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 April 30, 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)

(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 June 8, 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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Control and Procedures


PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Changes in Securities

Item 3. Defaults Upon Senior Securities

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

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K


SIGNATURE



                                       2
<PAGE>


I-4

                         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 six
months ended April 30, 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
                                 April 30, 2006
                                   (Unaudited)

<TABLE>
<CAPTION>
                                           ASSETS
                                          --------

Current Assets
<S>                                                                       <C>
  Cash                                                               $         4,233
                                                                     ---------------
Total Assets                                                         $         4,233
                                                                     ===============



                          LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                          -----------------------------------------

Current Liabilities
  Accounts payable                                                   $           618
  Loans payable - related party                                               40,000
                                                                     ---------------
Total Current Liabilities                                                     40,618
                                                                     ---------------

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                                                 862,181
  Deficit accumulated during the development stage                          (901,453)
                                                                     ---------------
Total Stockholders' Deficiency                                               (36,385)
                                                                     ---------------

Total Liabilities and Stockholders' Deficiency                       $         4,233
                                                                     ===============
</TABLE>

            See accompanying notes to unaudited financial statements


                                       F-1
<PAGE>

                             X and O Cosmetics, Inc.
                           f/k/a Elite Cosmetics, Inc.
                          (A Development Stage Company)
                            Statements of Operations
              For the Six Months Ended April 30, 2006 and 2005 and
        for the Period from August 19, 2004 (inception) to April 30, 2006
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                               August 19, 2004
                                                 Three Months Ended April 30,    Six Months Ended April 30,    (Inception) to
                                                    2006            2005            2006            2005       April 30, 2006
                                                ----------------------------    ----------------------------   -------------

<S>                                             <C>                <C>              <C>              <C>             <C>
Revenue                                         $        190    $         --             190              --    $        190
                                                ------------    ------------    ------------    ------------    ------------

 Cost of Revenue                                          45              --             131              --             679
                                                ------------    ------------    ------------    ------------    ------------

 Gross Profit (Loss)                                     145              --              59              --            (489)

 Operating Expenses
 Professional fees                                     5,253              --           5,828              --          34,475
 Stock issued for services                                --         852,000            --           852,000         852,483
 General and administrative                            3,087              --           6,425             250          12,888
                                                ------------    ------------    ------------    ------------    ------------
 Total Operating Expenses                              8,340         852,000          12,253         852,250         899,846
                                                ------------    ------------    ------------    ------------    ------------

 Loss from Operations                                 (8,195)       (852,000)        (12,194)       (852,250)       (900,335)

 Other Expense
 Interest Expense                                       (305)             --            (576)             --          (1,118)
                                                ------------    ------------    ------------    ------------    ------------
 Total Other Expense                                    (305)             --            (576)             --          (1,118)
                                                ------------    ------------    ------------    ------------    ------------

Net Loss                                        $     (8,500)   $   (852,000)   $    (12,770)   $   (852,250)   $   (901,453)
                                                ============    ============    ============    ============    ============

Net Loss Per Share  - Basic and Diluted         $      (0.00)   $      (0.85)   $      (0.00)   $      (0.85)   $      (0.05)
                                                ============    ============    ============    ============    ============

Weighted average number of shares outstanding
  during the period - basic and diluted           28,870,000       1,007,528      28,870,000       1,003,702      18,072,229
                                                ============    ============    ============    ============    ============
</TABLE>

            See accompanying notes to unaudited financial statements


                                      F-2
<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 April 30, 2006
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                            Common stock                                 Deficit
                                                         $.0001 Par Value             Additional   accumulated 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                                           -               -             576                -            576

 Net loss                                                       -               -               -          (12,770)       (12,770)
                                                  --------------------------------------------------------------------------------

Balance, April 30, 2006                                 28,870,00       $   2,887    $    862,181      $  (901,453)   $    (36,385)
                                                  ================================================================================
</TABLE>

            See accompanying notes to unaudited financial statements


                                      F-3
<PAGE>
                             X and O Cosmetics, Inc.
                           f/k/a Elite Cosmetics, Inc.
                          (A Development Stage Company)
                            Statements of Cash Flows
                     For the Six Months Ended April 30, 2006
                and 2005 and for the Period from August 19, 2004
                          (inception) to April 30, 2006
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                 August 19, 2004
                                                                            Six Months Ended April 30,           (Inception) to
                                                                           2006                   2005             April 30, 2006
                                                                    -------------------   --------------------  -------------------
Cash Flows From Operating Activities:
<S>                                                                       <C>                      <C>                    <C>
Net Loss                                                            $          (12,770)   $          (852,250)  $         (901,453)
  Adjustments to reconcile net loss to net cash used in operations
    Contributed services                                                           576                852,000              852,676
    In-kind contribution                                                             -                    750                1,292
    Inventory reserve                                                                -                      -                  363
  Changes in operating assets and liabilities:
     (Increase) Decrease in:
      Prepaid expenses                                                             575                      -                    -
      Inventory                                                                      -                      -                 (363)
     Increase (Decrease) in:
      Accounts payable                                                             (37)                     -                  618
      Accrued expenses                                                            (912)                  (500)                   -
                                                                    -------------------   --------------------  -------------------
Net Cash Used In Operating Activities                                          (12,568)                     -              (46,867)
                                                                    -------------------   --------------------  -------------------

Cash Flows From Financing Activities:
Proceeds from issuance of common stock                                               -                  4,500               11,100
Proceeds from loan payable - related party                                       3,882                      -               40,000
                                                                    -------------------   --------------------  -------------------
Net Cash Provided By Financing Activities                                        3,882                  4,500               51,100
                                                                    -------------------   --------------------  -------------------

Net Increase (Decrease) in Cash                                                 (8,686)                 4,500                4,233

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

Cash at End of Period                                               $            4,233    $             4,500   $            4,233
                                                                    ===================   ====================  ===================

Supplemental disclosure of cash flow information:

Cash paid for interest                                              $                -    $                 -   $                -
                                                                    ===================   ====================  ===================
Cash paid for taxes                                                 $                -    $                 -   $                -
                                                                    ===================   ====================  ===================
</TABLE>


            See accompanying notes to unaudited financial statements


                                      F-4
<PAGE>

                             X AND O COSMETICS, INC.
                           F/K/A ELITE COSMETICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              AS OF APRIL 30, 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 fair financial  statement  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.


                                      F-5
<PAGE>


                             X AND O COSMETICS, INC.
                           F/K/A ELITE COSMETICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              AS OF APRIL 30, 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 April 30, 2006
     and 2005 and for the period from August 19, 2004  (inception)  to April 30,
     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.  During the
     period from  August 19, 2004  (inception)  to April 30,  2006,  the Company
     recorded a provision for inventory  obsolescence totaling $323. The balance
     of inventory at April 30, 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
     $690,  $0 and $690 for the six months ended April 30, 2006 and 2005 and for
     the  period  from  August  19,  2004   (inception)   to  April  30,   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.


                                      F-6
<PAGE>

                             X AND O COSMETICS, INC.
                           F/K/A ELITE COSMETICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              AS OF APRIL 30, 2006
                              --------------------
                                   (UNAUDITED)



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

     In December 2004, the FASB issued SFAS No. 123(R),  "Share-Based  Payment,"
     which  replaces SFAS No. 123 and  supersedes APB Opinion No. 25. Under SFAS
     No.  123(R),  companies are required to measure the  compensation  costs of
     share-based  compensation  arrangements  based on the grant-date fair value
     and recognize the costs in the financial  statements over the period during
     which employees are required to provide services.  Share-based compensation
     arrangements    include   stock    options,    restricted    share   plans,
     performance-based  awards,  share  appreciation  rights and employee  share
     purchase plans. In March 2005 the SEC issued Staff Accounting  Bulletin No.
     107,  or "SAB 107".  SAB 107  expresses  views of the staff  regarding  the
     interaction  between SFAS No. 123(R) and certain SEC rules and  regulations
     and provides  the staff's  views  regarding  the  valuation of  share-based
     payment  arrangements for public companies.  SFAS No. 123(R) permits public
     companies to adopt its requirements using one of two methods.  On April 14,
     2005,  the SEC adopted a new rule  amending the  compliance  dates for SFAS
     123R. Companies may elect to apply this statement either prospectively,  or
     on a modified  version of retrospective  application  under which financial
     statements  for prior periods are adjusted on a basis  consistent  with the
     pro forma disclosures  required for those periods under SFAS 123. Effective
     January 1, 2006,  the Company has fully adopted the  provisions of SFAS No.
     123R  and  related  interpretations  as  provided  by  SAB  107.  As  such,
     compensation  cost is  measured  on the date of grant at their fair  value.
     Such  compensation  amounts,  if any,  are  amortized  over the  respective
     vesting  periods of the option grant.  The Company  applies this  statement
     prospectively.

     (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.


                                      F-7
<PAGE>

                             X AND O COSMETICS, INC.
                           F/K/A ELITE COSMETICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              AS OF APRIL 30, 2006
                              --------------------
                                   (UNAUDITED)


     (L) 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.

NOTE 2 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 3).

     (C) In-Kind Contribution
     ------------------------
     During the six months ended April 30, 2006,  the Company  recorded  $576 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 3).


                                      F-8
<PAGE>

                             X AND O COSMETICS, INC.
                           F/K/A ELITE COSMETICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              AS OF APRIL 30, 2006
                              --------------------
                                   (UNAUDITED)



NOTE 3 RELATED PARTY TRANSACTIONS
---------------------------------

     A stockholder of the Company paid $750 of expenses on behalf of the Company
     from inception (See Note 2 (C)).

     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 2 (B)).

     During 2005, the Company's principal stockholder loaned the Company $36,118
     (See Note 4).

     During 2006, the Company's principal stockholder loaned the Company $3,882.
     (See Note 4)

NOTE 4 LOAN PAYABLE - STOCKHOLDER
---------------------------------

     During 2005,  the Company's  principal  stockholder  loaned  $36,118 to the
     Company.  The loan bears interest at 3% per annum,  is unsecured and due on
     demand.

     During 2006,  the  Company's  principal  stockholder  loaned the Company an
     additional $3,882.  Total amount owing to the stockholder was $40,000 as at
     April 30, 2006. The Company  recorded an in-kind  interest expense using an
     interest  rate of 3% per annum.  Interest  expense for the six months ended
     April 30, 2006 and 2005 and for the period from August 19, 2004 (inception)
     to April 30, 2006 was $576, $0 and $1,118 respectively.

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

     As  reflected  in the  accompanying  unaudited  financial  statements,  the
     Company is in the development  stage with limited  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.


                                      F-9
<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  third  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  third  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 end 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.

     o    By the end 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 end 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.
To date,  we have had to delay our plan of  operations  because we have not been
able to  generate  revenues  or raise the capital  necessary.  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


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<PAGE>
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
April 30, 2006 and during this period we recognized a net loss of $901,453. From
inception  through  April 30,  2006,  we have  incurred  operating  expenses  of
$899,846.  Of such amount,  $852,483 was attributable to stock compensation paid
to our sole officer and director; $34,475 was attributable to professional fees;
and $12,888 was attributable to general and administrative expenses.

Liquidity and Capital Resources

As of April 30,  2006,  the Company  had total  assets of $4,233  consisting  of
$4,233 in cash. Total  liabilities as of April 30, 2006 were $40,618  consisting
of loans payable of $40,000 and accounts payable of $618.

As of April 30, 2006, we have borrowed $40,000 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 limited  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.

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.


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<PAGE>


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.


                                       6
<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 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 April 30, 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.


                                             X & O COSMETICS, INC.
                                                  (Registrant)


Date: June 8, 2006                           By: /s/ Glen Landry
                                             -----------------------------------
                                             Glen Landry
                                             President, Chief Executive Officer,
                                             Chief Financial Officer and
                                             Chief Accounting Officer



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