ended
November 30, 2002 and 9,950,000 for the year ended November 30, 2001. The number
of shares disclosed as issued and outstanding do not include common shares held
in treasury.

During January of 2001, the Company repurchased 7,065,000 shares of its common
stock from its initial investors with a payment of a stock offering (See Note 3)
for a total of $1,151,672.

On February 7, 2001, the Company issued 4,200,000 shares of its common stock, as
per the terms of the exchange and release agreement, in consideration for the
shares of NCT Preferred Stock and all common shares and warrants held in the
Company by original investors and in consideration of accrued service fees for a
total of $42,000, or $0.01 per share. The Company's original investor shares and
warrants were cancelled and replaced with the Company's common shares.

On February 7, 2001, the Company issued 140,000 shares of its common stock as
consideration for legal services in the amount of $1,400. or $0.01 per share.

On September 7, 2002, the Company undertook a private placement offering under
Rule 506 of Regulation D of the Securities Act. The Company's management
considers this offering to be exempt under the Securities Act of 1933. The
Company issued a total of 1,000,000 shares of its common stock for a total
consideration of $30,000 in cash, or $.025 per share.

On September 7, 2002, the Company issued 250,000 shares of its common stock for
a consideration of $5,000, or $.02 per share, in reliance on the exemption under
Section 4(2) of the Securities Act of 1933, as amended (the "Act") for legal
services rendered.

NOTE 7 - CONFLICTS OF INTEREST

Certain conflicts of interest have existed and will continue to exist between
management, their affiliates and the Company. Management have other interests
including business interests to which they devote their primary attention.
Management may continue to do so notwithstanding the fact that management time
should be devoted to the business of the Company and in addition, management may
negotiate an acquisition resulting in a conflict of interest.

NOTE 8 - CASH FLOW STATEMENT DISCLOSURE

For the years ended November 30, 2003 and 2002, the Company did not pay in cash
any income tax or interest on debt financing. Non-cash transactions included the
issuance of common shares of the Company's stock in consideration for services
provided to the Company in the amount of $5,000 for the year ended November 30,
2002.

NOTE 9 - LITIGATION, CONTINGENCIES, OPERATING AND CAPITAL LEASES

From time to time in the normal course of business the Company may be involved
in litigation. The Company's management is not aware of any asserted or
unasserted claims and therefore feels any such proceedings to have an immaterial
effect on the financial statements.

The Company's management has not bound the Company with any contingencies other
than those through the normal course of business.

The Company has no operating or capital leases, but will account for such leases
in accordance with Generally Accepted Accounting Principles when entered into
which would require operating leases to be expensed and capital leases to be
capitalized and amortized over the lease term.

NOTE 10 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As a development stage company, the
Company has no revenue from operations and limited financing. The Company's
continued existence is dependent upon its ability to meet its financing
requirements on a continuing basis, and to succeed in its future operations. The
financial statements do not include any adjustments that might result from this
uncertainty.

Because of uncertainties surrounding the Company's development and limited
operating history, management anticipates incurring development stage losses in
the foreseeable future. Management's ability to achieve the Company's business
objectives is contingent upon its success in raising additional capital until
adequate revenues are realized from operations. Management believes that the
Company has sufficient cash to meet the minimum development and operating costs
for the next 12 months. The Company will need to raise additional capital to
continue operations past 12 months, and there is no assurance that the Company
will be successful in raising the needed capital.

CHINA ELITE INFORMATION CO., LTD.
1,250,000 Common Shares

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.

November 9, 2004

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors, Officers, Employees and Agents

Item 25. Other Expenses of Issuance and Distribution.

The following table sets forth the expenses in connection with the issuance and
distribution of the securities being registered hereby. All such expenses will
be borne by the registrant; none shall be borne by any selling security holders.

Securities and Exchange Commission registration fee $ 100
Legal fees and expenses $ 7,500
Accounting fees and Expenses $ 7,500
Miscellaneous $ 0
Total (1) $15,100

Item 26. Recent Sales of Unregistered Securities.

On January 26, 2000 we issued the following shares: (i) 2,200,000 shares to
Darrell Lerner, 2,200,000 shares to Byron Lerner and 2,200,000 shares to Barry
Manko in reliance on the exemption under Section 4(2) of the Securities Act of
1933, as amended (the "Act"). The shares were issued as part of the transaction
between us and Relocate411.com, Inc., a New York corporation ("NY Relocate")
whereby we acquired all of the shares of NY Relocate and it became our wholly
owned subsidiary. Each share of NY Relocate was converted into 1000 of our
shares. Darrell Lerner, Byron Lerner and Barry Manko each held 2,200 shares of
NY Relocate prior to the transaction; (ii) 900,000 shares to James Tubbs in
reliance on the exemption under Section 4(2) of the Act for consideration of
$900 or $.001 per share; (iii) 60,000 shares to Grushko & Mittman in reliance on
the exemption under Section 4(2) of the Act for legal services rendered valued
at $20,000 or $.3333 per share. We subsequently entered into an agreement with
Barry Manko in which he agreed to cancel 1,950,000 shares of our common stock
for cash consideration.

These shares of our common stock qualified for exemption under Section 4(2) of
the Securities Act of 1933 since the issuance shares by us did not involve a
public offering. Each of these shareholders was a sophisticated investor and had
access to information regarding us. 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 shares
offered. We did not undertake an offering in which we sold a high number of
shares to a high number of

investors. In addition, these shareholders had the necessary investment intent
as required by Section 4(2) since they agreed to and received share certificates
bearing a legend stating that such shares are restricted pursuant to Rule 144 of
the 1933 Securities Act. This restriction ensures that these shares would not be
immediately redistributed into the market and therefore not be part of a "public
offering." Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for this transaction.

In addition, on January 26 2000, we completed a private placement of our shares
by raising $1,550,000 and issuing a total of (i) 5,115,000 shares of Common
Stock to 10 "accredited investors" and (ii) 5,115,000 Warrants to purchase
5,115,000 shares of Common Stock at an exercise price of $.75 per share (the
"Private Placement"). One share of our common stock and one warrant
(collectively, a "Unit") were valued at $.333 per Unit. Such securities were
sold in reliance on an exemption from registration under Section 4(2) of the
Securities Act of 1933.

The following sets forth the identity of the class of persons to whom we sold
these shares and the amount of shares and warrants for each shareholder:

----------------------------------------------------------------------
Name Shares Warrants Consideration
----------------------------------------------------------------------
Austost Anstalt Schaan 1,500,000 1,500,000 $ 500,000
----------------------------------------------------------------------
Balmore Funds, S.A 1,500,000 1,500,000 $ 500,000
----------------------------------------------------------------------
Amro International, S.A 791,250 791,250 $ 250,000
----------------------------------------------------------------------
ICT N.V 150,000 150,000 $ 50,000
----------------------------------------------------------------------
Leval Trading, Inc. 450,000 450,000 $ 150,000
----------------------------------------------------------------------
Nesher, Inc. 150,000 150,000 $ 50,000
----------------------------------------------------------------------
Talbiya B. Investments 166,500 166,500 $ 50,000
----------------------------------------------------------------------
Libra Finance, S.A 198,000 198,000 --
----------------------------------------------------------------------
J. Hayut 139,500 139,500 --
----------------------------------------------------------------------
Hyett Capital Ltd. 69,750 69,750 --
----------------------------------------------------------------------

The shares of our common stock qualified for exemption under Section 4(2) of the
Securities Act of 1933 since the issuance of such shares by us not involving a
public offering. Each of these shareholders was a sophisticated investor and had
access to information regarding us. 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 shares
offered. We did not undertake an offering in which it sold a high number of
shares to a high number of investors. In addition, these shareholder had the
necessary investment intent as required by Section 4(2) since they agreed to and
received a share certificate bearing a legend stating that such shares are
restricted pursuant to Rule 144 of the 1933 Securities Act. These restrictions
ensure that these shares would not be immediately redistributed into the market
and therefore not be part of a "public offering." Based on an analysis of the
above factors, we have met the requirements to qualify for exemption under
Section 4(2) of the Securities Act of 1933 for this transaction. All of these
shares and outstanding warrants were cancelled in consideration for the issuance
of the preferred shares received by us in the default of the loan from Teltran.

On February 7, 2001 we issued the following shares: (i) 2,100,000 of our shares
to Darrell Lerner; (ii) 2,100,000 of our shares to Byron Lerner; (iii) 140,000
of our shares to Grushko & Mittman. All such issuances relied on the exemption
under Section 4(2) of the Securities Act of 1933, as amended (the "Act"). Of
such amount, Darrell Lerner and Byron Lerner each received 2,100,000 shares as
compensation in lieu of salaries valued at $.01 per share of $42,000; and
Grushko & Mittman were issued 140,000 shares for legal services rendered to us
valued at $.01 per share at $1,400.

In September, 2002, we completed a Regulation D, Rule 506 Offering in which we
issued a total of 1,000,000 shares of our common stock to 34 shareholders for an
aggregate offering price of $25,000. The following sets forth the identity of
the class of persons to whom Relocate sold these shares and the amount of shares
for each shareholder:

Frank Massaro ........................................................ 16,000
Michael and Thelma Hartman ........................................... 40,000
Nicholas A. Waslyn ................................................... 20,000
Eric Tjaden .......................................................... 26,000
Margaret Indelicato .................................................. 16,000
Juan C. Morales ...................................................... 4,000
Sheldon Shalom ....................................................... 4,000
Patricia Faro ........................................................ 4,000
Philip Mazzella ...................................................... 16,000
Richard Zapolski ..................................................... 16,000
William Grimm ........................................................ 8,000
Richard Volpe ........................................................ 16,000
Mark J. Parendo ...................................................... 20,000
Mitch Hershkowitz .................................................... 20,000
Kristine Gentile ..................................................... 4,000
Robert M. J. Hartman ................................................. 20,000
Danielle L. Hartman .................................................. 20,000
Martin Miller ........................................................ 60,000
Dolores E. Miller .................................................... 100,000
Dolores E. Miller .................................................... 20,000
Drew Goldberg ........................................................ 10,000
Carol Sitte .......................................................... 50,000
Karen Pasteressa ..................................................... 20,000
Desert Green, Inc. ................................................... 40,000
Robert Giambrone ..................................................... 50,000
Anthony Giambrone .................................................... 60,000
Melvin D. Bernstein .................................................. 52,000
Linda Bernstein ...................................................... 28,000
Beth Sussman ......................................................... 40,000
Jeffrey Wenzel ....................................................... 40,000
Tracey Wenzel ........................................................ 40,000
Harold Sussman ....................................................... 40,000
Meg L. Sussman ....................................................... 40,000

The Common Stock issued in the Company's Regulation D, Rule 506 offering was
issued in a transaction not involving a public offering in reliance upon an
exemption from registration provided by Rule 506 of Regulation D of the
Securities Act of 1933. In accordance with Section 230.506 (b)(1) of the
Securities Act of 1933, these shares qualified for exemption under the Rule 506
exemption for this offerings since it met the following requirements set forth
in Reg. ss.230.506:

(A) No general solicitation or advertising was conducted by the Company in
connection with the offering of any of the Shares.

(B) At the time of the offering the Company was not: (1) subject to the
reporting requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an
"investment company" within the meaning of the federal securities laws.

(C) Neither the Company, nor any predecessor of the Company, nor any director of
the Company, nor any beneficial owner of 10% or more of any class of the
Company's equity securities, nor any promoter currently connected with the
Company in any capacity has been convicted within the past ten years of any
felony in connection with the purchase or sale of any security.

(D) The offers and sales of securities by the Company pursuant to the offerings
were not attempts to evade any registration or resale requirements of the
securities laws of the United States or any of its states.

(E) None of the investors are affiliated with any director, officer or promoter
of the Company or any beneficial owner of 10% or more of the Company's
securities.

Please note that pursuant to Rule 506, all shares purchased in the Regulation D
Rule 506 offering completed in September 2002 were restricted in accordance with
Rule 144 of the Securities Act of 1933.

On September 7, 2002, we issued 250,000 shares to Anslow & Jaclin, LLP in
reliance on the exemption under Section 4(2) of the Securities Act of 1933, as
amended (the "Act") for legal services rendered to us.

The shares of our common stock qualified for exemption under Section 4(2) of the
Securities Act of 1933 since the issuance of such shares by us not involving 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 shares offered. We did not
undertake an offering in which it sold a high number of shares to a high number
of investors. In addition, these shareholder had the necessary investment intent
as required by Section 4(2) since they agreed to and received a share
certificate bearing a legend stating that such shares are restricted pursuant to
Rule 144 of the 1933 Securities Act. These restrictions ensure that these shares
would not be immediately redistributed into the market and therefore not be part
of a "public offering." Based on an analysis of the above factors, we have met
the requirements to qualify for exemption under Section 4(2) of the Securities
Act of 1933 for this transaction.

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 27. Exhibits and Financial Statement Schedules

(a) Exhibits:

The following exhibits are filed as part of prospectus dated February 11, 2004:

EXHIBIT DESCRIPTION
3.1 Articles of Continuation of China Elite Information Co., Ltd.*

3.2 Memorandum of Association of China Elite Information Co.,
Ltd.*

3.3 Articles of Association of China Elite Information Co., Ltd.*

3.4 Certificate of Transfer of Relocate 411.com, Inc.*

5.1 Opinion of DeHeng Chen & Chan, LLC#

10.1 Stock Purchase Agreement, dated as of May 21, 2004, by and
among Jandah Management Limited, Darrel Lerner, Byron Lerner
and James Tubbs.**

10.2 Form of Common Stock Purchase Agreement with Glory Way
Holdings Limited.**

10.3 Form of Common Stock Purchase Agreement with Good Business
Technology Limited.**

10.4 Form of Common Stock Purchase Agreement between Glory Way
Holdings Limited and each of Barry Manko and Grushko &
Mittman.**

10.5 Consulting Agreement, dated as of May 21, 2004, by and between
the Company and Darrell Lerner.**

23.1 Consent of DeHeng Chen & Chan, LLC (included in Exhibit 5.1) #

23.2 Gately & Associates, LLC #

23.3 Consent of Marvin Kirschenbaum #

24.1 Power of Attorney (included on page II-6 of the registration
statement)

# Filed herewith.

* Filed as an exhibit to the Current Report on Form 8-K, dated August 12,
2004, filed on August 17, 2004

** Filed as an exhibit to the Current Report on Form 8-K, dated May 21, 2004,
filed on May 25, 2004

Item 28. Undertakings

(A) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to prospectus dated February 11, 2004 to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;

(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information set forth in the
prospectus. 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) 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 a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective prospectus; and

(iii) Include any material information with respect to the plan of distribution
not previously disclosed in the prospectus or any material change to such
information in the prospectus.

(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
prospectus relating to the securities offered therein, and the offering therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(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.

(B) Undertaking Required by Regulation S-B, Item 512(e).

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or controlling persons 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 Securities Act of 1933 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 that 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.

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 this Form SB-2 and has authorized this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on November 9,
2004.

CHINA ELITE INFORMATION CO, LTD

By: /s/ Li Kin Shing
---------------------------------------

Li Kin Sing,
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Xiaomin Chen, and each or either of them, his true and
lawful attorneys-in-fact, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to this registration
statement and to sign a registration statement pursuant to Section 462(b) of the
Securities Act of 1933, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

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.

Signature Title Date
- --------------------- ---------------------------------- -----------------

/s/ Li Kin Shing President, CEO and Director November 9, 2004
- ---------------------
Li Kin Shing (Principal Executive Officer and
Principal Financial and Accounting
Officer)

II-7