SecProbe.io

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Mail Stop 3561

August 19, 2005

Glen Landry, President
Elite Cosmetics, Inc.
107 St. Patrick`s Street
Donaldsonville, LA  70346

      Re:	Elite Cosmetics, Inc.
      Registration Statement on Form SB-2
             	Filed July 18, 2005
             	File No.  333-126667
             	Form 10-QSB for Fiscal Quarter Ended
             	April 30, 2005
             	File No. 0-51058

Dear Mr. Landry:

      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.

      Please understand that 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.  We 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.

Prospectus Cover Page

1. In the fourth line, please replace the word "can" with "will"
or
otherwise revise to indicate that the selling shareholders are
required to sell at the $.03 price, if they resell before
quotation
on the OTC BB.

2. Regarding the cross-reference to the risk factors section,
please
highlight the paragraph through the use of bold-face type or
italics.

Risk Factors, page 2

3. For each of your risk factors, please revise your subheadings
to
briefly state the actual risk or harm to the company as a result
of
the material fact you address.  For example, see the last four
risk
factors under "Risks Relating to the Company."
4. We note the statement in your sixth risk factor, "[W]e are
presently dependent to a great extent upon the experience,
abilities
and continued services of Glen Landry..."; however, we further
note
your ninth risk factor, "[O]ur Chief Executive Officer, Glen
Landry,
Has No Previous Experience in the Cosmetics Industry, or Any Prior
Experience as the Chief Executive Officer of a Public Company."
Please revise as appropriate to make the disclosure consistent.

Forward-Looking Statements, page 5

5. Please expand the last sentence under this heading to clarify
that
the forward looking safe harbor does not apply to the offering.
Further, please expand the last paragraph to disclose the
obligation
to update the registration statement as required by Item 512 of
Regulation S-B.

Market for Common Equity..., page 6

6. Please update the information to the latest date practicable
and
in addition, please provide the information required by Item
201(a)(ii) of Regulation S-B.

Selling Shareholders, page 8

7. Please add another footnote to the table to indicate the
relationship, if any, of Clailee A. Landry to Glen Landry.  Also
revise the last statement in this section, "[T]o our knowledge..."
to
add Clailee Landry, if applicable.

Plan of Distribution, page 8

8. At the end of the initial paragraph, please add "if ever"
referring to the possibility that a market will develop.
9. Revise the last sentence of this section to correctly state
that
the expenses are estimated to be $20,000, not $10,000.  We note
the
schedule of expenses in Item 25. on page II-2 in this regard.

Directors, Executive Officers..., page 9

10. Please disclose the business activities of Elmwood Marine and
describe Mr. Landry`s responsibilities as a manager and
supervisor.
Please disclose the number of hours each week that Mr. Landry
works
for Elmwood.
11. Please state the number of hours per week Mr. Landry will
spend
on the business of this company.
12. Please identify the company`s promoters.  See the definition
of
promoter in Rule 405.

Interest of Named Experts and Counsel, page 11

13. Please specify the contingent basis or substantial interest
referred to in the first sentence.  Please explain the reference
to
"any such person" in the second sentence.

Organization Within Last Five Years, page 11

14. Please clarify the reference to "commenced operations" in the
second line, as it appears  the company was a "blank check"
company
at that time.  Please revise as appropriate.

Description of Business, page 11

15. Please provide a discussion of the business activities of Mr.
Landry prior to his acquisition (or gain of control) of Edmonds 4,
Inc., specifically relating to the development and manufacturing
of
the three products as discussed in this section.  We may have
further
comments.

16. Considering the comment above and other disclosures throughout
your registration statement (e.g. products are available for sale
on
eBay), it would appear that you have incurred costs in the
development and manufacturing of your products; however, we do not
see where such costs have been recorded in your financial
statements
(e.g. research and development costs, inventory, etc.).  Please
explain.
17. State the number of customers you presently have and the
number
of product units you have sold, as of a recent date.
18. Explain your "Internet marketing strategy".   State the cost
to
produce your present web-site.  Also, state the costs to the
company
associated with the link to e-bay.  Are there any other fees to be
paid to e-bay?  Does the company have to pay a percentage of each
sale to e-bay?  Please fully explain how this works.
19. Please clarify the individuals who participated in your
survey,
including how they were identified for participation and any
relationships with Elite or its management or shareholders.
Please
describe the nature and extent of the testing that was done and
summarize the results which demonstrated the effectiveness of your
products in reducing the signs of aging and conditioning and
beautifying the skin.  Summarize the "favorable responses" to use
of
the body cream.  Please explain the reference to "in-house
surveys".
20. Your website says that your eye cream "dramatically reduces"
the
signs of aging and that you are "always working hard to develop
new
cosmetic products."  Please disclose these matters in your filing
and
explain.
21. Please explain how you design and develop your products given
the
lack of experience or training in the cosmetology field.  For
example, identify the persons who perform this task and explain
the
steps or methodology used in creating products.
22. Please explain how the company "anticipates strong profit
margins..."  Also, identify your manufacturing costs and explain
why
they are "low".
23. Please add a subsection which discusses government regulation
of
your current and proposed business activities.  See Item 101(b)(9)
of
Regulation S-B.

Marketing/ Distribution, page 12

24. Since the company will be depending heavily upon a marketing
strategy, please indicate Mr. Landry`s experience or training in
this
area. We also note under "Plan of Operations" that "[W]ithin
thirty
to sixty days, we intend to develop a comprehensive marketing
plan.
We expect to spend approximately $10,000 on marketing in the
fourth
quarter of 2005..." If Mr. Landry has no direct experience, please
consider adding another risk factor to address this fact.

Employees, page 12

25. In the last sentence pertaining to Mr. Landry, please clarify
"he
has become adept at planning and forecasting" as an opinion and
explain the basis for this statement in the disclosure.
26. We noted previously the disclosure that Dawn Landry has "mixed
cosmetics" since 2003.  If she is going to perform this function
for
the company, it would appear that this should be disclosed here as
well as explaining briefly exactly what she does in that regard.
Please explain the nature and extent of her experience in mixing
cosmetics.

Intellectual Property, page 12

27. Please update to indicate the current status of the
application
for the trademark.

Plan of Operations, page 12

28. For each of the steps you have listed, disclose the
anticipated
costs and the source(s) of funds to be used to accomplish each of
the
steps.
29. Disclose who will be developing the "comprehensive marketing
plan", the "one to three additional websites", and the "additional
cosmetics" referred to.  If these will all be done by Mr. Landry
and/or his wife, this should be made clear.  Otherwise, if it is
anticipated that the company will hire or enter into an agreement
for
a consultant or other expert in the area, this should be made
clear
as well.
30. In your present third step, please state whether or not there
have been any discussions or negotiations with the companies you
mentioned, such as Wal-Mart, K-Mark, Walgreens.  If so, please
disclose the status of any agreements.

31. We noted in your fourth risk factor that the company "will
need a
minimum of $100,000 to commence our planned operations over the
next
twelve months..."  Please add that statement to this section.
32. We note in the penultimate paragraph the statement, "[W]e
currently do not have enough cash to satisfy our minimum cash
requirements for the next twelve months to maintain our
operations.
We will require additional funds to increase marketing, to expand
operations...".  Please revise to tell us what the amount of funds
would be to maintain operations and then further, disclose the
additional amount of funds would be needed to implement your
business
plan.  We may have further comments upon your response.
33. Please fully discuss the company`s plans for financing its
planned operations, to maintain its operations and to accomplish
the
additional specified steps as mentioned.
34. Please disclose the business reasons for the loan of $73,538,
including the intended uses of these funds.

Liquidity and Capital Resources, page 13

35. Please discuss the recent loan from your president.

Description of Property, page 13

36. If the company`s space is located at Mr. Landry`s residence,
please disclose.  If yes, disclose whether the use of his
residence
for commercial purposes is consistent with local zoning
regulations
and proper licenses have been obtained for commercial use of the
residence.
37. Please describe the nature of the space and explain how the
space
is used to manufacture, store, pack and ship out your products.
For
example, please describe the nature and extent of any equipment
and
the arrangements under which the company uses the equipment.
Disclose the adequacy of the space to support the company`s
business
now and prospectively.

Certain Relationships..., page 13

38. In the initial paragraph, please indicate whether or not there
is
a written agreement for the company`s subleasing arrangement with
Mr.
Landry.
39. It would appear that the transactions in Note 2 and Note 3 to
the
financial statements on page F-6 should be included under this
heading.  For each transaction, please identify the individual
involved.

Executive Compensation

Summary Compensation Table, page 14

40. We noted your disclosure that you do not pay your sole officer
and director for his services and that there is no compensation
reflected in the associated table.  However, Note 3 - Related
Party
Transactions (F-6) states that 28,400,000 shares valued at
$852,000
were issued to your principal stockholder for services.  Please
revise the compensation disclosures accordingly.
41. Further, in the second sentence of Note (1), "[W]e anticipate
negotiating an annual salary for him as soon as we commence
generating revenue."  Inasmuch as Mr. Landry is the only officer,
it
would appear that he will set his own salary.  Please revise or
advise.
42. Clarify if the company is going to set a minimum amount of
income
to be realized or some other measure before a salary will be paid,
or
how this will be determined.

Available Information, page 16

43. Please update the address of the SEC :  100 F Street, N. E.
Room 1580    Washington, D.C.  20549.

Financial Statements

Statements of Operations, F-2

44. We noted your weighted average number of shares outstanding of
1,007,528 and 1,003,702 for the three and six months ended April
30,
2005 respectively.  It is unclear how you determined the weighted
average considering you issued 28,400,000 share of common stock on
March 25, 2005.  Please explain your computation or revise.
45. Please note that net loss per share (basic and diluted) is not
a
cumulative measure; therefore, this amount should be removed for
the
period from August 19, 2004 (inception) to April 30, 2005.

Notes to Financial Statements

Note 1 - Summary of Significant Accounting Policies and
Organization

General

46. Regarding the stock issued for services as discussed on F-6
(Note
2 (B)), please disclose your policy for stock compensation and
provide the required disclosures of SFAS 123 (as amended by SFAS
148), specifically paragraphs 45 through 48.

Other Financial Statement Comments

47. Please direct your auditor to revise their consent to
appropriately reflect the audit report date (November 29, 2004).
48. Please note the updating requirements for the financial
statements as set forth in Item 310(g) of Regulation S-B, and
provide
a current consent of the independent accountants in any amendment.

Part II.

Item 26.  Recent Sales..., page II-3

49. Rule 506 requires that investors be either accredited
investors
or financially sophisticated.  Please address this element of the
exemption in this item.
50. Please reconcile the information here with the disclosure in
Financial Statements Note 5 - Subsequent Events.

51. Revise Note (E) on page II-5 since Dawn Landry and possibly
Clailee Landry are affiliated to Glen Landry, the company`s
officer
and director.

Signatures, page II-7

52. The individual operating in the capacity of principal
accounting
officer or controller should be so designated in accordance with
the
Form requirements.  Please revise in the amendment to be filed.

Form 10-QSB for Fiscal Quarter Ended April 30, 2005

53. Please revise and amend any filings (e.g. Forms 10-QSB) to
conform to any changes made in the registration statement as a
result
of our comments.

Closing Comments

      As appropriate, please amend your 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 provide 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