UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 000-25591
CUSIP NUMBER: 75953U102
(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_|
Form N-SAR |_| Form N-CSR
For Period Ended: November 30, 2004
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
Read Instruction (on back page) Before Preparing Form. Please Print or
Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
CHINA ELITE INFORMATION CO., LTD.
Full Name of Registrant
Former Name if Applicable
c/o DeHeng Chen Chan, LLC, 225 Broadway, Suite 1910
Address of Principal Executive Office (Street and Number)
New York, New York 10007
City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof, will
be filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report of transition report on Form 10-Q, or
portion thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K,
10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period. (Attach Extra Sheets if Needed):
The registrant was not able to file its Annual Report on Form 10-KSB on February
28, 2005
The Company's former auditor, Gately & Associates, LLC ("Gately"), was not
able to provide to the Company before February 28, 2005 without unreasonable
effort, Gately's required consent. Gately's consent is required for the
Company's use of Gately's previously rendered opinion on the Company's financial
statements for the fiscal year ended November 30, 2003 in the Company's Form
10-KSB for the fiscal year ended November 30, 2004. The Company has been advised
by Gately that such consent will be delivered to the Company on or before the
fifteenth calendar day following the original due date of the Report.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Xiaomin Chen, Esq. 212 608-6500
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the
preceding 12 months or for such shorter period that the registrant was required
to file such report(s) been filed? If answer is no, identify report(s). |X| Yes
|_| No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof? |_|
Yes |X| No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
China Elite Information Co., Ltd.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
CHINA ELITE INFORMATION CO., LTD.
Date: March 1, 2005 By: /s/Li Kin Shing
------------------------------------
Li Kin Shing, President and
Chief Executive Officer
Authorized Representative
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (section 232.201 or section 232.202 of this chapter) or apply for
an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (section
232.13(b) of this Chapter).