enhanceskin10qa073109.htm

10-Q/A 1 enhanceskin10qa073109.htm ENHANCE SKIN PRODUCTS 10Q AMENDMENT #1, 07.31.09 enhanceskin10qa073109.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q /A

Amendment #1

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

For the quarter ended July 31, 2009

o 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 000-52755

ENHANCE SKIN PRODUCTS INC.

(Exact name of registrant as specified in its charter)

Nevada	84-1724410
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

695 South Colorado Boulevard, Suite 400, Denver, Colorado 80246

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 416-644-8318

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

Number of shares outstanding of the registrant's class of common stock as of July 31, 2009: 49,250,000

Authorized share capital of the registrant: 100,000,000 common shares, par value of $0.001

The Company recorded $nil sales revenue for the nine months ended July 31, 2009.

FORWARD-LOOKING STATEMENTS

THIS QUARTERLY REPORT ON FORM 10-Q CONTAINS PREDICTIONS, PROJECTIONS AND OTHER STATEMENTS ABOUT THE FUTURE THAT ARE INTENDED TO BE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (COLLECTIVELY, "FORWARD-LOOKING STATEMENTS"). FORWARD LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. A NUMBER OF IMPORTANT FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS. IN ASSESSING FORWARD-LOOKING STATEMENTS CONTAINED IN THIS QUARTERLY REPORT ON FORM 10-Q, READERS ARE URGED TO READ CAREFULLY ALL CAUTIONARY STATEMENTS- INCLUDING THOSE CONTAINED IN OTHER SECTIONS OF THIS QUARTERLY REPORT ON FORM 10-Q. AMONG SAID RISKS AND UNCERTAINTIES IS THE RISK THAT THE COMPANY WILL NOT SUCCESSFULLY EXECUTE ITS BUSINESS PLAN, THAT ITS MANAGEMENT IS ADEQUATE TO CARRY OUT ITS BUSINESS PLAN AND THAT THERE WILL BE ADEQUATE CAPITAL OR THEY MAY BE UNSUCCESSUFL FOR TECHNICAL, ECONOMIC OR OTHER REASONS.

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements.

	Page Number

Balance Sheets	3

Statements of Operations	4

Statement of Stockholder's Equity	5

Statements of Cash Flows	6

Notes to the Financial Statements	7

ENHANCE SKIN PRODUCTS INC.
formerly Zeezoo Software Corp.

CONSOLIDATED BALANCE SHEETS


		July 31			April 30
		2009			2009

ASSETS
Current
Cash		$	147,568		$	361,606
Accounts receivable			13,549			8,609
Prepaids & deposits			7,507			19,228
Inventory			79,809			43,613

	Total current assets		248,433			433,056

Other assets
Patent applications			49,257			43,166
Trademarks			44,115			44,115

	Total other assets		93,372			87,281

Total assets		$	341,805		$	520,337


LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
Accounts payable and accrued liabilities		$	18,369		$	16,504
Accounts payable to related party			284			259

	Total current liabilities		18,653			16,763


Stockholders equity
Authorized:
	100,000,000 common shares per value $0.001
Issued and outstanding 49,250,000 as of
	July 31, 2009 and April 30, 2009		49,250			49,250
Additional paid-in capital			1,337,055			1,337,055
Translation adjustment			12,150			10,297
Retained deficit			(1,075,303	)		(893,028	)

Total stockholders' equity			323,152			503,574

Total liabilities and stockholders' equity		$	341,805		$	520,337

The accompanying notes are an integral part of these consolidated financial statements.

ENHANCE SKIN PRODUCTS INC.
formerly Zeezoo Software Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ending July 31, 2009, and July 31, 2008

	July 31			July 31
	2009			2008

EXPENSES
Operating expenses
General & administrative	$	128,569		$	4,546
Professional fees		3,784			-
Marketing		50,204			-

		182,557			4,546

Net loss before other items		(182,557	)		(4,546	)

Other items
Interest on long term debt		-			628
Interest income		(282	)		-

Net loss before income taxes		(182,275	)		(5,174	)

Provision for income taxes		-			-

Net loss	$	(182,275	)	$	(5,174	)

Basic and diluted loss per common share	$	(0.00	)	$	(517.40	)

Weighted average number of common
shares outstanding		49,250,000			10

The accompanying notes are an integral part of these consolidated financial statements.

ENHANCE SKIN PRODUCTS INC.
formerly Zeezoo Software Corp.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the three months ending July 31, 2009 and the year ending April 30, 2009

							Additional									Total
	Common Stock						paid in			Translation			Retained			Stockholders
	Shares			Amount			Capital			Adjustment			Deficit			Equity

Balance April 30, 2008		10			90			222,687			(3,741	)		(207,809	)		11,227

Asset Purchase Agreement executed August 14, 2008
Shares assumed		20,250,000			20,250			(20,250	)								-
Shares issued		27,500,000			27,500			(27,500	)								-
Shares cancelled		(10	)		(90	)		90									-
Private placement closed August 14, 2008 @ $1.00		1,500,000			1,500			1,153,900									1,155,400
Contribution to APIC								10,749									10,749
Net liabilities acquired from Zeezoo								(2,621	)								(2,621	)
Increase in translation adjustment											14,038						14,038
Net loss for the period														(685,219	)		(685,219	)

Balance April 30, 2009		49,250,000		$	49,250		$	1,337,055		$	10,297		$	(893,028	)	$	503,574

Increase in translation adjustment											1,853						1,853
Net loss for the period														(182,275	)		(182,275	)

Balance July 31, 2009		49,250,000		$	49,250		$	1,337,055		$	12,150		$	(1,075,303	)	$	323,152

The accompanying notes are an integral part of these consolidated financial statements.

ENHANCE SKIN PRODUCTS INC.
formerly Zeezoo Software Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ending July 31, 2009, and July 31, 2008

	July 31			July 31
	2009			2008

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(182,275	)	$	(5,174	)
Changes in operating assets and liabilities:
Accounts receivable		(4,940	)		776
Prepaids & deposits		11,721			1,339
Inventory		(36,196	)		-
Accounts payable and accrued liabilities		1,865			-
Accounts payable to related party		25			-

Cash flows from operating activities		(209,800	)		(3,059	)


CASH FLOWS FROM INVESTING ACTIVITIES
Patent applications		(6,091	)		63
Trademarks		-			2,280

Cash flows from investing activities		(6,091	)		2,343


CASH FLOWS FROM FINANCING ACTIVITIES
Increase in additional paid in Capital		-			10,749
Payment of loans		-			(6,746	)

Cash flows from financing activities		-			4,003


NET INCREASE (DECREASE) IN CASH		(215,891	)		3,287
Effect of foreign currency translation adjustments		1,853			(199	)

Cash, beginning of the period		361,606			(3,088	)

Cash, end of the period	$	147,568		$	-

Supplemental disclosure with respect to cash flows:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	628

The accompanying notes are an integral part of these consolidated financial statements.

ENHANCE SKIN PRODUCTS INC.

formerly Zeezoo Software Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(unaudited)

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

Enhance Skin Products Inc. (formerly Zeezoo Software Corp.) was originally incorporated under the laws of the state of Nevada on November 14, 2006.

Pursuant to an Asset Purchase Agreement by and between the Company and Enhance Private which closed on August 14, 2008, the Company acquired the Assets of Enhance Private. In addition to shares issued for the asset purchase and the cancellation of certain securities of the Company, Enhance Private has acquired approximately 57.6% of the Common Stock of the Company. On August 28, 2008 the Company changed its name to Enhance Skin Products Inc.

For accounting purposes, this transaction was treated as an acquisition of Zeezoo Software Corp. and a recapitalization of Enhance Skin Products Inc. Enhance Private is the accounting acquirer and the results of its operations carryover. Accordingly, the operations of Zeezoo Software Corp are not carried over and will be adjusted to $0. Immediately prior to the Merger, Zeezoo Software Corp had minimal assets and liabilities.

The financial statements are presented based on this recapitalization, whereby the Company has 49,250,000 common shares outstanding as of August 14, 2008.

The Company is now a developer of premium cosmeceutical products marketed under its “Visible Youth™” trademark. Cosmeceuticals are topically applied products containing ingredients that influence the biological function of skin and can be described as a marriage between cosmetics and pharmaceuticals. These products may improve the appearance and condition of the skin by delivering nutrients or protectants necessary for healthy skin.

These consolidated financial statements contain the consolidated accounts of the Company and its wholly owned subsidiary Enhance Skin Products (Canada) Limited. All inter-company accounts and transactions have been eliminated on consolidation.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company maintains its accounts on the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America. The accompanying financial statements of The Company, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (SEC). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations have been reflected herein

The financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:

USE OF ESTIMATES

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

ENHANCE SKIN PRODUCTS INC.

formerly Zeezoo Software Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(unaudited)

REVENUE RECOGNITION

The Company recognizes product sales generally at the time the product is shipped. In certain instances the Company recognizes revenue on a C.O.D. basis. Concurrent with the recognition of revenue, the Company provides for the estimated cost of product returns and reduces revenue for estimated product returns. Sales incentives are classified as a reduction of revenue and are recognized when revenue is recognized. Shipping and handling costs are included in cost of goods sold.

ADVERTISING EXPENSE

The Company’s policy regarding advertising is to expense advertising when incurred.

LONG-LIVED ASSETS

We review our long-lived assets, which include intangible assets subject to amortization, for recoverability whenever events or changes in circumstances indicate that the carrying amount of such long-lived asset or group of long-lived assets (collectively referred to as "the asset") may not be recoverable. Such circumstances include, but are not limited to:

▪	a significant decrease in the market price of the asset;

▪	a significant change in the extent or manner in which the asset is being used;

▪	a significant change in the business climate that could affect the value of the asset;

▪	a current period loss combined with projection of continuing loss associated with use of the asset;

▪	a current expectation that, more likely than not, the asset will be sold or otherwise disposed of before the end of its previously estimated useful life.

BASIC AND DILUTED LOSS PER SHARE

The Company reports basic loss per share in accordance with the SFAS No. 128, “Earnings Per Share”. Basic loss per share is computed using the weighted average number of shares outstanding during the period. Diluted loss per share has not been provided as it would anti-dilutive. Dilution is computed by applying the treasury stock method.

PRODUCT DEVELOPMENT COSTS

Product development costs are expensed as incurred.

INCOME TAXES

Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (“SFAS 109”) Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

FOREIGN CURRENCY TRANSACTIONS

The Company’s functional currency is the Canadian dollar (“CDN”). The Company translates from the functional currency to U.S. dollars using the current rate method in accordance with SFAS No 38. The Company uses the U.S. dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission and in accordance with SFAS No. 52.

ENHANCE SKIN PRODUCTS INC.

formerly Zeezoo Software Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(unaudited)

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses would be included in other income (expenses) on the Statement of Operations.

WEBSITE COSTS

Website costs consist of software development costs, which represent costs of design, configuration, coding, installation and testing of the Company’s website. These costs are expensed as they are incurred.

NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair value Measurement” (“SFAS 157”). The standard provides guidance for using fair value to measure assets and liabilities. SFAS 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy. SFAS 157 was effective for the Company on May 1, 2008. In October 2008, the FASB issued Staff Position (“FSP” No. FAS 157-3), “Determining the Fair Value of a Financial Asset when the Market for that Asset is not Active” which clarifies the application of SFAS157 in an inactive market and illustrates how an entity would determine fair value when the market for a financial asset is not active. The Staff Position is effective immediately and applies to prior periods for which financial statements have not been issued, including interim or annual periods ending on or before September 30, 2008. The adoption of this statement did not have a material impact on the Company’s financial condition, results of operations or cash flows.

In February 2007, the FASB issued SFAS No. 159, “The fair value option for Financial Assets and Financial Liabilities – including an amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 permits an entity to elect fair value as the initial and subsequent measurement attribute for many financial assets and liabilities. Entities electing the fair value option are required to recognize changes in fair value in earnings. SFAS 159 also requires additional disclosures to compensate for the lack of comparability that will arise from the use of the fair value option. SFAS 159 was effective as of the beginning of an entity’s fiscal year beginning after November 15, 2007. The adoption of this statement did not have a material impact on the Company’s financial condition, results of operations or cash flows.

In May 2008, the FASB issued SFAS No. 162, “the Hierarchy of Generally Accepted Principles”. This statement identifies the sources of accounting principles and the framework of selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (“GAAP”) in the Unites States. The statement is directed to entities rather than auditors because entities are responsible for the selection of accounting principles for financial statements that are presented in conformity with GAAP. This statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles”. The Company does not expect that the adoption of this statement will have a material impact on its financial position, results of operations or cash flows.

NOTE 4. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has net losses for the quarter ended July 31, 2009 of $182,275. The Company intends to fund operations through working capital and sales, which may be insufficient to fund its expenditures, working capital and other cash requirements for the next 12 months.

The ability of the Company to become a profitable entity is dependent upon the Company’s successful efforts to generate sales and then attain profitable operations. In response to these problems, management has planned the following actions:

•

Management is currently manufacturing products to generate sales. There can be no assurances, however, that management’s expectations of future sales will be realized.

ENHANCE SKIN PRODUCTS INC.

formerly Zeezoo Software Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(unaudited)

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 5. STOCKHOLDERS' EQUITY

AUTHORIZED

The Company is authorized to issue 100,000,000 common shares of $0.001 par value common stock. All common stock shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.

ISSUED AND OUTSTANDING

On August 14, 2008, the Company entered into a subscription agreement with Investors pursuant to which the Company sold to the Investors an aggregate of $1,500,000 of units, each unit consisting of 2 shares of Common Stock and one warrant to purchase one share of Common Stock. The unit purchase price was $2.00. Each warrant entitles its holder to subscribe for one share of our common stock at an exercise price of $1.40 during the period of 24 months from the closing date of August 14, 2008 at 5:00 p.m., Nevada time.

Net proceeds to the Company were $1,061,502. $438,300 of funds was disbursed as follows: $300,000 was paid as finder’s fees, $44,600 were cash expenses consisting of professional fees and legal fees associated with share issuance costs. A further $34,416 was paid to satisfy existing bank loans and $59,482 was paid to officers of the Company who had advanced funds for current marketing efforts.

As a result of the transactions described in note 1 and the 1,500,000 shares of common stock sold to investors at $1.00 per share on August 14, 2008 there are currently 49,250,000 shares of the Company’s Common Stock issued and outstanding without giving effect to the possible exercise of the 750,000 warrants issued with the stock sold on August 14, 2008.

NOTE 6. WARRANTS

Warrants for 750,000 shares were issued by the Company in August 2008. Specifically, the Company sold 1,500,000 shares of Common Stock for $1,500,000 to accredited investors and issued warrants to purchase 750,000 shares of Common Stock at an exercise price of 1.40 per share expiring August 14, 2010. The warrants have not been exercised as of July 31, 2009.

The following table summarizes warrants that are issued, outstanding and exercisable.

		Warrants
		Issued	Outstanding
		July 31,	July 31,
Exercise Price	Expiration Date	2009	2009
1.40	August 14, 2010	750,000	750,000

NOTE 7. RELATED PARTY TRANSACTIONS AND BALANCES

The amount due to a Director of $284 has no repayment terms, is unsecured and is non-interest bearing.

During the period ended July 31, 2009, the Company made monthly consulting fee payments of $12,500 to Biostrategies Consulting Group Inc., a private Ontario company wholly owned by the Company’s CEO who is also a Director. In this period, a total of $37,500 has been recorded as an expense. During the same period, and in consideration of the payments made to Biostrategies Consulting Group Inc., the Company’s CEO did not collect any salary from the Company.

The CEO, Director made contributions to additional paid capital of $0 and $10,749 in the quarter ended July 31,2009 and July 31,2008 respectively.

ENHANCE SKIN PRODUCTS INC.

formerly Zeezoo Software Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(unaudited)

NOTE 8. INVENTORY

During the quarter ended July,31, 2009 the Company purchased additional raw materials and manufactured it’s products for sale. The Company now has two catagories of inventory as follow:

	July 31		April 30
	2009		2009
Finished Goods		36,011		0
Raw materials		43,798		43,613
		79,809		43,613

NOTE 9. INCOME TAXES

Net deferred tax assets are $Nil. Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company has not recorded a valuation allowance.

NOTE 10. NET OPERATING LOSSES

As of July 31, 2009, the Company has a net operating loss carry forward of approximately $1,075,303 which will expire for tax loss carry forward purposes 20 years from the date the loss was incurred.

NOTE 11. OPERATING LEASES AND OTHER COMMITMENTS

The Company currently has a monthly lease commitment of $747 expiring October 31, 2011.

Fiscal	Lease
Year	Agreement		Total
2010	$	7,380	$	7,380
2011		9,840		9,840
2012		4,920		4,920
2013		0		0
2014		0		0
Total	$	22,140	$	22,140

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Operating Results

The following selected comparative financial information has been derived from and should be read in conjunction with the financial statements of the Company for the year ended July 31, 2009.

	First quarter ended July 31,2009
		Jul 31 2008			Jul 31 2009			$ Change			% Change
Total Sales		$	-		$	-		$	-			n/a
Cost of goods sold			-			-			-			n/a
Gross profit			-			-			-			n/a
Operating expenses			4,546			182,557			178,011			3916	%
Net loss befor other items			(4,546	)		(182,557	)		(178,011	)		3916	%
Other items
Interest on long term debt			628			-			(628	)		(100	)%
Interest income			-			(282	)		(282	)		n/a
Net loss		$	(5,174	)	$	(182,275	)	$	(177,101	)		3423	%

Total assets			520,337			341,805			(178,532	)		(34	)%

Sales

During the year ended July 31, 2009 the Company did not record any sales. During this quarter the Company manufactured the complete line of it’s products. For the first time since the financing the Company will be launching its products for sale.

Operating Expenses

Our operating expenses are classified primarily into the following categories.

General & administrative expenses incurred for quarter ended July 31, 2009 were $128,569 compared to the $4,546 incurred in the quarter ended July 31,2008. Thw comparison to the 2008 quarter is meaningless as the Company was not operating in the quarter ended July 31, 2008. The largest expense in 2009 being remuneration of $109,856 compared to zero remuneration expense in 2008. Travel expense in 2009 was $9,716 compared to the $54 incurred in 2008. Rent expense was $3,973 in 2009 compared to $3,228 in 2008. These three expenses represent 96.1% of the total general & administrative expenses in 2009. Other expenses for the three months ended July 31, 2009 were corporate of $330, office expense of $3,006, bank charges of $230 and foreign exchange losses of $1,458.

Professional fees in the quarter ended July 31, 2009 were $3,784 compared to the nil incurred in the quarter April 31, 2008. Included in professional fees were $2,222 on legal and $1,562 for other services.

In the quarter ended July 31, 2009 marketing expenses were $50,204 compared to nil in 2008. The expenditure in the first quarter ended July 31, 2009 was in the development of the Companies website which is a primary tool in selling the Companies product line, which is being launched in the second quarter.

Other Items

Interest on long term debt decreased by $628 in the first three months ended July 31, 2009 from the 2008 expense of $628. The debt was paid in August 2008 after the equity financing was received.

As the Company had cash on hand after the equity financing of August 14, 2009 $282 of interest was earned with these funds in the quarter ended April 30, 2009.

Liquidity and Capital Resources

At the quarter ended July 31, 2009, the Company had working capital of $229,780 as compared to the working capital of $416,293 at the year ended April 30, 2009. The decrease of $186,513 is attributed entirely to the operating expenses of the first quarter ended July 31, 2009.

At the quarter ended July 31, 2009 the total assets were $341,805 as compared to the total assets $520,337 at April 30, 2009. The decrease in total assets coincides with the decrease in working capital.

The complete line of the Company’s products was manufactured in the quarter ended July 31, 2009. The Company had relied on the financing of August 2008 for its working capital requirements up until the end of the first quarter ended July 31, 2009. In the second quarter the Company is launching its new complete line of skin care products. The Company is now expecting the gross profit on sales to fulfill its working capital requirements. Should these sales be insufficient the Company will seek further financing to reach the break even point.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our short term money market investments. The Company does not have any financial instruments held for trading or other speculative purposes and does not invest in derivative financial instruments, interest rate swaps or other investments that alter interest rate exposure. The Company does not have any credit facilities with variable interest rates.

ITEM 4. Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures as of the end of the period covered by this quarterly report for the three months ended July 31, 2009. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's president and chief executive officer. Based upon that evaluation, our company's president and chief executive officer concluded that our company's disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Exchange Act is accumulated and communicated to management, including our company's president as appropriate, to allow timely decisions regarding required disclosure.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings.

We are not aware of any legal proceedings in which any director or officer, any proposed director or officer or any owner of record or beneficial owner of more than 5% of any class of voting securities of our company, or any affiliate of any such director or officer, proposed director or officer or security holder, is a party adverse to our company or has a material interest adverse to our company.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

ITEM 3. Defaults Upon Senior Securities.

None.

ITEM 4. Submission of Matters To a Vote of Security Holders.

On February 6, 2009, in accordance with the by-laws of the Company, Mr. Donald Nicholson was appointed to the Board of Directors of the Company by the written consent of the holder of in excess of 50% of the Company’s voting stock.

ITEM 5. Other Information.

ITEM 6. Exhibits.

(a) Pursuant to rule 601 of Regulation S-K, the following exhibits are included herein or incorporated by reference.

Exhibit Number		Description

31.1		Certification of CEO Pursuant TO 18 U.S.C. § 1350, Section 302
31.2		Certification of CFO Pursuant to 18 U.S.C. § 1350, Section 302
32.1		Certification Pursuant to 18 U.S.C. § 1350, Section 906
32.2		Certification Pursuant to 18 U.S.C. § 1350, Section 906

(b) Reports on Form 8-K

Reports as filed with Securities and Exchange Commission on February 10, 2009.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 6th day of April, 2010 .

	ENHANCE SKIN PRODUCTS INC.


Date: April 6, 2010	By:	/s/ Dr. Samuel S. Asculai
		Name: Dr. Samuel S. Asculai
		Title: President/CEO, Principal Executive Officer

Date: April 6, 2010	By:	/s/ Brian Lukian
		Name: Brian Lukian
		Title: Chief Financial Officer, Principal Financial Officer