enhanceskinexh10_6.htm






Exhibit 10.6





UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

 

The following pro forma balance sheet has been derived from the balance sheet of Zeezoo Software Corp, (“ Zeezoo”) at July 31, 2008 and adjusts such information to give effect to the acquisition of Enhance Skin Products, Inc., as if the acquisition had occurred
at July 31, 2008. The pro forma balance sheet is presented for informational purposes only and does not purport to be indicative of the financial condition that would have resulted if the acquisition had been consummated at July 31, 2008. The pro forma balance sheet should be read in conjunction with the notes thereto and Enhance Skin Products Inc’s financial statements and related notes thereto contained elsewhere in this filing.

 

On August 14, 2008, Zeezoo acquired Enhance Skin Products Inc., a privately owned Ontario corporation (“ Enhance”), through an Asset Purchase Agreement with the issuance of Common Stock (the “ Merger ”) between
Zeezoo, and Enhance.  

 

Immediately following the Merger, Zeezoo formally ceased the software development business that it had previously conducted, Zeezoo closed the office in California, and moved the office to Denver, Colorado.  We currently do not plan to conduct any business other than the business of Enhance, which will continue to conduct its operations
that it has, to date, been engaged in.

 

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

 

The financial statements are presented based on this recapitalization, whereby Zeezoo has 49,250,000 shares of its common stock outstanding as of July 31, 2008.

 





 





 





 





 







 



1







 



 



	
Enhance Skin Products Inc. Pro-Forma
	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	
Unaudited Pro Forma Consolidated Balance Sheet
	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	
Enhance Skin
	 	
Zeezoo
	 	 	 	 	 	 	 
	  	 	
Products Inc
	 	
Software Corp
	 	 	
 
	 	 	
 
	 
	  	 	
July 31
	 	 	
July 31
	 	 	Pro Forma	 	 	 	 
	  	 	
2008
	 	 	
2008
	 	 	
Adjustments
	 	 	

Pro Forma

	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	
ASSETS
	 	 	 	 	 	 	 	 	 	 	 	 
	
Current
	 	 	 	 	 	 	 	 	 	 	 	 
	
Cash
	 	$	0	 	 	$	1,854	 	 	$	1,061,487	 	 	$	1,063,341	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
Total current assets
	 	 	0	 	 	 	1,854	 	 	 	1,061,487	 	 	 	1,063,341	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
Patent
	 	 	6,903	 	 	 	0	 	 	 	0	 	 	 	6,903	 
	
Trademark
	 	 	44,115	 	 	 	0	 	 	 	0	 	 	 	44,115	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
Total other assets
	 	 	51,018	 	 	 	0	 	 	 	0	 	 	 	51,018	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
Total Assets
	 	$	51,018	 	 	$	1,854	 	 	$	1,061,487	 	 	$	1,114,359	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
	 	 	 	 	 	 	 	 	 	 	 	 
	
Current
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
Accounts payable and accrued liabilities
	 	$	0	 	 	$	2,860	 	 	$	0	 	 	$	2,860	 
	
Current portion of long term debt
	 	 	11,482	 	 	 	0	 	 	 	(11,482	)	 	 	0	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
Total current liabilities
	 	 	11,482	 	 	 	2,860	 	 	 	(11,482	)	 	 	2,860	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
Long Term
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
Bank loans
	 	 	22,934	 	 	 	0	 	 	 	(22,934	)	 	 	0	 
	
Due to shareholder
	 	 	0	 	 	 	1,615	 	 	 	0	 	 	 	1,615	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
Total long term liabilities
	 	 	22,934	 	 	 	1,615	 	 	 	(22,934	)	 	 	1,615	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
Total liabilities
	 	 	34,416	 	 	 	4,475	 	 	 	(34,416	)	 	 	4,475	 



 

 



 



2







 



 


	
Stockholder's equity (deficit)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
Authorized 100,000,000 common shares par value $0.001
	 	 	 	 	 	 	 	 	 
	
Issued and outstanding 49,250,000
	 	 	90	 	 	 	5,680	 	 	 	43,486	 	 	 	49,250	 
	
Additional paid-in-capital
	 	 	233,436	 	 	 	44,320	 	 	 	1,059,299	 	 	 	1,337,055	 
	
Translation adjustments
	 	 	(3,941	)	 	 	0	 	 	 	0	 	 	 	(3,941	)
	
Deficit
	 	 	(212,983	)	 	 	(52,621	)	 	 	(6,876	)	 	 	(272,480	)
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
Total stockholders' equity (deficit)
	 	 	16,602	 	 	 	(2,621	)	 	 	1,095,903	 	 	 	1,109,884	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
Total liabilities and stockholders' equity (deficit)
	 	$	51,018	 	 	$	1,854	 	 	$	1,061,487	 	 	$	1,114,359	 




 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 



 



3







 



 

NOTES TO UNAUDITED PRO FORMA

CONSOLIDATED BALANCE SHEET

 

 

The pro forma presentation and adjustments reflect the following items:

 

1.     In August 2008, pursuant to an Asset Purchase Agreement (the “Asset Purchase Agreement”) by and between Zeezoo a Nevada corporation (the “Registrant”), and Enhance, a privately owned Ontario corporation (“Enhance”), on
August 14, 2008 (the “Closing Date”), the Registrant acquired all of the intellectual property and certain liabilities of Enhance (the “Assets”). In exchange for the Assets, and taking into account the cancellation of certain securities of the Registrant held by the Insiders (as defined below), Enhance has acquired approximately 57.6% of the issued and outstanding shares of common stock, par value $.001 per share (the “Common Stock”), of the Registrant immediately after the
consummation of the asset purchase. This transaction may be deemed to have resulted in a change in control of the Registrant from the Insiders to Enhance, the sole stockholder of which is Samuel Asculai, Ph.D. The Insiders were the majority stockholders of the Registrant immediately prior to the Closing Date. On the Closing Date, the Insiders surrendered the large majority of their Common Stock of the Registrant for cancellation as a condition to the consummation of the asset purchase and the Registrant issued
27,500,000 shares of  its Common Stock to Enhance in exchange for the Assets.

 

In connection with the change in control, Dr. Asculai was appointed President and Chief Executive Officer and a director, Dr. Zenas B. Noon was appointed a director, Mr. Frode Botnevik was appointed a director, Christopher Hovey was appointed Chief Operating Officer and Vice President of Sales and Brian Lukian was appointed Chief Financial
Officer, Treasurer and Secretary of the Registrant. Joel M. Gugol and Erickson D. Mercado (together, the “Insiders”), the only officers and directors of the Registrant prior to the consummation of the Asset Purchase Agreement, resigned from these positions at the time the transaction was consummated. Such appointments and resignations of the officers of the Registrant were effective on the Closing Date. The appointments and resignations of the directors will be effective upon the expiration of the
10-day period beginning on the date of the filing and mailing of an Information Statement with the Securities Exchange Commission (the “SEC”) pursuant to Section 14(f) of the Exchange Act of 1934, as amended.

 

2.     Zeezoo ceased the software development business that it had previously conducted, closed the office in California, and moved the office to Denver Colorado.  

 

3.     On August 14, 2008, the Registrant entered into subscription agreements with the investors named therein (collectively the “Investors”) pursuant to which the Registrant agreed to sell to the Investors an aggregate of $1,500,000 of Units of the Registrant, each unit consisting of 2 shares of Common
Stock and one warrant to purchase one share of Common Stock (the “Warrants”).  The Registrant is required at all times to reserve sufficient shares of its Common Stock for full exercise of the Warrants.







 



4







 



 

All securities were issued in reliance upon an exemption from registration under Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder as a transaction not involving a public offering of securities. In addition, the Investors are accredited investors, the Investors had access to information about the
Registrant and their investments, the Investors took the securities for investment and not for resale, and the Registrant took appropriate measures to restrict the transfer of those securities.

 

4.     On the Closing Date, the Registrant consummated the transactions contemplated by the Asset Purchase Agreement, pursuant to which the Registrant acquired the Assets in exchange for the issuance of shares of the common stock of the Registrant to Enhance representing 57.6% of the issued and outstanding shares
of the Registrant. The issuance of those shares was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation S promulgated under the Securities Act. Following the asset purchase, designees of Enhance became the sole officers and directors of the Registrant. Reference is made to Item 2.01 of this Form 8-K for a more extensive description of these transactions.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 



  



5