UNITED STATES  SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-QSB  (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended SEPTEMBER 30, 2007  o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT  For the transition period from ___________ to ______________   ELITE ARTZ, INC. (Name of small business issuer in its charter)  Nevada000-5202090-0201309(State or jurisdiction of incorporation)(Commission file no.)(I.R.S. Employer Identification No.)    4950 W. Craig Road, Suite 3-235, Las 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 Securities Exchange Act of 1934 during the preceding 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   þ      NO   ̈  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES   ̈     NO  þ  APPLICABLE TO CORPORATE ISSUERS:  As of November 1, 2007 the issuer had 6,118,800 shares of common stock outstanding  Transitional Small Business Disclosure Format (Check one): YES   ̈     NO  þ       TABLE OF CONTENTS  PART I 3 Item 1.  Financial Statements 3 Item 2. Managements Discussion and Analysis 12 Item 3.  Controls and Procedures 17 PART II  OTHER INFORMATION 18 Item 3.  Defaults Upon Senior Securities 18 Item 4.  Submission of Matters to a Vote of Security Holders. 18 Item 5.  Other Matters. 18 Item 6.  Exhibits. 20 SIGNATURES 21    2      PART I     Item 1.  Financial Statements     ELITE ARTZ, INC. (A Development Stage Company)  UNAUDITED FINANCIAL STATEMENTS  September 30, 2007   Balance Sheet 4  Statements of Operations for the three and nine months ended September 30, 2007 and 2006 and for the period July 15, 2002 (Date of Inception) to September 30, 2007 5  Statements of Cash Flows for the nine months ended September 30, 2007 and 2006 and for the period July 15, 2002 (Date of Inception)  to September 30, 2007 6  Notes to Financial Statements 7  3       ELITE ARTZ, INC.(A Development Stage Company)BALANCE SHEET(Unaudited)ASSETSSept. 302007Current AssetsCash$-Total Current Assets-$-LIABILITIES AND STOCKHOLDERS' EQUITYCurrent LiabilitiesAccounts Payable$16,538Advances-Related Party675Total Current Liabilities17,213Stockholders' Equity (Deficit)Preferred Stock20,000,000 shares authorized at $0.001 par value;none issued-Common Stock50,000,000 shares authorized at $0.001 par value;6,118,800 shares issued and outstanding6,119Capital in excess of par value279,081Deficit accumulated during the development stage(302,413)Total Stockholders' Equity (Deficit)(17,213)$-The accompanying notes are an integral part of these financial statements   4       ELITE ARTZ, INC.(A Development Stage Company)STATEMENTS OF OPERATIONSFor the Three and Nine Months Ended September 30, 2007 and 2006And the Period July 15, 2002 (Date of Inception) to September 30, 2007(Unaudited)For theFor theInceptionThree Months EndedNine Months EndedtoSep. 30,Sep. 30,Sep. 30,20072006200720062007Sales$-$7,411$500$45,411$263,789Cost of Sales3,6404,30015,761249,746Groff Profit (Loss)-3,771(3,800)29,65014,043ExpensesSales & Marketing-19,682-25,64549,216Depreciation-94-282470General & Administrative1,37526,04717,68573,616226,529Total Expenses1,37545,82317,68599,543276,215Net Operating Loss(1,375)(42,052)(21,485)(69,893)(262,172)Other Income (Expense)Debt forgiveness--52,920-52,920Loss on sale of assets--(661)-(661)Realized loss in availablefor-sale securities----(92,500)Total OtherIncome (Expense)--52,259-(40,241)Net Income (Loss)$(1,375)$(42,052)$30,774$(69,893)$(302,413)Net Income (Loss)Per Common ShareBasic & Diluted$(0.00)$(0.01)$0.01$(0.01)Average Outstanding SharesBasic & Diluted(stated in 1,000's)6,1196,1196,1196,119The accompanying notes are an integral part of these financial statements   5       ELITE ARTZ, INC.(A Development Stage Company)STATEMENTS OF CASH FLOWSFor the Nine Months Ended September 30, 2007 and 2006And the Period July 15, 2002 (Date of Inception) to September 30, 2007(Unaudited)InceptionFor the Nine Months EndedtoSep. 30,Sep. 30,200720062007Cash Flows From Operating Activities:Net Income (Loss)$30,774$(69,893)$(302,413)Adjustments to reconcile net loss tonet cash used by operating activities:Net Cash Used In Operating Activities:Depreciation-282470Changes in Inventory4,3002,140-Changes in Accounts Payable16,5381,04016,538Net Cash provided from (used in) Operating Activities51,612(66,431)(285,405)Cash Flows From Investing Activities:Purchase of Equipment & Furniture--(1,131)Disposition of Office Equipment661-661Net Cash from (used in) Investing Activities661-(470)Cash Flows From Financing Activities:Contributions to capital-140500Proceeds from notes payable-49,92052,920Advances-related party675-675Notes payable - debt forgiven(52,920)-(52,920)Proceeds from issuance of common stock--284,700Net Cash provided from (used in) Financing Activities(52,245)50,060285,875Net (Decrease) Increase In Cash28(16,371)-Cash at Beginning of Period(28)17,505-Cash at the End of Period$-$1,134$-Supplemental Disclosures of Cash Flow Information:Cash paid during the period for:Interest$-$-$-Income taxes$-$-$-The accompanying notes are an integral part of these financial statements  6      ELITE ARTZ, INC. (Development Stage Company) NOTES TO FINANCIAL STATEMENTS September 30, 2007  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.  There are no preferred shares issued.  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.  Financial Instruments  The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short term maturities.     7      ELITE ARTZ, INC. (Development Stage Company) NOTES TO FINANCIAL STATEMENTS - continued September 30, 2007   2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued  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, 2007, the Company had a net operating loss available for carry forward of $302,413.  The tax benefit of approximately $90,724 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 2028.  Concentration of Credit Risk  There are no financial instruments that potentially subject the Company to significant concentration of credit risks.  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.  Inventory  Inventory consisted of oil paintings and framed matted prints ready for sale and was stated at the lower of cost or market, which was determined on an individual basis.  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.    8      ELITE ARTZ, INC. (Development Stage Company) NOTES TO FINANCIAL STATEMENTS - continued September 30, 2007  3.  NOTES PAYABLE  During the year ended December 31, 2006 a non-related party made two no interest loans to the Company for a total of $8,920 payable on December 31, 2007 The notes are convertible at the option of the holder anytime after December 31, 2006 but no later than December 31, 2007 at a conversion price equal to the bid price of the Companys stock, or in the event there is no bid price, then the notes shall be converted into 90,000 shares of the Companys common stock.  The holder must give notice of conversion during the conversion period, absent such notice, the conversion rights expire at the end of the conversion period on December 31, 2007.  During the year ended December 31, 2006 a non-related party made two no interest loans to the Company for a total of $41,000 payable on December 31, 2007 The notes are convertible at the option of the holder anytime after December 31, 2006 but no later than December 31, 2007 at a conversion price equal to the bid price of the Companys stock, or in the event there is no bid price, then the notes shall be converted into 820,000 shares of the Companys common stock.  The holder must give notice of conversion during the conversion period, absent such notice, the conversion rights expire at the end of the conversion period on December 31, 2007.  During the year ended December 31, 2006 a non-related party made a no interest loan to the Company for $3,000 payable on December 31, 2007. The note is convertible at the option of the holder anytime after December 31, 2007 but no later than December 31, 2008 at a conversion price equal to the bid price of the Companys stock, or in the event there is no bid price, then the note shall be converted into 30,000 shares of the Companys common stock.  The holder must give notice of conversion during the conversion period, absent such notice, the conversion rights expire at the end of the conversion period on December 31, 2008.  On February 12, 2007 all of the notes and the underlying conversion rights were forgiven pursuant to the terms of the Share Exchange Agreement with WISHTOP Group Limited (WISHTOP), Grace Well Holdings Limited (GRACE WELL), Cheung Kai, the shareholder of WISHTOP and Feng Di, the shareholder of GRACE WELL.  4.  ADVANCES  During the period ended September 30, 2007, a director advanced funds for the payment of the Companys expenses.  5.  CAPITAL STOCK  Since inception the Company completed private placement offerings of 3,038,400 common shares for $284,700.  On May 24, 2007, the Company effected a 2 for 1 forward split of its common stock. This report has been retroactively adjusted to reflect the forward split.   9      ELITE ARTZ, INC. (Development Stage Company) NOTES TO FINANCIAL STATEMENTS - continued September 30, 2007  6.  MATERIAL EVENTS  On April 4, 2007, the Company closed the transaction set forth in the Share Exchange Agreement (the Share Exchange Agreement) with WISHTOP Group Limited (WISHTOP), Grace Well Holdings Limited (GRACE WELL), Cheung Kai, the shareholder of WISHTOP and Feng Di, the shareholder of GRACE WELL (collectively, the Shareholders).  Pursuant to the terms of the Share Exchange Agreement, the Company has acquired a 100% ownership interest in WISHTOP and a 100% ownership interest in GRACE WELL from the Shareholders. Consideration, which as of the date of this report has not been paid by Elite Artz to the Shareholders, consists of a total of 93,881,200 shares of its common stock (the Exchange Shares) in exchange for 100% of the ownership interests in each of WISHTOP and GRACE WELL. The Exchange took place according to the terms of the Share Exchange Agreement and in accordance with applicable law.  Following the issuance of the Exchange Shares, the Company will have a total of approximately 100,000,000 shares of its common stock issued and outstanding.  On June 15, 2007, this Share Exchange Agreement was mutually rescinded.  On June 29, 2007, the Company closed a transaction as set forth in an Agreement with WISHTOP and Feng Di, the shareholder of WISHTOP (the Shareholder).  Pursuant to the terms of the Agreement, the Company acquired a 100% ownership interest in WISHTOP from the Shareholder.  Consideration to be paid to the Shareholder consists of a total of 34,673,200 shares of the Companys common stock (the Exchange Shares) in exchange for 100% of the ownership interests in WISHTOP. The Exchange took place according to the terms of the Agreement and in accordance with applicable law.  After the Exchange Shares are issued, the Company will have a total of approximately 40,792,000 shares of its common stock issued and outstanding.  The transaction has since been rescinded.  On October 1, 2007, the Company entered into an Agreement for Share Exchange (the Agreement) with Parkade International Limited, a British Virgin Islands holding company (PARKADE), and Clifford Manufacturing Co. Ltd., the sole shareholder of PARKADE (CLIFFORD MANUFACTURING).  PARKADE, through its wholly-owned subsidiary Guangzhou City Panyu Clifford Real Estate Company Limited, a company registered under the laws of the Peoples Republic of China (Guangzhou City Panyu), owns certain real property located at Shawan, Panyu which totals approximately 800,000 square feet located in a real estate project known as Clifford Gardens (Clifford Gardens).  Clifford Gardens will consist of 18 blocks of high-rise residential buildings with a total saleable area of approximately 1,500,000 square feet.  Pursuant to the terms of the Agreement, ELITE shall acquire a 100% ownership interest in PARKADE from CLIFFORD MANUFACTURING.  Consideration to be paid by ELITE to CLIFFORD MANUFATURING shall be a total of 43,881,200 shares of its common stock and 5,000,000 share of its preferred stock (the Exchange Shares) in exchange for 100% of the ownership interests in PARKADE. The Exchange shall take place according to the terms of the Agreement and in accordance with applicable law.  Immediately following completion of the share exchange transaction through the issuance of the Exchange Shares, ELITE shall have a total of approximately 50,000,000 shares of its common stock issued and outstanding and 5,000,000 shares of its preferred stock issued and outstanding. Each share of preferred stock shall be initially convertible into ten (10) shares of common stock at the option of the holders, subject to the availability of the common stock, at any time and from time to time after the original issue date.  The Agreement will close subject to the provisions and conditions of the Agreement and the discretion of the parties.  10       ELITE ARTZ, INC. (Development Stage Company) NOTES TO FINANCIAL STATEMENTS - continued September 30, 2007   7. GOING CONCERN  The Company intends to acquire interests in various business opportunities which, in the opinion of management, will provide a profit to the Company; however, the Company does not have the working capital to be successful in this effort and to service its debt which raises substantial doubt about its ability to continue as a going concern.  Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional loans from an officer and equity funding which will enable the Company to operate for the coming year.   11          Item 2. Managements Discussion and Analysis  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.  General  We are a development stage company founded in July of 2002 as Elite Artz, Inc., a Nevada corporation. We were organized for the purpose of direct marketing § fine-quality original oil paintings, § framed and matted prints by well-known artists, and § specialty fine art collections to hospitals, corporations, colleges and private individuals at affordable prices. Although we have conducted operations since then, we had limited revenues and have operated at a loss.  During the first six months of 2007, we entered into various agreements calculated to result in a change in control, the acquisition of a subsidiary(s) and a change in our business direction. These transactions have not been consummated although we discontinued our artwork sales operations at the end of our first quarter in anticipation of new operations. We also effected a 2 for 1 forward split of our common stock.  See Item 5. Other Matters. for further discussion.  The following discussions are based on the financial statements for the three and nine months ended September 30, 2007 for Elite Artz, Inc and are based on the existing operations during that quarter which were discontinued during the March 31, 2007 quarter ended.   The following discussions are a summary and should be read in conjunction with the financial statements and notes thereto, included with this report in Item 1. Financial Statements.  Critical Accounting Estimates  The preparation of financial statements in conformity with accounting principals generally accepted in the United States of America required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent  12      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 estimates.  Results of Operations  The following discussions are based on the financial statements for the three and nine months ended September 30, 2007 and statements, and notes thereto, included with this report in PART I, Item 1, above.  Comparison of Three and Nine Months Ended September 30, 2007 and 2006 Operations  Three MonthsThree MonthsNine MonthsNine MonthsEndedEndedEndedEndedSept. 30, 2007Sept. 30, 2006Sept. 30, 2007Sept. 30, 2006(Unaudited)(Unaudited)(Unaudited)(Unaudited)Sales$                   -$             7,411$                500$           45,411Cost of sales-3,6404,30015,761Gross profit (loss)-3,771(3,800)29,650Total operating expenses1,37545,82317,68599,543(Loss) from operations(1,375)(42,052)(21,485)(69,893)Other Income--52,259-Net income (loss)(1,375)(42,052)30,774(69,893)Net income (loss) per share(0.00)(0.01)0.01(0.01)  Revenues and Cost of Revenues  Three months ended September 30, 2007 vs. 2006: Revenues are achieved through sales of our artwork inventory. We had no revenues in this years third quarter compared to our third quarter of 2006 when we posted $7,411 in revenues. Lack of revenues in this years third quarter is a result of the winding up of our artwork sales business in anticipation of the completion of our acquisition transactions.  Costs of this years third quarter sales were $-0- compared to the $3,640 cost of our last years third quarter sales which resulted in a gross profit of $3,771 in the third quarter of last year.  Nine months ended September 30, 2007 vs. 2006: We had revenues of only $500 in this years nine month period compared to $45,411 in revenues in that same nine month period last year. Costs of revenues for the nine months ended September 30, 2007 were $4,300 for a gross loss of $3,800; cost of sales in the six months ended September 30, 2006 were $15,761 for a gross profit of $29,650 for the period.  We had no revenues in the second and third quarters this year and only minimal revenues in the first quarter as a result of the winding up of our artwork sales business in anticipation of the completion of our acquisition transactions. We suffered a loss on sales this year due to the discounted first quarter sale of artwork inventory.   The acquisition transactions have not been successfully consummated.  Our overall sales since inception are $263,789, with a gross profit of $14,043.  13       Operating Expenses/Net Income  Three months ended September 30, 2007 vs. 2006We had $1,375 in expenses for our quarter ended September 30, 2007, all in the general and administrative category, compared to $45,823 we spent in the three months ended September 30, 2006 which consisted of $19,682 in sales and marketing, a $94 depreciation expense, and $26,047 in general and administrative expenses.  Our higher expenses during the third quarter of 2006 were a result of managements efforts to both increase sales and analyze our market potential. We also rented office space in Salt Lake City, Utah, for both sales and administrative work and to store our artwork inventory which was month to month at a cost of $2,500.  We did not have rent expenses in this years third quarter. We conducted minimal operations during the third quarter this year in preparation of the closing of our acquisition transaction which has not been completed.  Nine months ended September 30, 2007 vs. 2006 We had $17,685 in expenses during the nine months ended September 30, 2007, most of that occurring during the second quarter, compared to expenses of  $99,543 in expenses during the nine months ended September 30, 2006.  This years nine-month period expenses were all in the general and administrative category compared to last years which consisted of nearly $25,645 in sales and marketing, a $282 depreciation expense and $73,616 in general and administrative expenses.  Higher expenses during the September 30, 2006 period ended were due to expenses associated with sales and marketing efforts as well as higher expenses associated with operations.  We conducted minimal operations in that period this year as we worked to complete our acquisition.  Other Income  We had no other income or expenses during the three months ended September 30, 2007 or 2006.  During the comparative nine month periods we had other income of $52,259 in our first quarter which consisted of the forgiveness of $52,920 in debt as part of close of our acquisition transaction which was scheduled to be consummated subsequent to our June 30, 2007 quarter end and a $661 loss on the sale of office equipment.  There was no comparable other income or losses during the first six months of last year.  Net Income (Loss)  We suffered a net loss in both the September 30, 2007 and 2006 three-month periods of $1,375 and $42,052, respectively.  When comparing the nine month periods ended, we had net income in the first nine months ended September 30, 2007 of $30,774 compared to a net loss of $69,893 in the same period last year when revenues were not sufficient to offset operating expenses. This year the forgiveness of $52,920 in debt resulted in a net income to Elite during the period.  14       Liquidity and Capital Resources  Balance Sheet Information  The following information is a summary of our balance sheet as of September 30, 2007  September 30, 2007Total Current Assets$                            -Net Fixed Assets-Total Assets-Total Liabilities17,213Accumulated Deficit(302,413)Total Stockholders Deficit(17,213)   We have no assets and no liabilities as of September 30, 2007. We sold our remaining artwork inventory, and $52,920 in debt was forgiven as part of managements efforts to wind down our existing operations as part of our transition into new operations which will take place in the next quarter.  Cash Flows from Operations  Operations provided $51,612 during our nine months ended September 30, 2007 compared to cash used in operations of $66,431 during the same nine months in 2006.  Investing Activities  We had no investing activities during the first nine months of the 2007 fiscal year except the disposition of $661 of office equipment; during the prior years nine month period we had no investing activities.  FinancingActivities  During the year ended December 31, 2006, we funded our losses mostly through loans from non-related parties represented by five convertible notes below:  · Thefirst is for $2,537 and is due and payable on December 31, 2006. The holder has the option to convert this note into common stock at a conversion price equal to the bid price of our common stock on the conversion date, or, if there is no bid price, into 25,000 shares of common stock.  The holder can convert any time after December 31, 2006, but not later than December 31, 2007, by giving notice to Elite.  · Thesecond note is for $6,383 and is due and payable on December 31, 2006.  It has the same conversion rights as above and is convertible into 65,000 shares of our common stock.   15      · Thethird is for $25,000 and is due and payable on December 31, 2006. The holder has the option to convert this note at a conversion price equal to the bid price of our common stock at the conversion date, or if there is no bid price, into 500,000 shares.  The conversion period is anytime after December 31, 2006 and no later than December 31, 2007 by giving notice to Elite.  · Thefourth is for $20,000 and is due and payable on December 31, 2006.  It has the same conversion rights as the third note and is convertible into 400,000 of our shares absent a bid price, The principal on this note was reduced to $16,000 and the shares into which the note can be converted have reduced proportionately to 320,000 shares  · Thefifth is for $3,000 and is due and payable on December 31, 2008.  The holder has the option to convert the a portion or all of the principal into our common stock at a conversion price equal to the bid price of our common stock at the date of the conversion, or if there is no bid price, into 30,000 shares of common stock. The conversion period is December 31, 2007 through December 31, 2008.  During our the nine months ended September 30, 2007, we satisfied each of the above referenced convertible notes as part of the transaction discussed below in Acquisition of Subsidiaries through Issuance of Common Stock and under Part II. Item 5. Other Matters which resulted in the elimination of $52,920 in debt and an increase to paid in capital by that same amount.  During the same period last year, financing activities consisted of contribution to capital of $140 and proceeds from two notes payable of $49,920,  Acquisition of Subsidiaries through Issuance of Common Stock  Various efforts calculated to result in the acquisition of a subsidiary(s) through the issuance of common stock during the six months ended June 30, 2007 have not be consummated. (See Part II, Item 5. Other Matters for a detailed discussion.) We will likely fund future acquisitions with the issuance of our common stock  Off-Balance Sheet Arrangements  None.  Trends and Uncertainties  We wound down and discontinued our artwork sales operation in the first quarter of 2007 in preparation of new business operations.  As a result, we have the following immediate and substantial risk:  We intend to acquire interests in various business opportunities and to this end have ceased conducting our artwork sales operations.  We have entered into two different transactions during the past 9 months which have not been successfully consummated and a third transaction was entered into subsequent to the period of this report on October 1, 2007. We have no revenues and no working capital to pursue this effort which raises substantial doubt about our ability to  16      continue as a going concern.  Continuation as a going concern is dependent upon obtaining additional working capital and management has developed a strategy which it believes will accomplish this objective through additional loans from an officer and equity funding which will enable us to operate for the coming year.  Management continues to pursue other business interests.     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.  At the end of 2007, Section 404 of the Sarbanes-Oxley Act will require our management to provide an assessment of the effectiveness of our internal control over financial reporting, and at the end of 2008, our independent registered public accountants will be required to audit managements assessment. We have not yet started the process of performing the system and process documentation, evaluation and testing required for management to make this assessment and for its independent registered public accountants to provide their attestation report. This process will require significant amounts of management time and resources. In the course of evaluation and testing, management may identify deficiencies that will need to be addressed and re-mediated   17      PART II  OTHER INFORMATION   Item 1.  Legal Proceedings.  None.  Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.  None.   Item 3.  Defaults Upon Senior Securities  None.   Item 4.  Submission of Matters to a Vote of Security Holders.  None.   Item 5.  Other Matters.  Forward Split or our Stock  On May 24, 2007, we effected a two for one (2 X 1) forward split of our common stock resulting in 6,118,800 shares issued and outstanding. We failed to file an 8K reporting the event.  Other Matters Reported During the Nine Months Ended September 30, 2007  First Quarter Ended March 31, 2007  Current Reports on Form 8-K:During our first quarter, we filed the following 8Ks related to a series of transactions calculated to result in a change of control, the acquisition of two wholly owned subsidiaries and a change in our business operations.  § On February 13, 2007 we filed a Form 8K regarding the entry into a Stock Purchase Agreement with certain purchasers whereby 2,838,500 shares of our common stock were sold by certain of our shareholders to those purchasers; a change in control; and the election of Wong Nga Leung to our Board of Directors.  § On February 16, 2007, we filed a Form 8K regarding a Share Exchange Agreement (the Share Exchange Agreement) with Wishtop Group Limited (WISHTOP), Grace Well Holdings Limited (GRACE WELL), Cheung Kai, the shareholder of WISHTOP and Feng Di, the shareholder of GRACE WELL. Under the terms of the Share Exchange Agreement, Elite Artz would acquire a 100% ownership interest in both WISHTOP and GRACE WELL from their respective shareholders. Consideration to be paid by us to the shareholders was 93,881,200 shares of our common stock.  18      § On February 12, 2007, David Miles Oman submitted his resignation in his capacity ofPresident and Chief Executive, Financial and Accounting Officer.  Our Board of Directors has accepted his resignation. Wong Nga Leung, who became a director on February 13, 2007, was appointed as the Companys Chief Executive and Financial Officer.  Second Quarter Ended June 30, 2007  Current Reports on Form 8K: During our second quarter ended June 30, 2007, we filed the following reports on Form 8K reporting the close and subsequent rescission of the WISHTOP/GRACEWELL transaction,  § On April 4, 2007 we reported the completion of our acquisition of WISHTOP and GRACEWELL although various terms of the transaction still remained incomplete. § On June 15, 2007, we reported the mutual rescission of the WISHTOP/GRACWELL transaction  Current (Third) Quarter Ended September 30, 2007 and Subsequent  Current Reports on Form 8K:During the current quarter, we reported a new transaction with WISHTOP as the sole party to the share exchange and the rescission of that transaction and a new acquisition transaction immediately subsequent to the end of the quarter:  § On July 6, 2007, we reported the June 29, 2007 execution of a new share exchange agreement with WISHTOP.  Consideration to be paid by ELITE to the WISHTOP shareholders is 34,673,200 post-split shares of our common stock in exchange for the acquisition of 100% interest in WISHTOP resulting in a total of 40,792,000 of our common shares issued and outstanding § On July 24, 2007, we reported the resignation of Wong Nga Leung from his various positions with ELITE, and the appointment of Lau Hing Bun to serve as director, CEO, CFO and President § On August 8, 2007, we reported the rescission of the transaction with WISHTOP in its entirety § On September 28, 2007, our Board of Directors designated a series of preferred shares; the share designation was filed with our October 1, 2007 Current Report as an Exhibit A to the Exhibit 2.1 Share Exchange.  We have also filed it as an exhibit to this quarterly report § On October 1, 2007, we reported the execution of new Agreement for Share Exchange between Elite and Parkade International Limited, a British Virgin Islands holding company (Parkade), and its sole shareholder, Clifford Manufacturing Co. Ltd. (Clifford). Under the agreement we will acquire 100% interest in Parkade from Clifford for 43,881,200 shares of common stock and 5,000,000 of our preferred shares. This will result in approximately 50,000,000 common shares outstanding and 5,000,000 outstanding preferred shares. Preferred shares will be initially convertible into 10 shares of common stock for each preferred share at the holders option and subject to availability.  Parkade, through its wholly owned subsidiary, Guangzhou City Panyu Clifford Real Estate Company Limited (a PRC company) owns real property in Shawan  19      Panyu totaling approximately 800,000 square feet in a real estate project known as Clifford Gardens.  Clifford Gardens will consist of 18 blocks of high-rise residential buildings with total saleable area of approximately 1,500,000 square feet   Item 6.  Exhibits.  2.1 Form of Stock Purchase Agreement dated February 13, 2006, filed as part of Form 8-K Current Report on February 13, 2007 2.2 Share Exchange Agreement dated February 16, 2007, filed as part of Form 8K Current Report on February 16, 2007 2.3 Rescission Agreement dated June 15, 2007, filed as part of Form 8K Current Report on June 15, 2007 2.4 Share Exchange Agreement dated June 29, 2007, filed as part of Form 8K Current Report on June 29, 2007 2.5 Rescission Agreement dated August 7, 2007 filed as part of Form 8K Current Report on August 8, 2007 2.6 Agreement for Share Exchange dated October 1, 2007, filed as part of Form 8K Current Report on October 1, 2007. 3.1.1 Articles of Incorporation Elite Artz (1) 3.1.2 Articles of Merger (1) 3.2 By-laws (1) 4.1 Certificate of Designations of Preferences, Rights and Limitations of Series A Preferred Stock (filed herewith) 10.1 Convertible Note - $2,537(2) 10.2 Convertible Note - $6,383 (2) 10.3 Convertible Note - $25,000(3) 10.4 Convertible Note - $20,000(3) 10.5 Convertible Note - $3,000(4) 31.2 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith) 31.3 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2003 (Filed herewith) 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 herewith)  (1) Filed as part of our initial registration on Form SB-2 with the Securities and Exchange Commission on December 23, 2004 (2) Filed with our Form 10-QSB Quarterly Report for June 30, 2006 with the Securities and Exchange Commission on August 10, 2006 (3) File with our Form 10QSB Quarterly Report for September 30, 2006 on November 1, 2006 (4) Filed with our Form 10KSB for December 31, 2006 on March 30, 2007    20      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)    Dated: November 6, 2007 By:  /s/ Lau Hing Bun Lau Hing Bun President/Chief Executive a and Financial Officer  21