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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM 10-QSB

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

For the quarterly period ended January 31,
2007

[ ] 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 333-141271

K-CARE NUTRITIONAL PRODUCTS
INC.(Exact name of registrant as specified in its charter)

|Nevada                                           | N/A                                 
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|Unit D  1275 East 27thStreet                    | V7J 1S5                             
|North Vancouver, British Columbia                |                                     
|(Address of principal executive offices)         | (Zip Code)                          

(604) 986-0016(Registrants telephone
number, including area code)

______________________________________________________(Former
name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was require to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. [ ]
Yes [ x ] No

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. [ ] Yes [ ] No

APPLICABLE ONLY TO CORPORATE ISSUERS

As of April 30, 2007, the registrants outstanding common stock
consisted of 6,515,500 shares.

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Table of Contents

|PART I 
      FINANICAL INFORMATION | 1                                                                                   
|------------------------------------ | ------------------------------------------------------------------------------------
|ITEM 1.                              | FINANICAL STATEMENTS                                                                
|ITEM 2.                              | MANAGEMENT
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION / PLAN OF OPERATIONS
|ITEM 3.                              | CONTROL AND PROCEDURES                                                              
|                                     |                                                                                     
|PART II  OTHER INFORMATION          | 9                                                                                   
|ITEM 1.                              | LEGAL
      PROCEEDINGS:                                                            
|ITEM 2.                              | UNREGISTERED SALES OF EQUITY
      SECURITIES:                                      
|ITEM 3.                              | DEFAULTS
      UPON SENIOR SECURITIES:                                              
|ITEM 4.                              | SUBMISSION OF MATTERS TO A
      VOTE SECURITY HOLDERS:                             
|ITEM 5.                              | OTHER
      INFORMATION:                                                            
|ITEM 6.                              | EXHIBITS                                                                            

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PART I  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The unaudited financial statements of K-Care Nutritional
Products Inc. (the Company, K-Care, we, our, us) follow. All currency
references in this report are in US dollars unless otherwise noted.

|K-Care Nutritional Products Inc.   
|-----------------------------------
|(formerly Pooch Pal Beverages Inc.)
|(A Development Stage Company)      
|(Unaudited)                        
|                                   
|January 31, 2007                   

|                                        | Index
|--------------------------------------- | -----
|Balance
      Sheets                    | F1  
|Statements
      of Operations          | F2  
|Statements
      of Cash Flows          | F3  
|Notes
      to the Financial Statements | F4  

1

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|K-Care Nutritional Products Inc.
|--------------------------------
|(A Development Stage Company)   
|Balance Sheet                   
|(Unaudited)                     

|                                                                           |   | January 31, |   |   | October 31, |  
|-------------------------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                                           |   | 2007        |   |   | 2006        |  
|                                                                           |   |             |   |   |             |  
|ASSETS                                                                     |   |             |   |   |             |  
|Current Assets                                                             |   |             |   |   |             |  
|Cash                                                                       | $ | 7,791       |   | $ | 9,810       |  
|Inventory                                                                  |   | 331         |   |   |            |  
|Prepaid expenses                                                           |   | 1,926       |   |   | 5,000       |  
|Total Assets                                                               | $ | 10,048      |   | $ | 14,810      |  
|                                                                           |   |             |   |   |             |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                      |   |             |   |   |             |  
|Current Liabilities                                                        |   |             |   |   |             |  
|Accounts payable and accrued liabilities                                   | $ | 6           |   | $ | 12,984      |  
|Due to related parties                                                     |   | 11,074      |   |   | 10,000      |  
|Total Current Liabilities                                                  |   | 11,080      |   |   | 22,984      |  
|                                                                           |   |             |   |   |             |  
|Contingencies and Commitments                                              |   |            |   |   |            |  
|Stockholders Deficit                                                      |   |             |   |   |             |  
|Preferred stock, 20,000,000 shares authorized, par value of
      $0.0001; |   |             |   |   |             |  
|No shares issued and outstanding                                           |   |            |   |   |            |  
|Common stock, 80,000,000 shares authorized, par value of
      $0.0001;    |   |             |   |   |             |  
|6,515,500 and 6,395,500 shares issued and
      outstanding, respectively  |   | 652         |   |   | 640         |  
|Additional paid-in capital                                                 |   | 34,518      |   |   | 19,530      |  
|Deficit accumulated during the development
      stage                     |   | (36,202     | ) |   | (28,344     | )
|Total Stockholders Deficit                                                |   | (1,032      | ) |   | (8,174      | )
|Total Liabilities and Stockholders Deficit                                | $ | 10,048      |   | $ | 14,810      |  

See accompanying summary of accounting policies and notes to
financial statements

F-1

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|K-Care Nutritional Products Inc.
|--------------------------------
|(A Development Stage Company)   
|Statements of Expenses          
|(Unaudited)                     

|                                       |   |              |   |   | May 8, 2006 |  
|-------------------------------------- | - | ------------ | - | - | ----------- | -
|                                       |   | Three Months |   |   | (Inception) |  
|                                       |   | Ended        |   |   | Through     |  
|                                       |   | January 31,  |   |   | January 31, |  
|                                       |   | 2007         |   |   | 2007        |  
|                                       |   |              |   |   |             |  
|Expenses                               |   |              |   |   |             |  
|                                       |   |              |   |   |             |  
|Consulting fees                        | $ |             |   | $ | 5,300       |  
|General and administrative             |   | 4,698        |   |   | 8,626       |  
|Product development costs              |   | 3,161        |   |   | 4,648       |  
|Professional fees                      |   |             |   |   | 17,628      |  
|                                       |   |              |   |   |             |  
|Total Expenses                         |   | 7,859        |   |   | 36,202      |  
|                                       |   |              |   |   |             |  
|Net Loss                               | $ | (7,859       | ) | $ | (36,202     | )
|                                       |   |              |   |   |             |  
|Net Loss Per Share  Basic and Diluted | $ |             |   |   |             |  
|                                       |   |              |   |   |             |  
|Weighted Average Shares Outstanding    |   | 6,456,304    |   |   |             |  

See accompanying summary of accounting policies and notes to
financial statements

F-2

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|K-Care Nutritional Products Inc.
|--------------------------------
|(A Development Stage Company)   
|Statements of Cash Flows        
|(Unaudited)                     

|                                                      |   |              |   |   | May 8, 2006 |  
|----------------------------------------------------- | - | ------------ | - | - | ----------- | -
|                                                      |   | Three Months |   |   | (Inception) |  
|                                                      |   | Ended        |   |   | Through     |  
|                                                      |   | January 31,  |   |   | January 31, |  
|                                                      |   | 2007         |   |   | 2007        |  
|Operating Activities                                  |   |              |   |   |             |  
|                                                      |   |              |   |   |             |  
|Net loss                                              | $ | (7,859       | ) | $ | (36,062     | )
|Adjustments to reconcile net loss to net cash used in |   |              |   |   |             |  
|operating activities:                                 |   |              |   |   |             |  
|Donated rent and services                             |   | 3,000        |   |   | 6,750       |  
|Changes in operating assets
      and liabilities     |   |              |   |   |             |  
|Prepaid expenses                                      |   | 3,074        |   |   | (1,926      | )
|Inventory                                             |   | (331         | ) |   | (331        | )
|Accounts payable and
      accrued liabilities        |   | (12,977      | ) |   | (134        | )
|Net Cash Used in Operating Activities                 |   | (15,093      | ) |   | (31,703     | )
|Financing Activities                                  |   |              |   |   |             |  
|Due to related parties                                |   | 1,074        |   |   | 11,074      |  
|Proceeds from issuance of shares                      |   | 12,000       |   |   | 28,420      |  
|Net Cash Provided by Financing Activities             |   | 13,074       |   |   | 39,494      |  
|Increase (Decrease) In Cash                           |   | (2,019       | ) |   | 7,791       |  
|Cash - Beginning of Period                            |   | 9,810        |   |   |            |  
|Cash - End of Period                                  | $ | 7,791        |   | $ | 7,791       |  
|Supplemental Disclosures                              |   |              |   |   |             |  
|Interest paid                                         | $ |             |   | $ |            |  
|Income tax paid                                       |   |             |   |   |            |  

See accompanying summary of accounting policies and notes to
financial statements

F-3

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|K-Care Nutritional Products Inc. 
|---------------------------------
|(A Development Stage Company)    
|Notes to the Financial Statements
|(Unaudited)                      

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Continuance of Business

K-Care was incorporated in Nevada on May 8, 2006, under
  the name Pooch Pal Beverages Inc., and changed its name to K-Care Nutritional
  Products Inc. on November 6, 2006. The Company focuses on developing a range
  of flavored bottled water products for dogs. The products will be sold over
  the internet initially and later through pet store retail outlets. The Company
  does not currently have any products for sale.

Basis of Presentation

The accompanying unaudited interim financial statements
  of K-Care 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, and should be read in conjunction with K-Cares audited
  2006 annual financial statements and notes thereto filed with the SEC on Form
  SB-2, which was declared effective March 23, 2007. 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 for the
  interim periods presented, have been reflected herein. The results of operations
  for interim periods are not necessarily indicative of the results to be expected
  for the full year. Notes to the financial statements, which would substantially
  duplicate the disclosure required in K-Cares 2006 annual financial statements
  have been omitted.

Use of Estimates

The preparation of these financial statements in conformity
  with accounting principles generally accepted in the United States of America
  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.

NOTE 2 - GOING CONCERN

These financial statements have been prepared on a going
  concern basis, which implies K-Care will continue to meet its obligations and
  continue its operations for the next fiscal year. Realization value may be substantially
  different from carrying values as shown and these financial statements do not
  include any adjustments to the recoverability and classification of recorded
  asset amounts and classification of liabilities that might be necessary should
  K-Care be unable to continue as a going concern. As at January 31, 2007, K-Care
  has a working capital deficiency, has not generated revenues and has accumulated
  losses of $36,062 since inception. The continuation of K-Care as a going concern
  is dependent upon the continued financial support from its shareholders, the
  ability of K-Care to obtain necessary equity financing to continue operations,
  and the attainment of profitable operations.  These factors raise
  substantial doubt regarding the K-Cares ability to continue as a going
  concern.

NOTE 3 - RELATED PARTY TRANSACTIONS

| | (a) | On January 31, 2007, K-Care owed its President $8,774 and
      a Director $2,300 for Company expenses paid by them. The amounts are
      non-interest bearing, unsecured and due on demand.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                              
| | (b) | During the three-month period ended January 31, 2007,
      K-Care recognized $1,500 for donated services and $1,500 for donated rent,
      provided by its President.                      

NOTE 4 - COMMON STOCK

On December 15, 2006, K-Care sold 120,000 shares of
  common stock at $0.10 per share for $12,000.

F-4

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ITEM 2. MANAGEMENT DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION / PLAN OF OPERATIONS

Forward Looking Statements

This report on Form 10-QSB contains
certain forward-looking statements. All statements other than statements of
historical fact are forward-looking statements for purposes of these
provisions, including any projections of earnings, revenues, or other financial
items; any statements of the plans, strategies, and objectives of management for
future operation; any statements concerning proposed new products, services, or
developments; any statements regarding future economic conditions or
performance; statements of belief; and any statement of assumptions underlying
any of the foregoing. Such forward-looking statements are subject to inherent
risks and uncertainties, and actual results could differ materially from those
anticipated by the forward-looking statements.

Overview

K-Care Nutritional Products Inc. was
incorporated as Nevada corporation on May 8, 2006 with our former name Pooch Pal
Beverages Inc. On November 6, 2006 we changed our name to K-Care Nutritional
Products Inc. We do not have any subsidiaries.

We are a shell company defined in
Rule 405 under the Securities Act of 1933 and Rule 12b-2 under the Securities
Exchange Act of 1934, since we have only conducted nominal operations and have
only nominal assets.

As of January 31, 2007, we have not yet
earned any revenues, have had operational losses to date and we have an
accumulated deficit. As of January 31, 2007, we had net losses since inception
in the amount of $36,062.

We expect to begin generating revenues
beginning in Spring 2007. We intend to generate revenues from the sale of
premium pet products including our bottled water for dogs.

We have had no revenues as of the end
of our most recent fiscal year and we have only recently begun operations. We
manufacture and intend to distribute water for dogs that contain nutritional
supplements with added flavors. We have developed a website
(www.poochpalpowerwater.com) to sell our water.

We have finalized the formula and have
limited quantities of our first three flavors of bottled water for dogs. After
we produce more quantities of these three flavors, we will continue to develop
additional flavors.

2

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Over the next twelve months our
estimated operational expenses will be approximately $40,000 - $120,000. We have
no revenues, have achieved losses since inception, and rely upon the sale of our
securities to fund operations. We will be dependent on receiving suitable
financing in order to maintain our operations and carry out our business plan.
We currently do not have sufficient financing to undertake our business plan and
there is no assurance that we will be able to obtain the necessary financing.
Accordingly, there is uncertainty about our ability to continue in operation. If
we cease our operation, you may lose your entire investment on our stock.

Our auditors have issued a going
concern opinion. This means that there is substantial doubt regarding our
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the uncertainty about our ability to
continue in business. As such we may have to cease operations and you could lose
your investment.

Description of Property

Our principal offices are located at
Unit D  1275 East 27th Street, North Vancouver, British Columbia,
Canada V7J 1S5,and our telephone number is (604) 986-0016.

Results of Operations for the Three
Months ended January 31, 2007 and for the period from May 8, 2006 (Date of
Inception) to January 31, 2006

Since our inception on May 8, 2006 to
January 31, 2007, we did not generate any revenues. For the three months ended
January 31, 2007 we incurred a net loss of $7,859 and a net loss of $36,062 from
May 8, 2006 (Date of Inception) to January 31, 2007. Our net loss per share was
nil for the three months ended January 31, 2007 and nil for the period from May
8, 2006 (Date of Inception) to January 31, 2007.

Our total expenses were $7,859 for the
three months ended January 31, 2007, including $3,161 in product development
costs and $4,698 in general and administrative fees.

Our total expenses from May 8, 2006
(Date of Inception) to January 31, 2007, were $36,062, including $5,300 in
consulting fees, $4,648 in product development costs, $17,628 in professional
fees and $8,486 in general and administrative fees.

Our product development costs were
$3,161 for the three months ended January 31, 2007 and $4,648 from May 8, 2006
(Date of Inception) to January 31, 2007. Our product development costs consisted
primarily of costs associated with the production of the first three flavors of
our flavored dog water.

Our general and administrative fees
were $4,698 for the three months ended January 31, 2007 and $8,486 for the
period from May 8, 2006 (Date of Inception) to January 31, 2007. Our rent was
$1,500 and other general and administrative fees were $3,198 for the three
months ended January 31, 2007. Our general and administrative expenses consist
of marketing and promotion, tradeshow costs, travel, meals and entertainment,
rent, office maintenance, communication expenses (cellular, internet, fax,
telephone), office supplies, courier and postage costs, web development and
office supplies.

3

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For the three months ended January 31,
2007 our professional fees were nil and $17,628 for the period from May 8, 2006
(Date of Inception) to January 31, 2007. Our professional fees consisted
primarily of legal, accounting and auditing fees.

For the three months ended January 31,
2007 our consulting fees were nil and $5,300 from May 8, 2006 (Date of
Inception) to January 31, 2006.

Plan of Operation

We plan to grow our business to offer
more flavors of bottled water for dogs and to increase our distribution channel
throughout North America. We also plan on expanding our product line to include
vitamin supplements and high-end dog treats.

Our corporate strategy for the next 12
  months (beginning May 2007) includes the following:

| | develop and refine further products;
      conduct further marketing research;
      improve packaging of our products;
      develop and improve flavors;
      develop vitamin supplement products;
      develop high-end dog treats;
      raise additional capital;
      hire a sales associate; and
      develop marketing materials.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

At present, our cash requirements for
the next twelve months outweigh the funds available to maintain current
operations. Our independent accountants, in their report accompanying our
audited financial statements, have stated that there is substantial doubt about
our ability to continue as a going concern.

In order to fully carry out the
mentioned above steps, we need an additional $40,000 to $120,000 of financing
for the next 12 months. From June to September 2007, we intend to approach
market makers and brokerages for additional financing.

There is no assurance we will be
successful in our efforts to secure additional equity or debit financing. If we
are unable to raise equity or obtain alternative financing, we may not be able
to continue operations with respect to the continued development and marketing
of our website and our products and then we may have to cease development
activities.

If operations and cash flow improve
through these efforts, management believes that we can continue to operate.
However, no assurance can be given that management's actions will result in
profitable operations or the resolution of our liquidity problems.

The threat of our ability to continue
as a going concern will be removed only when revenues have reached a level that
sustains our business operations.

4

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Liquidity and Capital Resources

As of January 31, 2007, we had a
working capital deficit of $1,032. Our accumulated deficit was $36,202 as of
January 31, 2007. Our net loss of $36,062 from May 8, 2006 (Date of Inception)
to January 31, 2007 was mostly funded by our equity financing. During the three
months ended January 31, 2007, we raised $12,000 in equity financing and $28,420
for the period from May 8, 2006 (Date of Inception) to January 31, 2007. The
decrease in cash during the three months ended January 31, 2007 was $2,019.

We used net cash of $15,093 in
operations for the three months ended January 31, 2007. For the three months
ended January 31, 2007, we received net cash of $1,074 from related parties and
$12,000 from the issuance of our common stock. During the three months ended
January 31, 2007, our monthly cash requirement was approximately $5,000 in
operating activities. We currently do not have any investing activities. As at
January 31, 2007 we had cash of $7,791, which we anticipate will cover our costs
for approximately one and a half months according to our current monthly burn
rate.

We anticipate that after May 2007 our
monthly expenses will increase to approximately $10,000 - $20,000. The estimated
maximum amount of $20,000 includes $10,000 monthly for our operation and
development and $10,000 for additional financing costs.

We anticipate that we will incur
substantial losses over the next two years. We estimate that we will fully begin
distributing our products and promoting our business over the next 12 months
beginning May 2007. Total cash requirements to complete those steps will be a
minimum of approximately $40,000 set out as follows:

|Expense                         | Amount ($)
|------------------------------- | ----------
|Travel and Promotion            | 5,000     
|Sales and Marketing             | 10,000    
|Inventory                       | 2,000     
|Office Equipment                | 1,000     
|Product Development and Testing | 7,000     
|Website Development             | 10,000    
|Office and Miscellaneous        | 5,000     
|Total                           | 40,000    

Of the approximate $40,000 we need over
the next 12 months, we had $7,791 in cash or cash equivalents as of January 31,
2007. The balance of our cash requirements for the next 12 months (approximately
$32,000) we intend to raise from private placements, shareholder loans or
possibly a registered public offering (either self-underwritten or through a
broker-dealer) within the next few months. At this time we do not have any
commitments from any broker-dealer to provide us with financing. If we are
successful in raising more than the minimum amount that we need, then we will
spend further money on product development and testing, sales and marketing and
website development.

5

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If we are unsuccessful in raising
enough money through future capital raising efforts, we may review other
financing possibilities such as bank loans. If we cannot raise at least $32,000,
we will not be able to carry out our full business plan and we may not be able
to become profitable and we may have to cease operations.

Employees

As of April 30, 2007 we have no part
time or full time employees. Once sales have reached an acceptable level to pay
our President a full time salary, she will begin devoting herself to our
business full-time. Our President currently spends about 25 hours a week on our
business and the rest of her working time is spent as a realtor. We do not
anticipate any conflict of interest from her other activities.

Limited operating history; need for
additional capital

There is limited historical financial
information about us upon which to base an evaluation of our performance. We are
a development stage company and have generated no revenues. We cannot guarantee
we will be successful in our business operations. Our business is subject to
risks inherent in the establishment of a new business enterprise, including
limited capital resources and possible cost overruns due to price and cost
increases in services and products.

We have no assurance that future
financing will be available to us on acceptable terms. Obtaining additional
financing will be subject to a number of factors including market conditions,
investor acceptance of our business plan and investor sentiment. These factors
may make the timing, amount, terms and conditions of additional financing
unattractive or unavailable to us. If financing is not available on satisfactory
terms, we may be unable to continue, develop or expand our operations. If we are
unable to raise additional financing, we will have to significantly reduce our
spending, delay or cancel planned activities or substantially change our current
corporate structure. In such an event, we intend to implement expense reduction
plans in a timely manner. However, these actions would have material adverse
effects on our business, revenues, operating results, and prospects, resulting
in a possible failure of our business. If we raise funds through equity or
convertible securities, our existing stockholders may experience dilution and
our stock price may decline.

We have incurred operating losses from
our inception and we are dependent upon our ability to raise capital from
stockholders or other sources to sustain operations. These factors raise
substantial doubt about our ability to continue as a going concern.

Audit Committee

The functions of the audit committee
are currently carried out by our Board of Directors. Our Board of Directors has
determined that we do not have an audit committee financial expert on our Board
of Directors carrying out the duties of the audit committee. Our Board of
Directors has determined that the cost of hiring a financial expert to act as a
director and to be a member of the audit committee or otherwise perform audit
committee functions outweighs the benefits of having a financial expert on the
audit committee.

6

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Certain Relationships and Related
Party Transactions

At January 31, 2007, we were indebted
to our President, for $11,074 for expenditures paid on our behalf. The amount is
unsecured, non-interest bearing and is due on demand.

Other than as described above, we have
not entered into any transactions with our officers, directors, persons
nominated for these positions, beneficial owners of 5% or more of our common
stock, or family members of these persons wherein the amount involved in the
transaction or a series of similar transactions exceeded the lesser of $120,000
or 1% of our total assets for the last fiscal year.

Known Material Trends and
Uncertainties

As of January 31, 2007, we had no off
balance sheet transactions that have or are reasonably likely to have a current
or future effect on our financial condition, changes in our financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources.

In view of the uncertainties concerning
  our continued existence as a going concern, our management plans to mitigate
  the effect of such conditions, management intends to take the following steps
  in the event that we are not able to raise sufficient funds to meet the needs
  of our business plans:

| | continue our equity financing; and
      negotiate with our management and consultants to pay parts of salaries
        and fees with stock and stock options instead of cash.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We believe that the above discussion
contains a number of forward-looking statements. Our actual results and our
actual plan of operations may differ materially from what is stated above.
Factors which may cause our actual results or our actual plan of operations to
vary include, among other things, decision of the Board of Directors not to
pursue a specific course of action based on a re-assessment of the facts or new
facts, or changes in general economic conditions.

7

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Critical Accounting Policies

The preparation of financial statements
in conformity with U.S. generally accepted accounting principles 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. An accounting policy is considered to be critical if it requires an
accounting estimate to be made based on assumptions about matters that are
highly uncertain at the time the estimate is made, and if different estimates
that reasonably could have been used, or changes in the accounting estimates
that are reasonably likely to occur periodically, could materially impact the
financial statements. Financial Reporting Release No. 60 requires all companies
to include a discussion of critical accounting policies or methods used in the
preparation of financial statements. Note 2 to the financial statements,
includes a summary of the significant accounting policies and methods used in
the preparation of our financial statements. The following is a brief discussion
of the more significant accounting policies and methods used by us.

Stock-based Compensation

We record stock-based compensation in
accordance with SFAS No. 123, Accounting for Stock-Based Compensation. All
transactions in which goods or services are the consideration received for the
issuance of equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable. Equity instruments issued to employees
and the cost of the services received as consideration are measured and
recognized based on the fair value of the equity instruments issued. We do not
currently have a stock option plan.

ITEM 3. CONTROL AND PROCEDURES

(a) Evaluation of disclosure controls
and procedures

Our Chief Executive Officer and Chief
Financial Officer evaluated our disclosure controls and procedures (as defined
in Rule 13a-14 (c) of the Securities Exchange Act of 1934 (the Exchange Act)
as of a date within 90 days before the filing date of this report and has
concluded that as of the evaluation date, our disclosure controls and procedures
are effective to ensure that information we are required to disclose in reports
that we file or submit 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.

(b) Changes in internal controls

Subsequent to the date of their
evaluation, there were no significant changes in our internal controls over
financial reporting or in other factors that could significantly affect these
controls. There were no significant deficiencies or material weaknesses in our
internal controls so no corrective actions were taken.

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PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS:

Management is not aware of any legal
proceedings contemplated by any governmental authority or any other party
against us. None of our directors, officers or affiliates are (i) a party
adverse to us in any legal proceedings, or (ii) have an adverse interest to us
in any legal proceedings. Management is not aware of any other legal proceedings
that have been threatened against us.

ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES:

During the three months ended January
31, 2007, we have made the following sales of unregistered securities:

On December 15, 2006, we issued 120,000
shares of common stock at $0.10 per share for cash proceeds of $12,000. This
issuance was exempt from registration pursuant to Regulation S.

We completed the offerings of the
common stock pursuant to Rule 903 of Regulation S of the Securities Act on the
basis that the sale of the common stock was completed in an "offshore
transaction", as defined in Rule 902(h) of Regulation S. We did not engage
in any directed selling efforts, as defined in Regulation S, in the United
States in connection with the sale of the shares. Each investor was not a U.S.
person, as defined in Regulation S, and was not acquiring the shares for the
account or benefit of a U.S. person.

ITEM 3. DEFAULTS UPON SENIOR
SECURITIES:

None

ITEM 4. SUBMISSION OF MATTERS TO A
VOTE SECURITY HOLDERS:

None

ITEM 5. OTHER INFORMATION:

None

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ITEM 6. EXHIBITS

|Exhibit | Exhibit                                                                                                                                                                                                   
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | **Description**                                                                                                                                                                                           
|10.1    | Product Marketing and Web Design
      Agreement dated June 5, 2006 (1)                                                                                                                                   
|31.1    | Certification of the
      Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14
      or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002
|32.1    | Certification
      of the Chief Executive Officer and Chief Financial Officer Pursuant to 18
      U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-
      Oxley Act of 2002       
|        | 1Included as exhibits on our
      Form SB-2 filed March 14, 2007                                                                                                                                         

SIGNATURES

In accordance with the requirements of
the Exchange Act, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

|                  | K-Care Nutritional Products Inc.             
|----------------- | ---------------------------------------------
|                  | (Registrant)                                 
|                  |                                              
|                  | /s/ Eva Dudas                                
|Date: May 7, 2007 | Eva Dudas                                    
|                  | Director , President, Chief Executive Officer
|                  | Chief Financial Officer                      
|                  | Principal Accounting Officer                 

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