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

                           Form 10-QSB

(Mark One)

[X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       For the quarterly period ended: SEPTEMBER 30, 2005

[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

       For the transition period from ______________to________________

       Commission file number 333-121663


                         ELITE ARTZ, INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)


                Nevada                         90-0201309
-------------------------------   --------------------------------
       (State or other jurisdiction of   (IRS Employer Identification No.)
        incorporation or organization)


       4950 W. Craig Road, Suite 3-235, as Vegas, NV 89130
      -----------------------------------------------------
             (Address of principal executive offices)


                          (702)655-3591
                    --------------------------
                   (Issuer's telephone number)

Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes [X]   No [ ]

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act.)

Yes [ ]   No [X]

               APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date: November 5, 2005   30,059,500
common shares $0.001.

Transitional Small Business Disclosure Format (check one). Yes [ ]  No [X]

                               -1-
<PAGE>

                           FORM 10-QSB
                         ELITE ARTZ, INC.

                              INDEX
                                                                     Page
                  PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS ..............................................2

         Balance Sheets - September 30, 2005 and December 31, 2004..........3

         Statement of Operations for the Three and Nine Months Ended
         September 30, 2005 and 2004 and Since Inception July 14, 2002......4

         Statement of Changes in Stockholders Equity from Inception
         to September 30, 2005..............................................5

         Statement of Cash Flows for the Nine Months Ended
         September 30, 2005 and 2004 and Since Inception July 14, 2002......6

         Notes to Financial Statements......................................7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION OR PLAN OF OPERATION..........................11

ITEM 3.  CONTROLS AND PROCEDURES...........................................14

                    PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.................................................14

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.......14

ITEM 3.  DEFAULTS IN SENIOR SECURITIES.....................................15

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............15

ITEM 5.  OTHER INFORMATION.................................................15

ITEM 6.  EXHIBITS..........................................................15

SIGNATURES.................................................................16



                  PART I: FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

The financial information set forth below with respect to our statements of
operations for the three and nine month periods ended September 30, 2005 and
2004 are unaudited.  This financial information, in the opinion of management,
includes all adjustments consisting of normal recurring entries necessary for
the fair presentation of such data.  The results of operations for the three
and nine month periods ended September 30, 2005 are not necessarily indicative
of results to be expected for any subsequent period.

                               -2-
<PAGE>

                         ELITE ARTZ, INC.
                   (Development Stage Company)
                          BALANCE SHEETS
              September 30, 2005 and December 31, 2004

==============================================================================

                                                     Sept 30,      Dec. 31,
                                                       2005         2004
                                                  -------------- -------------
                                                    (Unaudited)
ASSETS
CURRENT ASSETS

  Cash                                            $      12,994  $      1,958
  Inventory - for resale                                  5,250        15,200
                                                  -------------- -------------
    Total Current Assets                                 18,244        17,158

AVAILABLE - FOR - SALE SECURITIES                        14,000        57,500
                                                  -------------- -------------

                                                  $      32,244  $     74,658
                                                  ============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

  Accounts payable                                $       3,850  $      2,090
                                                  -------------- -------------
    Total Current Liabilities                             3,850         2,090
                                                  -------------- -------------
STOCKHOLDERS'  EQUITY

  Preferred stock
    20,000,000 shares authorized at $0.001
    par value; none issued                                    -             -
  Common stock
    50,000,000 shares authorized at $0.001
    par value; 3,059,400 shares issued and
    outstanding on September 30                           3,059         3,038
  Capital in excess of par value                        281,841       271,162
  Deficit accumulated during the development stage     (256,506)     (201,632)
                                                  -------------- -------------
    Total Stockholders' Equity                           28,394        72,568
                                                  -------------- -------------
                                                  $      32,244  $     74,658
                                                  ============== =============




The accompanying notes are an integral part of these financial statements


                               -3-

<PAGE>
<TABLE>
<CAPTION>




                               ELITE ARTZ, INC.
                         (Development Stage Company)
                           STATEMENT OF OPERATIONS
       For the Three and Nine Months Ended September 30, 2005 and 2004
    and the Period July 15, 2002 (Date of Inception) to September 30, 2005
                                 (Unaudited)

======================================================================================================


                                  Three Months  Three Months  Nine Months  Nine Months   Inception to
                                    Sept 30,       Sept 30,     Sept 30,     Sept 30,      Sept 30,
                                      2005          2004          2005         2004          2005
                                 ------------- ------------- ------------- ------------- -------------


                              <c>           <c>           <c>           <c>           <c>
SALES                            $     16,000  $     25,000  $     27,700  $    137,500  $    190,000

COST OF SALES                           8,500        13,210        15,650       184,735       217,335
                                 ------------- ------------- ------------- ------------- -------------
  Gross  profit  (loss)                 7,500        11,790        12,050       (47,235)      (27,335)
                                 ------------- ------------- ------------- ------------- -------------
EXPENSES

  Sales and marketing                   2,738         9,500         5,770        17,000        25,520
  Administrative                        9,920        13,422        17,654        26,569       105,151
                                 ------------- ------------- ------------- ------------- -------------

                                       12,648        22,922        23,424        43,569       130,671
                                 ------------- ------------- ------------- ------------- -------------
NET LOSS - before other expenses       (5,148)      (11,132)      (11,374)      (90,804)     (158,006)

OTHER EXPENSES

  Unrealized loss in available-
   for-sale securities                (28,000)      (45,000)      (43,500)      (45,000)      (98,500)
                                 ------------- ------------- ------------- ------------- -------------

NET LOSS                         $    (33,148) $    (56,132) $    (54,874) $   (135,804) $   (256,506)
                                 ============= ============= ============= ============= =============
NET LOSS PER COMMON SHARE

  Basic and diluted              $       (.01) $       (.02) $       (.02) $       (.05)
                                 ============= ============= ============= =============
AVERAGE OUTSTANDING SHARES

  Basic (stated in 1,000's)             3,038         3,012         3,038         2,997
                                 ============= ============= ============= =============


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

                                     -4-

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                              ELITE ARTZ,  INC.
                         (Development Stage Company)
                 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
   For the Period July 15, 2002 (Date of Inception) to September 30, 2005

======================================================================================================


                                                                            Capital in
                                                       Common Stock         Excess of     Accumulated
                                                  Shares         Amount     Par Value       Deficit
                                               ------------- ------------- ------------- -------------


                                            <c>           <c>           <c>           <c>
Balance July 15, 2002                                     -  $          -  $          -  $          -

Issuance of common stock for cash at $.002        2,500,000         2,500         2,500             -

Issuance of common stock for cash at $.50           314,000           314       156,686             -

Net operating loss for the period ended
  December 31, 2002                                       -             -             -       (11,450)

Issuance of common stock for cash at $.50           142,000           142        70,858             -

Net operating loss for the year ended
  December 31, 2003                                       -             -             -       (38,253)

Issuance of common stock for cash at $.50            82,400            82        41,118             -

Net operating loss for the year ended
  December 31, 2004                                       -             -             -      (151,929)
                                               ------------- ------------- ------------- -------------

Balance December 31, 2004                         3,038,400         3,038       271,162      (201,632)

Capital contributions (unaudited)                         -             -           200             -

Issuance of common stock for cash
  at $.50 - September 2005 (unaudited)              21,000            21        10,479             -

Net operating loss for the nine months
  ended September 30, 2005 (unaudited)                   -             -             -       (54,874)
                                               ------------- ------------- ------------- -------------

Balance September 30, 2005 (unaudited)            3,059,400  $      3,059  $    281,841  $   (256,506)
                                               ============= ============= ============= =============




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


                                     -5-

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                               ELITE ARTZ, INC.
                         (Development Stage Company)
                           STATEMENT OF CASH FLOWS
        For the Nine Months Ended September 30, 2005 and 2004 and the
       Period July 15, 2002 (Date of Inception) to September 30, 2005
                                 (Unaudited)

======================================================================================================


                                                                                   Inception to
                                                          Sept 30,      Sept 30,      Sept 30,
                                                            2005         2004           2005
                                                      ------------- -------------- --------------

                                                   <c>           <c>            <c>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                           $    (54,874) $    (135,804) $    (256,506)
   Adjustments to reconcile net loss to
   net cash provided by operating activities:

     Changes in inventory                                    9,950        162,195       (117,750)
     Changes in accounts payable                             1,760              -          3,850
     Unrealized loss in available-for-sale securities       43,500         45,000         98,500
                                                      ------------- -------------- --------------

      Net Cash Provided (Used) by Operating Activities         336         71,391       (271,906)

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase available-for-sale securities                        -       (112,500)             -
                                                      ------------- -------------- --------------
      Net Cash Provided (Used) by Investing Activities           -       (112,500)             -

CASH FLOWS FROM FINANCING ACTIVITIES

   Contribution to capital                                     200              -            200
   Proceeds from issuance of common stock                   10,500         41,199        284,700
                                                      ------------- -------------- --------------

      Net Cash Provided by Financing Activities             12,700         41,299        284,900
                                                      ------------- -------------- --------------

   Net Increase (Decrease) in Cash                          11,036             90         12,994

   Cash at Beginning of Period                               1,958            702              -
                                                      ------------- -------------- --------------

   Cash at End of Period                              $     12,994  $         792  $      12,994
                                                      ============= ============== ==============


NON-CASH FLOWS FROM OPERATING ACTIVITIES

    Trade of art  inventory for available-for-sale securities - 2004               $     112,500
    Less valuation adjustment                                                            (98,500)
                                                                                   --------------
                                                                                   $      14,000
                                                                                   ==============



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

                                     -6-


</TABLE>
<PAGE>

                         ELITE ARTZ, INC.
                   (Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                        September 30, 2005

==============================================================================

1.  ORGANIZATION

The Company was incorporated under the laws of the State of Delaware on July
15, 2002 with authorized common stock of 50,000,000 shares at $0.001 par value
with the name "North American Marketing Corporation".   On March 25, 2004 the
Company changed it domicile to the state of Nevada in connection with a name
change to  "Elite Artz, Inc."  and the addition of authorized preferred stock
of 20,000,000 shares with a par value of $.001. The terms of the preferred
stock have not been determined by the board of directors of the Company.

The Company was organized to engage in the business of direct marketing of
fine quality original oil paintings and framed and matted prints,  by  well
known artists, as well as specialty collections to hospitals, corporations,
colleges and private individuals.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods
------------------

The Company recognizes income and expenses based on the accrual method of
accounting.

Dividend Policy
---------------

The Company has not yet adopted a policy regarding payment of dividends.

Basic and Diluted Net Income (Loss) Per Share
---------------------------------------------

Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common shares
and common equivalent shares outstanding as if shares had been issued on the
exercise of any common  share rights unless the  exercise becomes antidilutive
and then only the basic per share amounts are shown in the report.

Estimates and Assumptions
-------------------------

Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles.  Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.  Actual results could vary from the estimates that were assumed in
preparing these financial statements.


                               -7-
<PAGE>


                         ELITE ARTZ, INC.
                   (Development Stage Company)
            NOTES TO FINANCIAL STATEMENTS - continued
                        September 30, 2005

==============================================================================

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Financial Instruments
---------------------

The carrying amounts of financial instruments   are considered by management
to be their estimated fair values due to their short term maturities.

Income Taxes
------------

The Company utilizes the liability method of accounting for income taxes.
Under the liability method deferred tax assets and liabilities are determined
based on the differences between financial reporting and the tax bases of the
assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect, when the differences are expected to reverse.  An
allowance against deferred tax assets is recognized, when it is more likely
than not, that such tax benefits will not be realized.

On September 30, 2005, the Company had a net operating loss available for
carry forward of  $158,006.  The tax benefit of approximately $47,000 from the
loss carry forward has been fully offset by a valuation reserve because the
use of the future tax benefit is doubtful since the Company has  been unable
to project an estimated future operating profit.  The loss carryforward
expires beginning in the years 2023 through 2026.

Concentration of Credit Risk
-----------------------------

There  are  no financial  instruments that potentially subject the Company to
significant concentration  of credit risks.

Estimates and Assumptions
-------------------------

Management uses estimates and assumptions in preparing financial statements in
accordance with accounting principles generally accepted in the United States
of America.  Those estimates and assumptions affect the reported amounts of
the assets and liabilities, the disclosure of contingent assets and
liabilities, and the reported revenues and expenses.  Actual results could
vary from the estimates that were assumed in preparing these financial
statements.

Revenue Recognition
-------------------

Revenue is recognized on the sale and delivery of a product or the completion
of  services provided.

Advertising and Market Development
----------------------------------

The company expenses advertising and market development costs as incurred.


                               -8-
<PAGE>


                         ELITE ARTZ, INC.
                   (Development Stage Company)
            NOTES TO FINANCIAL STATEMENTS - continued
                        September 30, 2005

==============================================================================

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Inventory
---------

Inventory consists of oil paintings and framed matted prints ready for sale
and is stated at the lower of  cost or market, which is determined on an item
by item basis.

Marketable Securities
---------------------

The Company accounts for investments under the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." Investment securities are
classified into one of three categories: held-to-maturity, available-for-sale,
or trading. Securities are considered held-to-maturity when the Company has
the positive intent and ability to hold the securities to maturity. These
securities are recorded as either short-term investments or long-term
marketable securities on the balance sheet depending upon their original
contractual maturity dates. Held-to-maturity securities are stated at
amortized cost, including adjustments for amortization of premiums and
accretion of discounts. Securities are considered trading when bought
principally for the purpose of selling in the near term. Trading securities
are recorded as short-term investments and are carried at market value.
Unrealized holding gains and losses on trading securities are included in
operating income. Securities not classified as held-to-maturity or as trading
are considered available-for-sale. Available-for-sale securities are recorded
as either short-term investments or long-term marketable securities and are
carried at market value with unrealized gains and losses included in other
comprehensive income in stockholders' equity. Temporary unrealized decreases
in value are reported as other comprehensive income or loss, and other-than-
temporary unrealized decreases in value are expensed.

Recent Accounting Pronouncements
--------------------------------

The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its  financial statements.

3.  AVAILABLE-FOR-SALE SECURITIES

During June 2004 the Company received 50,000 common shares of Imedia
International, Inc. resulting from the trade of its inventory.  The fair
market value of the stock received was $2.25 per share on the date of the
trade. On the date of this report the fair market value had decreased to $.28
per share. After that date the market value has fluctuated in value and the
financial condition of Imedia International, Inc. is uncertain.  Management
has no immediate plans to sell the securities, however they are available to
be sold at the prevailing market, if needed. Temporary unrealized decreases in
value are reported as other comprehensive income or loss, and other than
temporary unrealized decreases in value are expensed.  The decrease in value
of the above securities are considered to be other than temporary and has been
expensed.

                               -9-
<PAGE>



                         ELITE ARTZ, INC.
                   (Development Stage Company)
            NOTES TO FINANCIAL STATEMENTS - continued
                        September 30, 2005

==============================================================================


4.  CAPITAL STOCK

Since inception the Company has completed private placement offerings of
3,038,400 common shares for $274,200;  and, during September 2005, 21,000
common shares were sold for $10,500.  The 21,000 shares were issued November
2, 2005.

5.  SIGNIFICANT RELATED PARTY TRANSACTIONS

Officer-directors and their families have acquired 76% of the outstanding
common stock of the Company.

                               -10-
<PAGE>


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          PLAN OF OPERATION

In this report references to "Elite Artz" "we," "us," and "our" refer to Elite
Artz, Inc.

        SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Securities and Exchange Commission ("SEC") encourages companies to
disclose forward-looking information so that investors can better understand
future prospects and make informed investment decisions.  This report contains
these types of statements.  Words such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "project," or "continue" or comparable terminology
used in connection with any discussion of future operating results or
financial performance identify forward-looking statements.  You are cautioned
not to place undue reliance on the forward-looking statements, which speak
only as of the date of this report.  All forward-looking statements reflect
our present expectation of future events and are subject to a number of
important factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.

Overview
---------

We are a development stage company founded in July of 2002. Although we have
conducted operations since then, we have had only limited revenues and have
operated at a loss. Our activities to date consist of our formation and
business plan development, the acquisition and sale of our inventory
(artwork), and various placements of our stock.  On July 20, 2005, our Form
SB-2 Registration Statement under the Securities Act of 1933 was declared
effective for the sale of up to 200,000 shares of our common stock by the
Company and the resale by certain selling shareholders of 745,900 shares. Our
offering closed on October 31, 2005 with only 21,000 shares sold by the
Company.

Results of Operations
--------------------

We have experienced losses since inception.  We suffered a net loss of $33,148
during our third quarter of 2005 with brings our loss for 2005 fiscal year to
date to $54,874. Our losses since inception total $256,506.

Sales of our artwork inventory in our third quarter of 2005 were $16,000
compared to $25,000 in sales in our third quarter of 2004.  Costs of our third
quarter sales this year were $8,500 of sales in compared to $13,210 in our
2004 third quarter resulting in a gross profit of $7,500 in 2005 and $11,790
in 2004.  When comparing revenues for the first nine months of each year,
there was $27,700 in revenues in 2005 with cost of those sales at $15,650 for
a gross profit of $12,050. Sales were significantly higher in the first nine
months of 2004 at $137,500; however, the associated costs of those sales were
$184,735 resulting in a gross loss from sales of $47,235.  This was the result
of selling a large amount of original artwork inventory to one customer at a
discount. Our overall sales since inception are $190,000 with a gross loss of
$27,335.  Although our sales have been significantly lower in 2005 our profit
margin is higher at 44% for the first three quarters and 47% in the third
quarter.

                               -11-

<PAGE>



We had $12,648 in expenses for the three months ended September 30, 2005 which
consisted of $2,738 in marketing/sales expenses and the balance in
administrative expenses. Our expenses were almost double in the third quarter
of the prior year, $22,922, with $9,500 spent on sales and marketing, and
$13,422 on administrative expenses.  We spent four times the amount of money
on sales and marketing in 2004 with administrative expenses about 27% higher
than in the current third quarter.  When looking at the nine months period
ended September 30, 2005 and 2004, our expenses were reduced by nearly 50%
between the two periods. In the 2005 nine month period, we had $5,770 in sales
and marketing expenses; it was more than triple that in 2004 at $17,000.
Administrative expenses in the first nine months of 2005 were $17,654, about
34% less than the $26,659 spent in the comparable 2004 period.  Generally, the
higher expenses in 2004 were a result of more intensified business plan
development, as well as extra sales efforts associated with our larger
inventory in 2004.

Our net loss before other expenses as of the three months ended September 30,
2005 was $5,148 and $11,132 for those same three months in 2004; our net loss
before other expenses was $11,374 for the nine period ended September 30, 2005
compared to $90,804 in that period of 2004. In the 2005 third quarter, the
decreased net loss before other expenses is a result of lower administrative
and marketing expenses combined with a slightly higher profit margin; the nine
month period 2004 net losses before other expenses were considerably higher
than that period in 2005 mostly due to the higher costs of sales which
resulted in gross losses from sales in that period. Our total net loss for the
three months ended September 30, 2005 was $33,148 compared to $56,132 in that
period of 2004; during the nine months ended September 30, 2005 we experienced
a net loss of $54,874 compared to $135,804 in that period of 2004.  In each of
the three and nine month periods our net loss was significantly increased by
other expenses consisting of an unrealized loss in available-for-sale
securities which reduced in value in each quarter.

Liquidity and Capital Resources
-------------------------------

We have assets of $32,224 consisting of $12,994 in cash, $5,250 in inventory,
and $14,000 in available-for-sale securities. We have $3,850 in liabilities
consisting solely of accounts payable.  Our inventory consists of original
artwork. The available-for-sale securities consist of 50,000 shares of iMedia
International, Inc. which we received as payment for $171,525 worth of
inventory in June of 2004.  The transaction has resulted in a gross loss of
$157,525 when taking into account our September 30, 2005 valuation adjustment
on the securities of $98,500.

Trends and Uncertainties
------------------------

Our prospects must be considered in light of the risks, difficulties, and
expenses frequently encountered by companies in their early stage of
development, particularly companies in rapidly changing markets such as ours
without significant barriers to entrance. To address these risks, we must,
among other things, maintain an awareness of current trends in art
appreciation as it relates to interior design and consumer demand for both
public and private use; implement and successfully execute our business and
marketing strategy; update and add to our existing inventory in response to
evolving customer demands; provide quality customer service; respond to
competitive developments; find and solicit new artists or unknown artists
where we can purchase quality art at reasonable prices, and attract, retain
and motivate qualified personnel. There can be no assurance we will be
successful in addressing such risks, and the failure to do so would seriously
harm our business, financial condition, and results of operations. Our current
and future expense levels are based on our planned operations and estimates of
future revenues.


                               -12-
<PAGE>


We are unable to accurately forecast revenues nor can we be certain we will be
able to capture any substantial portion of our target market. Accordingly, we
believe that period-to-period comparisons of our operating results are not
very meaningful and should not be relied upon as an indication of future
performance.

Some of the following conditions could have a material impact on our short or
long-term liquidity:

     .  Our failure to successfully complete our offering which leaves us
        unable to purchase new inventory;

     .  general risks associated with buying and selling original artwork
        which is very unpredictable and often a matter of personal taste;

     .  the overall inexperience of management in the purchase and sale of
        artwork;

     .  any failure to obtain additional working capital when needed;

     .  loss of key personnel and dependence on one individual to generate
        business;

     .  lack of market acceptance of our services;

     .  inability to compete with art galleries with name experience and name
        recognition in our geographical location;

     .  an inability to forecast trends in original art work or provide our
        clients with what they are looking for;

     .  the ability to attract and retain qualified and effective personnel,
        and

     .  management of the our growth in an effective manner.


Plan of Operation over the Next 12 Months
-----------------------------------------

We have only $12,994 in  cash to satisfy our cash requirements over the next
12 months.  We also have $5,250 in inventory and $14,000 in available for sale
securities which could provide us with some additional cash. Management was
not successful in selling our offering, raising only $10,500 before it closed
on October 31, 2005. Management has determined that we need a minimum of
$4,000 per month to fund day to day operations and therefore we have
sufficient cash to fund operations for approximately 8 months provided we are
successful in selling our existing inventory and are able to sell our
available-for-sale securities, if needed.  This does not include the purchase
of additional inventory to expand or replace inventory have sold, or funds
needed to continue with our business plan. Nor does it take into account the
possibility of further devaluation of the available for sale securities before
we are able to sell them. These securities reduced in value $28,000 since the
last quarter. We will therefore need the proceeds from some other source to
continue operations if we are to proceed with our business plan.

                               -13-

<PAGE>


Although most of our business development is being handled by our officers/
directors who are not taking any compensation, we will need additional funds
to conduct operations over the next year both to help fund our existing
operations AND to continue to develop our business. This includes the purchase
and marketing of artwork inventory.   It also includes the additional expenses
associated with our reporting obligations which commenced upon the effective
date of our registration statement, and involves considerable time, energy and
professional fees including legal and accounting.

Management will likely be forced to look to other ways to fund our operations.
We could attempt to receive loans from either related parties such as
shareholders or directors, or we could receive loans from unrelated third
parties. However, there are no written agreements with any party regarding
loans or advance. If these parties do provide loans or advances, we may repay
them, or we may convert them into common stock. We do not, however, have any
commitments or specific understandings from any of the party or from any
individual, in writing or otherwise, regarding any loans or advances or the
amounts.

Management also anticipates that additional capital may also be provided by
private placements of our common stock.  We would issue such stock pursuant to
exemptions provided by federal and state securities laws.  The purchasers and
manner of issuance would be determined according to our financial needs and
the available exemptions. We do not intend to do a private placement of our
common stock at this time.

At this time, we have no commitments from anyone for financing of any type.


ITEM 3.  CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. Based on the evaluation
of our disclosure controls and procedures (as defined in Securities Exchange
Act of 1934 Rules 13a-15(e) and 15d-15(e)) required by Securities Exchange Act
Rules 13a-15(b) or 15d-15(b), our Chief Executive Officer and Chief Financial
Officer have concluded that as of the end of the period covered by this
report, our disclosure controls and procedures were effective.

(b) Changes in internal controls. There were no changes in our internal
control over financial reporting that occurred during our most recent fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.


                   PART II   OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None.


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We have had no sales of unregistered securities in the current quarter.

The following information is provided in accordance with Rule 701(f) regarding
Use of Proceeds of a registration in effect during the quarter being reported
on:


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<PAGE>


On July 20, 2005, our registration statement on Form SB-2 was declared
effective by the Securities and Exchange Commission, file number 333-121663.
Pursuant to the registration statement, we registered a maximum of 200,000
shares of our common stock for sale to the public through one of our officers
in a self-underwritten offering. Selling shareholders also offered an
aggregate of 745,900 shares for resale. The offering price was $0.50 per
share.

Between July 20, 2005 (commencement date of offering) and September 30, 2005,
we received $10,500 in offering proceeds from 16 subscribers for the purchase
of 21,000 shares.   Management closed the offering on October 31, 2005 with no
other proceeds.  As of the date of this report, we had not yet expended our
offering proceeds including any expenses associated therewith.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.


ITEM 5.  OTHER INFORMATION

         None.


ITEM 6.  EXHIBITS

2.1      Plan of Merger *
3.1.1    Articles of Incorporation Elite Artz *
3.1.2    Articles of Merger *
3.2      By-laws *
31.1     Certification of Principal Executive Officer as adopted
         pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2     Certification of Principal Financial Officer pursuant to Section 302
32.1     Certification of Principal Executive and Financial Officer Pursuant
         to 18 U.S.C Section 1350 as Adopted Pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002.

         * filed as part of our initial registration on Form SB-2
           with the Securities and Exchange Commission on 12/23/04

                               -15-

<PAGE>
                            SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   ELITE ARTZ, INC.
                                       (Registrant)


DATE: November 8, 2005            By: /s/ David Cartisano
                                    ----------------------------------
                                    David Cartisano
                                    Chief Executive Officer, President
                                    and Director


DATE: November 8, 2005              By: /s/ Stephen Cartisano
                                    -----------------------------------
                                    Stephen Cartisano
                                    Chief Financial and Accounting
                                    Officer, Treasurer and Director




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