SecProbe.io

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Mail Stop 3561

October 4, 2005

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

     RE:  Elite Cosmetics, Inc. ("the company")
             Amendment No. 1 to Registration Statement on
             Form SB-2
             Filed August 31, 2005
             File No.  333-126667

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.

Risk Factors, page 2

1. Please add a risk factor addressing the substantial debt owed
to
your control person.

Glen Landry
      Elite Cosmetics, Inc.
      October 4, 2005
      Page 2.

2. As you have not proven the effectiveness of your products in
formal testing, it would appear appropriate to add a risk factor
addressing the risk that purchasers of your products may not find
your products effective.

Directors, Executive Officers..., page 9

3. Please confirm that Mr. Neussler is the company`s only
promoter.

Description of Business, page 11

4. We note the statements "[O]ur business plan focuses on
providing
lower cost alternatives for cosmetics purchasers..."  and "[W]e
have
designed and will offer products that provide benefits similar to
those currently on the market at a reduced price."  Please expand
to
fully explain how the company will accomplish these goals given
the
fact that presently, management has no experience in this
business,
has no revenue, and limited financial resources, and will not
apparently be able to buy in quantities sufficient enough to
warrant
discounts in buying its components with which it will make its
products.

5. Further, please fully explain how the company will successfully
compete with established cosmetics companies with familiar brand
names.

6. We reiterate our previous comment #22.  We note the company "
anticipates strong profit margins".  Explain why your
manufacturing
costs are "low".

7. We note the sentence, "[w]e learned how to make the products by
researching various cosmetics books . . . ."  Please explain how
these sources contributed to your product development.   Please
explain whether your products have any unique ingredients or
technology that would distinguish them in the marketplace.  If
not,
please disclose.  If appropriate, please add a risk factor on this
point.

Glen Landry
Elite Cosmetics, Inc.
October 4, 2005
Page 3.

Government Regulation, page 12

8. Please expand the initial paragraph to disclose more
specifically
the regulatory action the company could be subjected to for
violations of the FDCA and FPLA laws.

Marketing Distribution, page 12

9. Provide more specific details about the beta web site and the
company`s intentions to get it listed on major search engines "so
we
can begin building a larger market for our cosmetics."

10. Discuss in more detail and provide the intended time frame for
the company`s plans to sell through other mediums such as over the
counter cosmetic vendors.

Employees, page 13

11. Indicate at what level of profitability does the company plan
on
paying Dawn Landry for her services to the company.  Will she be
compensated for past time and services, in the future?  If the
company has no set plans at this time, please disclose.

12. Please explain the statement that Ms. Landry "informally
studied
cosmetology on an individual basis."

Plan of Operations, page 14

13. We note the statement that "[W]e will need a minimum of
$100,000
to maintain our operations and a minimum of $200,000 to execute
our
business plan over the next twelve months."  Please revise to
clarify, if true, that you need an additional amount of $200,000
to
execute your business plan.

Glen Landry
   Elite Cosmetics, Inc.
   October 4, 2005
   Page 4.

14. As previously requested in the staff`s comment #31, please
disclose that the company "will need a minimum of $100,000 to
commence our planned operations over the next twelve months..." as
noted in risk factor #4.  Please
15. disclose.  Also, please reconcile with the disclosure in this
section that a minimum of $100,000 is necessary to maintain your
operations.

16. Please identify and quantify the anticipated principal uses of
funding over the next 12 months.  Where those uses may vary
depending
upon the level of available funding, please explain.

17. Please expand the discussion to disclose the maximum amount of
funds Mr. Landry is willing and able to provide to the company.
Disclose the arrangements or understandings under which the funds
are
provided and will be paid back to Mr. Landry.  Is this a formal
loan
arrangement?  If so, the executed agreement should be filed as an
exhibit to the registration statement as required by Item 601(b)
of
Regulation S-B.

18. The amount loaned to Elite Cosmetics through June 2005 does
not
agree with disclosure in your Form 10-QSB for the quarter ended
July
31, 2005.  Please revise as appropriate.

Description of Property, page 15

19. Please add your supplemental response #36 with respect to the
local zoning regulations.
20. As previously requested in our comment #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.

Executive Compensation

21. As requested in our comment #41, please disclose that Mr.
Landry
will set his own salary.  We note your supplemental response in
this
regard.

Glen Landry
Elite Cosmetics, Inc.
October 4, 2005
Page 5.

Part II.

Item 26.  Recent sales...

22. Please revise this item to address the financial
sophistication
or accredited investor status of the purchasers in the Rule 506
offering.

General

23. Please insure that the disclosure is updated to the most
recent
date practicable.

Reports on Form 10-QSB

24. Both of your reports to date reflect that you intend to
develop
and produce a cream that "will dramatically reduce the signs of
aging."  You have revised similar disclosure in your Form SB-2.
Please amend these reports as appropriate.
25. Please amend these reports to include the plan of operations
required by Item 303(a) of Regulation S-B.  Also, please revise
your
most recent quarterly report to discuss the shareholder loan.

Closing Comments
26.  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;

Glen Landry
Elite Cosmetics, Inc.
October 4, 2005
Page 6.

      and

the company may not assert this action as 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.

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.

 Please contact Blaise Rhodes at (202) 551- 3774 with any
accounting
related questions, and Janice McGuirk at (202) 551-3395 with any
other questions.

Sincerely,

John Reynolds

Assistant Director

Cc:  Gregg Jaclin, Esq.
        Via Fax (732) 577-1188

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