ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On December 20, 2019, Elite Group Inc. (the "Company") announced that, effective December 18, 2019, it entered into a Binding Letter of Intent ("Binding LOI"), with Power Conversion Technologies Inc., a corporation duly formed under the laws of the State of Pennsylvania, ("PCTI") and Catherine Chis, its CEO and sole shareholder ("CC") (collectively the "Parties"), setting forth the principal terms pursuant to which the Company will acquire all of the issued and outstanding shares of common stock in PCTI representing 100% ownership in PCTI ("PCTI Shares"), held by CC (the "Transaction").

The Binding LOI sets forth the terms of the Transaction as follows:

1. Subject to the Company declaring itself satisfied with its due diligence of

PCTI within 60 days of the execution of the LOI, the Parties agree to enter

into a definitive agreement for the consummation and closing of the

Transaction no later than within 240 days of the execution of the LOI.

2. Such definitive agreement will incorporate the Parties' understandings with


   respect to the terms of the closing of the Transaction, among other things,
   the following:




  (i)  The Company shall receive all of the PCTI Shares from CC

  (ii) In exchange for the PCTI Shares, the Company shall issue the following to
       CC:




  a. 19,000 (nine hundred and fifty thousand) shares of Series A (as defined in
     the Binding LOI); and

  b. 20,000 (twenty thousand) shares of Series B (as defined in the Binding LOI);
     and

  c. 500 (five hundred) shares of Series C (as defined in the Binding LOI).

  d. In addition, the Company shall pay an amount equal to $600,000 USD to PCTI
     which may be paid in multiple tranches with the total payment amount being
     paid in full at the latest upon execution of the Definitive Agreement or at
     such other date as shall be specified by the Parties;












  e. Each of the Company and PCTI shall retain its respective current CEO and
     Director(s), and no other director(s) shall be appointed within the context
     of the Closing.

The above description of the Binding LOI is filed as Exhibit 10.1 hereto and is incorporated in its entirety herein by this reference.

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

To the extent required by Item 3.03 of Form 8-K, the information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.03.




ITEM 8.01 OTHER EVENTS

On December 20, 2019 the Company issued a press release announcing the execution of the Binding Letter of Intent, which is filed as an exhibit hereto.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.





(c) Exhibits



Exhibit No.   Description

10.1            Binding Letter of Intent, dated December 18, 2019 by and between
              Elite Group Inc., Power Conversion Technologies Inc. and Catherine
              Chis.

99.1            Press release dated December 20, 2019 of Elite Group Inc.,
              announcing the execution of the Binding LOI.

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