U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                         AMENDMENT NO. 2 TO FORM 10-QSB


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

                For the quarterly period ended July 31, 2005

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                         For the transition period from

                          Commission File No. 000-51509

                              Elite Cosmetics, Inc.
        (Exact name of small business issuer as specified in its charter)


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


                            107 St. Patrick's Street
                            Donaldsonville, Louisiana 70346
                    (Address of Principal Executive Offices)

                                  225/473-7578
                           (Issuer's telephone number)


      (Former name, address and 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 a check mark whether, The Registrant is a shell company (as defined
in Rule 12b-2 at the Exchange Act) Yes[ ] No [X]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of September 13, 2005: 28,870,000 shares of common stock.

<PAGE>




                              Elite Cosmetics, Inc.
                          (a development stage company)

                              FINANCIAL STATEMENTS

                                      INDEX


Part I-- FINANCIAL INFORMATION

  Item 1. Financial Statements

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

  Item 3. 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



Item 1. Financial Information
-----------------------------

BASIS OF PRESENTATION

The accompanying reviewed financial statements are presented in accordance with
U.S. 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 nine
months ended July 31, 2005 are not necessarily indicative of results that may be
expected for the year ending October 31, 2005. The financial statements are
presented on the accrual basis.

<PAGE>
                              ELITE COSMETICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                               AS OF JULY 31, 2005
                                   (UNAUDITED)





<PAGE>

                              ELITE COSMETICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)



                                    CONTENTS


PAGE                1       CONDENSED BALANCE SHEET AS OF JULY 31, 2005
                            (UNAUDITED)

PAGE                2       CONDENSED  STATEMENTS OF  OPERATIONS  FOR THE THREE
                            AND NINE MONTHS ENDED JULY 31, 2005
                            AND FOR THE PERIOD FROM AUGUST 19, 2004 (INCEPTION)
                            TO JULY 31, 2005 (UNAUDITED)

PAGE                3       CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS'
                            DEFICIENCY FOR THE PERIOD FROM AUGUST  19, 2004
                            (INCEPTION) TO JULY 31, 2005 (UNAUDITED)

PAGE                4       CONDENSED  STATEMENTS OF CASH FLOWS FOR THE NINE
                            MONTHS ENDED JULY 31, 2005 AND FOR THE PERIOD FROM
                            AUGUST 19, 2004 (INCEPTION) TO JULY 31, 2005
                            (UNAUDITED)

PAGES             5 - 8     NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)



<PAGE>
                              ELITE COSMETICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             CONDENSED BALANCE SHEET
                               AS OF JULY 31, 2005
                               -------------------
                                   (UNAUDITED)

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

<S>                                                                                                     <C>
CURRENT ASSETS
  Cash                                                                                        $           19,696
  Inventories                                                                                                255
                                                                                              -------------------

TOTAL ASSETS                                                                                  $           19,951
------------
                                                                                              ===================


                                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                                    ----------------------------------------
CURRENT LIABILITIES
  Loans payable - stockholder                                                                 $           36,118
                                                                                              -------------------

TOTAL LIABILITIES                                                                                         36,118
-----------------
                                                                                              -------------------

STOCKHOLDERS' DEFICIENCY
  Common stock, $0.0001 par value, 100,000,000 shares authorized, 28,700,000 shares
   issued and outstanding                                                                                  2,887
  Additional paid in capital                                                                             861,334
  Accumulated deficit during development stage                                                          (880,388)
                                                                                              -------------------
        Total Stockholders' Deficiency                                                                   (16,167)
                                                                                              -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                $           19,951
----------------------------------------------                                                ===================
</TABLE>

            See accompanying notes to condensed financial statements.




                                        1
<PAGE>

                              ELITE COSMETICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       CONDENSED STATEMENTS OF OPERATIONS
                       ----------------------------------
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                           For the Period From
                                                      For the Three Months          For the Nine             August 19, 2004
                                                              Ended                 Months Ended           (Inception) to July
                                                          July 31, 2005             July 31, 2005               31, 2005
                                                      ----------------------     --------------------     ----------------------
<S>                                                             <C>                        <C>                      <C>
    OPERATING EXPENSE
      Stock compensation                              $                   -      $           852,000      $             852,000
      Professional fees                                              27,020                   27,020                     27,020
      General and administrative                                        247                      497                      1,097
                                                      ----------------------     --------------------     ----------------------
            Total Operating Expense                                  27,267                  879,517                    880,117
                                                      ----------------------     --------------------     ----------------------
    LOSS FROM OPERATIONS                                            (27,267)                (879,517)                  (880,117)

    OTHER EXPENSE
      Interest expense                                                  271                      271                        271
                                                      ----------------------     --------------------     ----------------------
             Total Other Expense                                        271                      271                        271
                                                      ----------------------     --------------------     ----------------------
    NET LOSS BEFORE TAXES                                           (27,538)                (879,788)                  (880,388)

    Provision for Income Taxes                                            -                        -                          -
                                                      ----------------------     --------------------     ----------------------
    NET LOSS                                          $             (27,538)     $          (879,788)     $            (880,388)
                                                      ======================     ====================     ======================

     Net loss per share - basic and diluted           $                   -       `            (0.07)     $
                                                      ======================     ====================
    Weighted average number of shares outstanding
     during the period - basic and diluted                       28,851,957               12,080,476
                                                      ======================     ====================

</TABLE>

            See accompanying notes to condensed financial statements.

                                        2


<PAGE>
                              ELITE COSMETICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
        FOR THE PERIOD FROM AUGUST 19, 2004 (INCEPTION) TO JULY 31, 2005
        ----------------------------------------------------------------
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                   Accumulated
                                                                            Additional           Deficit During
                                               Common Stock                   Paid-In              Development
                                        Shares               Amount           Capital                 Stage               Total
                                   ----------------    ----------------   ----------------     ----------------     ----------------
<S>                                      <C>                  <C>                <C>                   <C>                <C>
Stock issued to founders for
 expenses ($0.0001 per share)              100,000     $            10    $            90      $             -      $           100

Net loss for the period from
 August  19, 2004 (inception)
 to October 31, 2004                             -                   -                  -                 (600)                (600)
                                   ----------------    ----------------   ----------------     ----------------     ----------------

Balance, October 31, 2004                  100,000                  10                 90                 (600)                (500)

Common stock issued for services
 ($0.03 per share)                      28,400,000               2,840            849,160                    -              852,000

Common stock issued for cash
 ($0.03 per share)                         150,000                  15              4,485                    -                4,500

In-kind contribution                             -                   -                750                    -                  750

Net loss for the six months
 ended April 30, 2005                            -                   -                  -             (852,250)            (852,250)
                                   ----------------    ----------------   ----------------     ----------------     ----------------

Balance, April 30, 2005                 28,650,000               2,865            854,485             (852,850)               4,500

Common stock issued for cash
 ($0.03 per share)                         220,000                  22              6,578                    -                6,600

In-kind contribution of
 interest expense                                -                   -                271                    -                  271

Net loss for the three
 months ended July 31, 2005                      -                   -                  -              (27,538)             (27,538)
                                   ----------------    ----------------   ----------------     ----------------     ----------------

BALANCE, JULY 31, 2005                  28,870,000     $         2,887    $       861,334      $      (880,388)     $       (16,167)
----------------------             ================    ================   =================    ================     ================
</TABLE>

            See accompanying notes to condensed financial statements.


                                        3

<PAGE>

                              ELITE COSMETICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       CONDENSED STATEMENTS OF CASH FLOWS
                       ----------------------------------
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                         For the Period From
                                                                               For the Nine Months         August 19, 2004
                                                                                    Ended                (Inception) to July
                                                                                July 31, 2005                  31, 2005
                                                                             ---------------------       ---------------------
<S>                                                                                   <C>                         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                   $            (879,788)      $           (880,388)
  Adjustments to reconcile net loss to net cash used in operating
   activities:
    Stock compensation                                                                    852,000                     852,000
    In-kind contribution                                                                    1,021                       1,121
   Changes in operating assets and liabilities:
    Increase in inventories                                                                  (255)                       (255)
    Decrease in accounts payable                                                             (500)                          -
                                                                             ---------------------       ---------------------
         Net Cash Used In Operating Activities                                            (27,522)                    (27,522)
                                                                             ---------------------       ---------------------

CASH FLOWS FROM INVESTING ACTIVITIES                                                            -                           -
                                                                             ---------------------       ---------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from loan payable - related party                                               36,118                      36,118
  Proceeds from issuance of common stock                                                   11,100                      11,100
                                                                             ---------------------       ---------------------
         Net Cash Provided By Financing Activities                                         47,218                      47,218
                                                                             ---------------------       ---------------------

NET INCREASE IN CASH                                                                       19,696                      19,696

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                                -                           -
                                                                             ---------------------       ---------------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                   $             19,696        $             19,696
                                                                             =====================       =====================

</TABLE>
            See accompanying notes to condensed financial statements.


                                        4


<PAGE>


                              ELITE COSMETICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               AS OF JULY 31, 2005
                               -------------------
                                   (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.

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

        Elite  Cosmetics,  Inc.  F/K/A  Edmonds  4, 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.


                                        5
<PAGE>
                              ELITE COSMETICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               AS OF JULY 31, 2005
                               -------------------
                                   (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 July 31, 2005,
        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.

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

        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
        $11 for the three and nine month periods ended July 31, 2005.

        (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.

                                        6
<PAGE>


                              ELITE COSMETICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               AS OF JULY 31, 2005
                               -------------------
                                   (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.

NOTE 2 INVENTORIES
-------------------

        Inventories at July 31, 2005 consisted of the following:


        Raw materials                              $             203
        Finished products                                         52
                                                   ------------------
                                                                 255
        Less provision of obsolescence                             -
                                                   ------------------

                                                                 255
                                                   ==================

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).

                                        7
<PAGE>



                              ELITE COSMETICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               AS OF JULY 31, 2005
                               -------------------
                                   (UNAUDITED)

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

        During 2005, the Company recorded $271 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).

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%.


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

        As reflected in the accompanying 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.


                                        8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Conditions and Results
        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.

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:

    * 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. We expect 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 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.

    * 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.

    * In the fourth quarter of 2005, 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.

                                        9
<PAGE>

     * By early 2006 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.

     * By early 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.

    * In early 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
amount of $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
July 31, 2005 and during this we recognized a net loss of $880,388. We have had
no general and administrative expenses from inception. Our expenses from
inception were comprised of stock compensation paid to our sole officer and
director.

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

At July 31, 2005 the Company had $19,696 in cash and $19,951 of total assets,
and will rely upon the issuance of common stock and additional capital
contributions from shareholders to fund administrative expenses pending the
commencement of our operations.


As of July 31, 2005, 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.



                                       10
<PAGE>
 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.

                           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.

          In May 2005, the Company issued 220,000 shares of common stock to
          individuals for cash of $6,600 ($.03 per share).

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 July 31, 2005,
          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 of Form 8-K

              On June 10, 2005, we filed a Form 8-K based on a change in
              accountant.



                                       11
<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.



Date: December 9, 2005           By: /s/ Glen Landry
                                 -------------------
                                 Glen Landry
                                 President, CEO and CFO


                                       12