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

                                   FORM 10-QSB
                                   (Mark One)

     |X|  Quarterly  Report  Pursuant  to Section 13 or 15(d) of the  Securities
          Exchange Act of 1934.

                 For the quarterly period ended January 31, 2006
                                       or

     |_|  Transition  Report  Pursuant to Section 13 or 15(d) of the  Securities
          Exchange Act of 1934.

                 For the transition period from ______to______.

                        Commission file number 000-105778

                             X AND O COSMETICS, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                        68-0605151
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)


                            107 St. Patrick's Street
                         Donaldsonville, Louisiana 70346
                    (Address of principal executive offices)

                                 (225) 473-7578
              (Registrant's telephone number, including area code)

                              Elite Cosmetics, Inc.
                            107 St. Patrick's Street
                         Donaldsonville, Louisiana 70346
               -------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the issuer 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 an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No|X|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No|X|

State the number of shares outstanding of each of the issuer's classes of common
equity, as of March 15, 2006, 28,870,000 shares of common stock.


<PAGE>

                             X AND O COSMETICS, INC.

                              FINANCIAL STATEMENTS


                                      INDEX

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.............................................4

Item 2.  Management's Discussion and Analysis of Financial Condition.....13

Item 3.  Control and Procedures..........................................15


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings...............................................16

Item 2.  Changes in Securities...........................................16

Item 3.  Defaults Upon Senior Securities.................................16

Item 4.  Submission of Matters to a Vote of Security Holders.............16

Item 5.  Other Information...............................................16

Item 6.  Exhibits and Reports on Form 8-K................................16


SIGNATURE................................................................17

                                       2
<PAGE>

                         PART I -- FINANCIAL INFORMATION


Item 1.  Financial Information

Basis of Presentation
---------------------

The accompanying reviewed financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal
occurring accruals) considered necessary in order to make the financial
statements not misleading, have been included. Operating results for the three
months ended January 31, 2006 are not necessarily indicative of results that may
be expected for the year ending October 31, 2006. The financial statements are
presented on the accrual basis.

                                       3
<PAGE>
                             X and O Cosmetics, Inc.
                           f/k/a Elite Cosmetics, Inc.
                          (A Development Stage Company)
                                  Balance Sheet
                                January 31, 2006
                                   (Unaudited)

<TABLE>
<CAPTION>

                                     ASSETS

<S>                                                                                               <C>
Current Assets
  Cash                                                                                            $            10,301
  Prepaid expense                                                                                                 230
                                                                                                  -------------------
Total Assets                                                                                      $            10,531
                                                                                                  ===================



                          LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
  Accounts payable                                                                                $             2,603
  Loans payable - related party                                                                                36,118
                                                                                                  -------------------
Total Current Liabilities                                                                                      38,721
                                                                                                  -------------------

Commitments and Contingencies

Stockholders' Deficiency
  Common stock,  $0.0001 par value; 100,000,000 shares authorized,
    28,870,000 shares issued and outstanding                                                                    2,887
  Additional paid-in capital                                                                                  861,876
  Deficit accumulated during the development stage                                                           (892,953)

                                                                                                  -------------------
Total Stockholders' Deficiency                                                                                (28,190)
                                                                                                  -------------------

Total Liabilities and Stockholders' Deficiency                                                    $            10,531
                                                                                                  ===================
</TABLE>
           See accompanying notes to condensed financial statements.

                                       4
<PAGE>
                             X and O Cosmetics, Inc.
                           f/k/a Elite Cosmetics, Inc.
                          (A Development Stage Company)
                            Statements of Operations
            For the Three Months Ended January 31, 2006 and 2005 and
       for the Period from August 19, 2004 (inception) to January 31, 2006
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                            August 19, 2004
                                                        Three Months Ended January 31,       (Inception) to
                                                          2006                2005          January 31, 2006
                                                   ------------------  -----------------   -------------------
<S>                                                <C>                 <C>                 <C>
Revenue                                            $                -  $               -   $                 -
                                                   ------------------  -----------------   -------------------

 Cost of Revenue                                                   86                  -                   634
                                                   ------------------  -----------------   -------------------

 Gross Loss                                                       (86)                 -                  (634)

Operating Expenses
Professional fees                                                 575                  -                29,222
Stock issued for services                                           -                  -               852,483
General and administrative                                      3,338                250                 9,801
                                                   ------------------  -----------------   -------------------
Total Operating Expenses                                        3,913                250               891,506
                                                   ------------------  -----------------   -------------------

Loss from Operations                                           (3,999)              (250)             (892,140)

Other Expense
Interest Expense                                                 (271)                 -                  (813)
                                                   ------------------  -----------------   -------------------
Total Other Expense                                              (271)                 -                  (813)
                                                   ------------------  -----------------   -------------------

Net Loss                                           $           (4,270) $            (250)  $          (892,953)
                                                   ==================  =================   ===================

Net Loss Per Share  - Basic and Diluted            $            (0.00) $           (0.00)  $             (0.05)
                                                   ==================  =================   ===================

Weighted average number of shares outstanding
  during the period - basic and diluted                    28,870,000            100,000            16,259,019
                                                   ==================  =================   ===================
</TABLE>
           See accompanying notes to condensed financial statements.

                                       5
<PAGE>
                             X and O Cosmetics, Inc.
                           f/k/a Elite Cosmetics, Inc.
                          (A Development Stage Company)
                Statement of Changes in Stockholders' Deficiency
       For the period from August 19, 2004 (inception) to January 31, 2006
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                      Common stock                          Deficit
                                                    $.0001 Par Value                      accumulated
                                               ----------------------------   Additional    during          Total
                                                                               paid-in    development    Stockholder's
                                                     Shares          Amount    capital       stage        Deficiency
                                               -----------------------------------------------------------------------
<S>                                                   <C>            <C>        <C>           <C>         <C>
Stock issued on acceptance of incorporation
expenses August 19, 2004                                100,000    $    10    $     90    $        -      $        100

 Net loss                                                     -          -           -          (600)             (600)
                                               -----------------------------------------------------------------------
                                                                                                                     -
 Balance, October 31, 2004                              100,000         10          90          (600)             (500)
                                                                                                                     -
 Stock issued for cash                                  370,000         37      11,063             -            11,100

 Stock issued for services                           28,400,000      2,840     849,160             -           852,000

 In-kind contribution                                         -          -       1,292             -             1,292

 Net loss                                                     -          -           -      (888,083)         (888,083)
                                               -----------------------------------------------------------------------

 Balance, October 31, 2005                           28,870,000      2,887     861,605      (888,683)          (24,191)

 In-kind contribution                                         -          -         271             -               271

 Net loss                                                     -          -           -        (4,270)           (4,270)
                                               -----------------------------------------------------------------------

Balance, January 31, 2006                            28,870,000      2,887     861,876      (892,953)          (28,190)
                                               =======================================================================
</TABLE>
           See accompanying notes to condensed financial statements.

                                       6
<PAGE>
                             X and O Cosmetics, Inc.
                           f/k/a Elite Cosmetics, Inc.
                          (A Development Stage Company)
                            Statements of Cash Flows
            For the Three Months Ended January 31, 2006 and 2005 and
       for the Period from August 19, 2004 (inception) to January 31, 2006
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                August 19, 2004
                                                                          Three Months Ended January 31,         (Inception) to
                                                                          2006                   2005          January 31, 2006
                                                                    --------------------   -------------------  --------------------
<S>                                                                 <C>                    <C>                  <C>
Cash Flows From Operating Activities:
Net Loss                                                            $             (4,270)  $              (250) $          (892,953)
  Adjustments to reconcile net loss to net cash used in operations
    Contributed services                                                             271                     -              852,371
    In-kind contribution                                                               -                     -                1,292
    Inventory reserve                                                                  -                     -                  363
  Changes in operating assets and liabilities:
     (Increase) Decrease in:
      Prepaid expenses                                                               345                     -                 (230)
      Inventory                                                                        -                     -                 (363)
     Increase (Decrease) in:
      Accounts payable                                                             1,948                   250                2,603
      Accrued expenses                                                              (912)                    -                    -
                                                                    --------------------   -------------------  --------------------
Net Cash Used In Operating Activities                                             (2,618)                    -              (36,917)
                                                                    --------------------   -------------------  --------------------

Cash Flows From Financing Activities:
Proceeds from issuance of common stock                                                 -                     -               11,100
Proceeds from loan payable - related party                                             -                     -               36,118
                                                                    --------------------   -------------------  --------------------
Net Cash Provided By Financing Activities                                              -                     -               47,218
                                                                    --------------------   -------------------  --------------------

Net Increase (Decrease) in Cash                                                   (2,618)                    -               10,301

Cash at Beginning of Period                                                       12,919                     -                    -
                                                                    --------------------   -------------------  --------------------

Cash at End of Period                                               $             10,301   $                 -  $            10,301
                                                                    ====================   ===================  ====================

Supplemental disclosure of cash flow information:

Cash paid for interest                                              $                  -   $                 -  $                 -
                                                                    ====================   ===================  ====================
Cash paid for taxes                                                 $                  -   $                 -  $                 -
                                                                    ====================   ===================  ====================
</TABLE>
           See accompanying notes to condensed financial statements.

                                       7
<PAGE>
                             X AND O COSMETICS, INC.
                           F/K/A ELITE COSMETICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             AS OF JANUARY 31, 2006
                                   (UNAUDITED)





NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
--------------------------------------------------------------------

         (A) Basis of Presentation
          -------------------------

          The accompanying  unaudited condensed  financial  statements have been
          prepared in accordance with accounting  principles  generally accepted
          in The United States of America and the rules and  regulations  of the
          Securities and Exchange Commission for interim financial  information.
          Accordingly,  they do not include all the information  necessary for a
          comprehensive  presentation  of  financial  position  and  results  of
          operations.

          It is  management's  opinion,  however that all  material  adjustments
          (consisting of normal recurring  adjustments) have been made which are
          necessary for a fair financial  statements  presentation.  The results
          for the interim period are not  necessarily  indicative of the results
          to be expected for the year.

          During  2005,  the Company  changed  its name from  Edmonds 4, Inc. to
          Elite   Cosmetics,   Inc.  to  better  reflect  its  current  business
          operations.

          During 2006, the Company changed its name from Elite  Cosmetics,  Inc.
          to X and O  Cosmetics,  Inc. to better  reflect  its current  business
          operations.

          (B) Organization
          ----------------

          X and O Cosmetics,  Inc.  f/k/a Elite  Cosmetics,  Inc. (a development
          stage company) (the "Company") was  incorporated in Delaware on August
          19, 2004, and has elected a fiscal year end of October 31.

          The Company plans to market a line of women's' cosmetics.  The Company
          intends to market its products directly to consumers through a variety
          of direct marketing channels.

          Activities  during  the  development  stage  include   developing  the
          corporate infrastructure,  implementing the business plan, and raising
          capital.

          (C) Use of Estimates
          --------------------

          In  preparing  financial   statements  in  conformity  with  generally
          accepted  accounting  principles,   management  is  required  to  make
          estimates and assumptions  that affect the reported  amounts of assets
          and   liabilities   and  the  disclosure  of  contingent   assets  and
          liabilities  at the date of the financial  statements and revenues and
          expenses during the reported period.  Actual results could differ from
          those estimates.


                                       8
<PAGE>
                             X AND O COSMETICS, INC.
                           F/K/A ELITE COSMETICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             AS OF JANUARY 31, 2006
                                   (UNAUDITED)


          (D) Loss per Share
          ------------------

          Basic and diluted net loss per common share is computed based upon the
          weighted  average  common shares  outstanding  as defined by Financial
          Accounting  Standards No. 128, "Earnings per Share." As of January 31,
          2006 and 2005 and for the period from August 19, 2004  (inception)  to
          January 31, 2006, respectively, there were no common share equivalents
          outstanding.

          (E) Inventories
          ---------------

          The  Company's  inventories  are stated at the lower of cost or market
          value,  cost being  determined on a first-in,  first-out  method.  The
          Company  provides  inventory  allowances  based on excess and obsolete
          inventories  determined  principally  by  customer  demand and product
          expiration dates. The balance of inventory at January 31, 2006 was $0.

          (F) Revenue Recognition
          -----------------------

          The Company  recognizes  revenue from the sale of cosmetic products at
          the time  title to the  products  transfers,  the  amount is fixed and
          determinable,  evidence of an agreement  exists and the customer bears
          the risk of loss, net of estimated provisions for returns, rebates and
          sales allowances.

          (G) Advertising
          ---------------

          Advertising  costs  are  expensed  as  incurred.  Advertising  expense
          totaled  $345, $0 and $345 for the three months ended January 31, 2006
          and 2005 and for the  period  from  August  19,  2004  (inception)  to
          January 31, 2006, respectively.

          (H) Business Segments
          ---------------------

          The Company operates in one segment and therefore segment  information
          is not presented.

          (I) Income Taxes
          ----------------

          The Company accounts for income taxes under the Statement of Financial
          Accounting Standards Board Statement of Financial Accounting Standards
          No.  109,  "Accounting  for Income  Taxes"  ("Statement  109").  Under
          Statement 109,  deferred tax assets and liabilities are recognized for
          the future tax  consequences  attributable to differences  between the
          financial   statement   carrying   amounts  of  existing   assets  and
          liabilities  and their  respective tax bases.  Deferred tax assets and
          liabilities  are measured using enacted tax rates expected to apply to
          taxable income in the years in which those  temporary  differences are
          expected to be recovered or settled.  Under  Statement 109, the effect
          on  deferred  tax assets and  liabilities  of a change in tax rates is
          recognized in income in the period that includes the enactment date.


                                       9
<PAGE>
                             X AND O COSMETICS, INC.
                           F/K/A ELITE COSMETICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             AS OF JANUARY 31, 2006
                                   (UNAUDITED)



          (J) Stock-Based Compensation
          ----------------------------

          The Company applies  Accounting  Principles  Board ("APB") Opinion No.
          25,   Accounting   for  Stock   Issued  to   Employees,   and  Related
          Interpretations, in accounting for stock warrants issued to employees.
          Under  APB No.  25,  employee  compensation  cost is  recognized  when
          estimated fair value of the underlying  stock on date of grant exceeds
          exercise  price of the stock  option.  For stock  options and warrants
          issued to non-employees,  the Company applies  Statements of Financial
          Accounting  Standards  ("SFAS") No. 123,  Accounting  for  Stock-Based
          Compensation,  which  requires the  recognition of  compensation  cost
          based  upon the fair value of stock  warrants  at the grant date using
          the Black-Scholes option pricing model.

          (K) Cash and Cash Equivalents
          -----------------------------

          The  Company  considers  cash on hand  and  amounts  on  deposit  with
          financial  institutions which have original maturities of three months
          or less to be cash and cash equivalents.

          (L) Stock-Based Compensation
          ----------------------------

          The Company applies  Accounting  Principles  Board ("APB") Opinion No.
          25,   Accounting   for  Stock   Issued  to   Employees,   and  Related
          Interpretations, in accounting for stock warrants issued to employees.
          Under  APB No.  25,  employee  compensation  cost is  recognized  when
          estimated fair value of the underlying  stock on date of grant exceeds
          exercise  price of the stock  option.  For stock  options and warrants
          issued to non-employees,  the Company applies  Statements of Financial
          Accounting  Standards  ("SFAS") No. 123,  Accounting  for  Stock-Based
          Compensation,  which  requires the  recognition of  compensation  cost
          based  upon the fair value of stock  warrants  at the grant date using
          the Black-Scholes option pricing model.

          (M) Recent Accounting Pronouncements
          ------------------------------------

          Statement  of  Financial   Accounting   Standards  ("SFAS")  No.  154,
          "Accounting  Changes  and Error  Corrections  - a  replacement  of APB
          Opinion No. 20 and FASB  Statement  No. 3";  SFAS No. 151,  "Inventory
          Costs  - an  amendment  of ARB No.  43,  Chapter  4";  SFAS  No.  152,
          "Accounting for Real Estate  Time-Sharing  Transactions - an amendment
          of FASB  Statements  No.  66 and 67";  SFAS  No.  153,  "Exchanges  of
          Non-monetary  Assets - an  amendment  of APB Opinion No. 29"; and SFAS
          No.  123  (revised   2004),   "Share-Based   Payment",   do  not  have
          applicability  to the  Company's  operations  nor  any  impact  on the
          Company's financial statements.

                                       10
<PAGE>

                             X AND O COSMETICS, INC.
                           F/K/A ELITE COSMETICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             AS OF JANUARY 31, 2006
                                   (UNAUDITED)



NOTE 2     INVENTORIES
------     -----------
           Inventories at January 31, 2006 consisted of the following:

           Raw materials                                            $       104
           Finished products                                                243
                                                                    -----------
           Less provision of obsolescence                                  (347)
                                                                    -----------
           Net                                                                -
                                                                    ===========

NOTE 3     STOCKHOLDERS' EQUITY
------     --------------------

          (A) Common Stock Issued for Cash

          During April 2005,  the Company  issued 150,000 shares of common stock
          to individuals for cash of $4,500 ($0.03 per share).

          During May 2005,  the Company issued 220,000 shares of common stock to
          individuals for cash of $6,600 ($0.03 per share).

          (B) Stock Issued for Services
          -----------------------------

          During 2004,  the Company issued 100,000 shares of common stock to its
          founder for payment of $100 in expenses  ($0.0001  per share).  During
          2005,  the Company  issued  28,400,000  shares of common  stock to its
          principal  stockholder for services valued at $852,000 based on recent
          cash offering prices ($0.03 per share) (See Note 4).

          (C) In-Kind Contribution
          ------------------------

          During 2006 and 2005, the Company recorded $271 and $542, respectively
          of  in-kind  interest  expense  on a loan by the  Company's  principal
          stockholder.

          During  2005,  the  stockholder  of the Company paid $750 of operating
          expenses on behalf of the Company (See Note 4).


                                       11
<PAGE>
                             X AND O COSMETICS, INC.
                           F/K/A ELITE COSMETICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             AS OF JANUARY 31, 2006
                                   (UNAUDITED)



NOTE 4    RELATED PARTY TRANSACTIONS
------    --------------------------

          A  stockholder  of the Company  paid $750 of expenses on behalf of the
          Company from inception (See Note 3).

          During 2005, the Company issued  28,400,000  shares of common stock to
          its principal  stockholder  for services  valued at $852,000  based on
          recent cash offering prices ($0.03 per share) (See Note 3).

          During 2005, the Company's  principal  stockholder  loaned the Company
          $36,118 (See Note 5).

NOTE 5    LOAN PAYABLE - STOCKHOLDER
------    --------------------------

          During 2005, the Company's principal stockholder loaned $36,118 to the
          Company on an interest-free, due on demand basis. The Company recorded
          an in-kind  interest  expense using an interest  rate of 3%.  Interest
          expense for the three months  ended  January 31, 2006 and 2005 and for
          the period from August 19,  2004  (inception)  to January 31, 2006 was
          $271, $0 and $542, respectively.

NOTE 6    GOING CONCERN
------    -------------

          As reflected in the accompanying  unaudited financial statements,  the
          Company is in the  development  stage with no operations.  This raises
          substantial  doubt about its  ability to continue as a going  concern.
          The ability of the Company to continue as a going concern is dependent
          on the Company's ability to raise additional capital and implement its
          business plan. The financial statements do not include any adjustments
          that might be  necessary  if the  Company is unable to  continue  as a
          going concern.

          Management  believes  that  actions  presently  being  taken to obtain
          additional  funding and  implement  its  strategic  plans  provide the
          opportunity for the Company to continue as a going concern.





                                       12
<PAGE>
Item 2.  Management Discussion and Analysis or Plan of Operations

Plan of Operation
-----------------

On March 25, 2005 (the "Effective Date"), pursuant to the terms of a Stock
Purchase Agreement, Glen Landry purchased 100,000 shares of our issued and
outstanding common stock from Richard Neussler, the sole officer, director and
shareholder of the Company. Glen Landry was appointed our President, Chief
Executive Officer, Chief Financial Officer, and Chairman of the Board of
Directors. As a result of this change in control, we have changed our business
plan to the production of cosmetics and creams. Specifically we will begin the
development and production of an under-eye cream as well as the development of
other cosmetic products in the future. On April 8, 2005, we amended our Articles
of Incorporation to change our name to Elite Cosmetics, Inc. On March 2, 2006,
we amended our Articles of Incorporation to change our name to X and O
Cosmetics, Inc.

During the next twelve months, we expect to take the following steps in
connection with the further development of our business and the implementation
of our plan of operations:

     o    Prepare and execute a marketing plan to increase our sales of
          cosmetics. We presently have a web page listed at
          www.elitecosmetics.net with 3 products on it. Within thirty to sixty
          days, we intend to develop a comprehensive marketing plan through the
          efforts of our president Mr. Landry. However, if we are operating at a
          profit, we will consider hiring a consultant to expand and improve on
          our marketing plan. Although we expected to spend approximately
          $10,000 on marketing in the fourth quarter of 2005, primarily in the
          areas of advertising and sponsored links through Google, Yahoo, and
          other similar targeted keyword programs, we expect to make such
          expenditure in the second quarter of 2006. We also anticipate
          advertising on internet radio web pages such as http://cfrn.net/,
          http://ibcradio.com/, and others. Although we currently do not have
          enough cash to satisfy this objective, our President and CEO Glen
          Landry has agreed to loan us the money.

     o    In ninety days we anticipate implementing a major upgrade to the
          www.elitecosmetics.net website. We have already had some initial
          discussions with several programmers about enhancements that can be
          made to the website such as selling our cosmetics directly through our
          web page, as oppose to distributing our product via Ebay. Such an
          upgrade would cost approximately $2,000 to $2,500, and would be paid
          out of the funds raised in our private placement.

     o    In the second quarter of 2006, we intend to develop additional
          cosmetics, such as lip plumpers and lip gloss through the efforts of
          Mr. Landry and his wife. We hope to launch several other websites as
          well. With the help of web programmers, we believe we can launch one
          to three additional websites within six to nine months for a cost of
          $5,000 to $10,000. We will work to enter into negotiations with other
          companies such as Wal-Mart, K-Mark, Walgreens, and so on. To date, we
          have not entered into any discussions with such vendors.

     o    By the midpoint of 2006 we will make efforts to form partnership
          programs, where we will sell our cosmetics at a wholesale price to
          larger corporations, who in turn will distribute our products to their
          customers. However, we have not yet entered into any negotiations
          regarding such programs.

                                       13
<PAGE>
     o    By the midpoint of 2006 we intend to hire a cosmetologist to assist in
          the development of more cosmetics. We anticipate paying either an
          annual salary, or hourly fee to a dedicated cosmetologist based upon
          the workload required.

     o    By the midpoint of 2006 we anticipate establishing a mailing list of
          loyal customers and over the counter cosmetic vendors.

Completion of our plan of operations is subject to attaining adequate revenue.
We cannot assure investors that adequate revenues will be generated. We will
need a minimum of $100,000 to commence our planned operations and an additional
$200,000 to execute our business plan over the next twelve months. We currently
do not have enough cash to satisfy our minimum cash requirements for the next
twelve months to maintain our operations. Over the next twelve months we expect
to spend $55,000 for marketing and advertising expenses such as acquiring
billboards and on-line advertising on websites such as Ebay, Yahoo!, MSN, and
Cox.net. Additionally, $40,000 will be allocated for professional fees such as
accounting fees, filing fees, and legal fees. We will also require $50,000 for
office supplies, computer upgrades, and cosmetics supplies. We anticipate that
$55,000 will be necessary for costs related to website development, hosting,
search engine submission, and ongoing maintenance. We expect to allocate
$100,000 to working capital and for product research and development. In the
event that we are unable to raise an amount necessary to cover all of the
aforementioned uses, we anticipate our expenditures related to advertising,
supplies, research and development, and working capital will vary accordingly.

Results of Operation
--------------------

We did not have any operating income from inception (August 19, 2004) through
January 31, 2006 and during this period we recognized a net loss of $892,953.
From inception through January 31, 2006, we have incurred operating expenses of
$891,506. Of such amount, $852,483 was attributable to stock compensation paid
to our sole officer and director; $29,222 was attributable to professional fees;
and $9,801 was attributable to general and administrative expenses.

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

As of January 31, 2006, the Company had total assets of $10,531 consisting of
$10,301 in cash and pre-paid expenses of $230. Total liabilities as of January
31, 2006 were $38,721 consisting of loans payable of $36,188 and accounts
payable of $2,603.

As of January 31, 2006, we have borrowed $36,118 from our president Glen Landry
to cover our legal and accounting expenses, to purchase the ingredients for our
products, and for general working capital as well as for marketing purposes.

In April 2005, we conducted a private placement offering and issued 150,000
shares of common stock at a purchase price of $0.03 per share to individuals for
total cash of $4,500.

As reflected in the accompanying financial statements, we are in the development
stage with no operations. This raises substantial doubt about our ability to
continue as a going concern. Our ability to continue as a going concern is
dependent on our ability to raise additional capital and implement our business
plan. The financial statements do not include any adjustments that might be
necessary if we are unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional
funding and implement its strategic plans provide the opportunity for us to
continue as a going concern.

Critical Accounting Policies
----------------------------

Our financial statements and related public financial information are based on
the application of accounting principles generally accepted in the United States
("GAAP"). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenue and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use if estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.

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<PAGE>
Our significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact its financial
condition and results of operations, we view certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on our consolidated financial statements and require
management to use a greater degree of judgment and estimates. Actual results may
differ from those estimates. Our management believes that given current facts
and circumstances, it is unlikely that applying any other reasonable judgments
or estimate methodologies would cause effect on our consolidated results of
operations, financial position or liquidity for the periods presented in this
report.

Item 3.  Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management, the Certifying
Officers evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]
under the Exchange Act) within 90 days prior to the filing date of this report.
Based upon that evaluation, the Certifying Officers concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relative to our company required to be disclosed in our
periodic filings with the SEC.

(b) Changes in internal controls.

Our Certifying Officer has indicated that there were no significant changes in
our internal controls or other factors that could affect such controls
subsequent to the date of his evaluation, and there were no such control actions
with regard to significant deficiencies and material weaknesses.


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<PAGE>

                           PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

We are currently not a party to any pending legal proceedings and no such action
by, or to the best of its knowledge, against the us has been threatened.

Item 2.   Changes in Securities.

None

Item 3.   Defaults upon Senior Securities.

None

Item 4.   Submission of Matters to a Vote of Security Holders.

No matter was submitted during the quarter ending January 31, 2006, covered by
this report to a vote of our shareholders, through the solicitation of proxies
or otherwise.

Item 5.   Other Information.

None

Item 6.   Exhibits And Reports Of Form 8-K.

(a) Exhibits

31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002

(b) Reports on Form 8-K

None

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<PAGE>




                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, there unto
duly authorized.

                                            ELITE COSMETICS, INC.
                                               (Registrant)


Date: March 15, 2006                        By: /s/ Glen Landry
                                            ---------------
                                            Glen Landry
                                            President, Chief Executive Officer,
                                            Chief Financial Officer and
                                            Chief Accounting Officer




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