SecProbe.io

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Mail Stop 03-05

							May 20, 2005

Via U.S. Mail

Mr. David Cartisano, President
Elite Artz, Inc.
4950 W. Craig Road, Suite 3-235
Las Vegas, NV  89130

Re: 	Elite Artz, Inc.
	Amendment No. 1 to Form SB-2 filed on April 29, 2005
	File No. 333-121663

Dear Mr. Cartisano,

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Dilution, page 10
Dilution to new investors, page 10
1. We reissue prior comment 15.  Refer to the last sentence of the
second paragraph.  It appears that the percentage increase in book
value to the present shareholders is incorrect.  Please advise or
revise.

 Selling Shareholders, page 12
2. We reissue prior comment 17.  Please also provide (if one
percent
or more) the percentage owned by each security holder after
completion of your offering as well as the selling shareholder
offering.

Statement of Changes in Stockholders` Equity, page F-4
3. Please revise to include a column rolling forward the
accumulated
other comprehensive income (loss) component of stockholders`
equity
(i.e., the change in value of your available-for-sale securities)
and
a total column.  Refer to the guidance in SFAS 130.

Note 2 - Summary of Significant Accounting Policies, page F-7
4. We note your response to our prior comment 25 and your revised
accounting policy for investments in equity securities.  We
reissue
our comment in part.  In your response it appears you mistyped
part
of our comment by replacing the word "decline" with "deadline."
Therefore, please revise your accounting policy disclosure to
specifically state how you assess for impairment of securities,
including when a decline (unrealized loss) in value is deemed
"other
than temporary" for which a write-down is reflected in earnings as
a
realized loss, as required by paragraph 16 of SFAS 115.  Refer to
EITF 03-01 and SAB Topic 5M for guidance.
5. In addition, your revised policy states that "permanent"
unrealized decreases in value are expensed.  Please revise this to
state "other than temporary," in accordance with SFAS 115.

Note 3 - Available-For-Sale Securities, page F-8
6. In your plan of operation for the next twelve months on pages
28
and 29, you state that you will have sufficient funds for
operations
over the next twelve months if you are able to sell your
available-
for-sale securities.  We note that iMedia shares were trading at
approximately $1.15 per share at December 31, 2004, and have
subsequently declined in value.  Recently, they have been trading
at
approximately $0.84 per share, which is approximately 60% less
than
your cost basis of $2.25 per share.  We also note from iMedia`s
2004
10-KSB that their independent auditor has substantial doubt about
their ability to continue as a going concern due to significant
losses from operations and dependence on obtaining additional
financing.  Therefore, please tell us and revise note 3 to
disclose,
as of the date of the most recent balance sheet, the reliable
information you considered (both positive and negative) in
reaching
the conclusion that the impairment is not other than temporary.
See
paragraph 21 of EITF 03-01 for guidance.  In the absence of
positive
supporting evidence that is contrary to the negative factors we
cited
above, you should consider an other-than-temporary write-down
reflected in earnings as a realized loss in the updated 2005
unaudited interim financial statements to be filed in an amendment
to
the Form SB-2.  Please advise and revise accordingly.

Other
7. The financial statements should be updated, as necessary, to
comply with Rule 3-10 (g) of Regulation S-B at the effective date
of
the registration statement.
8. Provide a currently dated consent from the independent public
accountant in the amendment.

* * * * *

      As appropriate, please amend the registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* The action of the Commission or the staff, acting pursuant to
delegated authority in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* The company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Lyn Shenk at (202) 551-3380 or Joe Foti at
(202) 551-3816 if you have questions regarding comments on the
financial statements and related matters.  Please contact Rolaine
Bancroft at (202) 551-3313 or me at (202) 551-3755 with any other
questions.

      Regards,

Max A. Webb
      Assistant Director

cc:	James A. Barber, Esq.
	via facsimile:  (801)364-3406
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Mr. David Cartisano
Elite Artz, Inc.
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