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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
SECURITIESEXCHANGE ACT OF 1934

For the quarterly period ended April 30,
2007

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIESEXCHANGE ACT OF 1934For 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                    |                                    
|North Vancouver, British Columbia                | V7J 1S5                            
|(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 June 14, 2007, the registrants outstanding common stock
consisted of 7,377,450 shares.

1

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Table of Contents

|PART
      I  FINANCIAL INFORMATION | 3 
|------------------------------------ | --
|Item                                 | 1.
|Item                                 | 2.
|Item                                 | 3.
|                                     |   
|PART
      II  OTHER INFORMATION    | 16
|Item                                 | 1.
|Item                                 | 2.
|Item                                 | 3.
|Item                                 | 4.
|Item                                 | 5.
|Item                                 | 6.

2

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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)

April 30, 2007

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

3

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

|                                                                           |   | April 30, |   |   | October 31, |  
|-------------------------------------------------------------------------- | - | --------- | - | - | ----------- | -
|                                                                           |   | 2007      |   |   | 2006        |  
|ASSETS                                                                     |   |           |   |   |             |  
|Current Assets                                                             |   |           |   |   |             |  
|Cash                                                                       | $ | 58,358    |   | $ | 9,810       |  
|Inventory                                                                  |   | 331       |   |   |            |  
|Prepaid expenses                                                           |   |          |   |   | 5,000       |  
|Total Assets                                                               | $ | 58,689    |   | $ | 14,810      |  
|                                                                           |   |           |   |   |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY
      (DEFICIT)                       |   |           |   |   |             |  
|Current Liabilities                                                        |   |           |   |   |             |  
|Accounts payable and accrued
      liabilities                             | $ | 28,275    |   | $ | 12,984      |  
|Due to related parties                                                     |   | 11,074    |   |   | 10,000      |  
|Total Current Liabilities                                                  |   | 39,349    |   |   | 22,984      |  
|                                                                           |   |           |   |   |             |  
|Contingencies and Commitments                                              |   |          |   |   |            |  
|                                                                           |   |           |   |   |             |  
|Stockholders Equity (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;    |   |           |   |   |             |  
|7,180,000 and 6,395,500 shares issued and
      outstanding, respectively  |   | 718       |   |   | 640         |  
|                                                                           |   |           |   |   |             |  
|Additional paid-in capital                                                 |   | 103,902   |   |   | 19,530      |  
|                                                                           |   |           |   |   |             |  
|Deficit accumulated during the development
      stage                     |   | (85,280   | ) |   | (28,344     | )
|                                                                           |   |           |   |   |             |  
|Total Stockholders Equity (Deficit)                                       |   | 19,340    |   |   | (8,174      | )
|                                                                           |   |           |   |   |             |  
|Total Liabilities and Stockholders Equity
      (Deficit)                 | $ | 58,689    |   | $ | 14,810      |  

F-1

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

|                                       |   |              |   |   |            |   |   | May 8, 2006 |  
|-------------------------------------- | - | ------------ | - | - | ---------- | - | - | ----------- | -
|                                       |   | Three Months |   |   | Six Months |   |   | (Inception) |  
|                                       |   | Ended        |   |   | Ended      |   |   | Through     |  
|                                       |   | April 30,    |   |   | April 30,  |   |   | April 30,   |  
|                                       |   | 2007         |   |   | 2007       |   |   | 2007        |  
|                                       |   |              |   |   |            |   |   |             |  
|Expenses                               |   |              |   |   |            |   |   |             |  
|                                       |   |              |   |   |            |   |   |             |  
|Consulting fees                        | $ | 5,751        |   | $ | 5,751      |   | $ | 11,051      |  
|General and administrative             |   | 17,761       |   |   | 22,459     |   |   | 26,388      |  
|Product development costs              |   | 48           |   |   | 3,209      |   |   | 4,696       |  
|Professional fees                      |   | 25,517       |   |   | 25,517     |   |   | 43,145      |  
|                                       |   |              |   |   |            |   |   |             |  
|Total Expenses                         |   | 49,077       |   |   | 56,936     |   |   | 85,280      |  
|                                       |   |              |   |   |            |   |   |             |  
|Net Loss                               | $ | (49,077      | ) | $ | (56,936    | ) | $ | (85,280     | )
|                                       |   |              |   |   |            |   |   |             |  
|Net Loss Per Share  Basic and Diluted | $ | (0.01        | ) | $ | (0.01      | ) |   |             |  
|                                       |   |              |   |   |            |   |   |             |  
|Weighted Average Shares Outstanding    |   | 6,522,966    |   |   | 6,489,337  |   |   |             |  

F-2

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

|                                                            |   |            |   |   | May 8, 2006 |  
|----------------------------------------------------------- | - | ---------- | - | - | ----------- | -
|                                                            |   | Six Months |   |   | (Inception) |  
|                                                            |   | Ended      |   |   | Through     |  
|                                                            |   | April 30,  |   |   | April 30,   |  
|                                                            |   | 2007       |   |   | 2007        |  
|Operating Activities                                        |   |            |   |   |             |  
|                                                            |   |            |   |   |             |  
|Net loss                                                    | $ | (56,936    | ) | $ | (85,280     | )
|                                                            |   |            |   |   |             |  
|Adjustments to reconcile net loss to net
      cash used in |   |            |   |   |             |  
|operating activities:                                       |   |            |   |   |             |  
|                                                            |   |            |   |   |             |  
|Donated rent and services                                   |   | 6,000      |   |   | 9,750       |  
|                                                            |   |            |   |   |             |  
|Changes in operating assets and liabilities                 |   |            |   |   |             |  
|                                                            |   |            |   |   |             |  
|Prepaid expenses                                            |   | 5,000      |   |   |            |  
|Inventory                                                   |   | (331       | ) |   | (331        | )
|Accounts payable and
      accrued liabilities              |   | 15,291     |   |   | 28,275      |  
|                                                            |   |            |   |   |             |  
|Net Cash Used in Operating Activities                       |   | (30,976    | ) |   | (47,586     | )
|                                                            |   |            |   |   |             |  
|Financing Activities                                        |   |            |   |   |             |  
|                                                            |   |            |   |   |             |  
|Proceeds from related parties                               |   | 1,074      |   |   | 11,074      |  
|Proceeds from issuance of shares                            |   | 78,450     |   |   | 94,870      |  
|                                                            |   |            |   |   |             |  
|Net Cash Provided by Financing Activities                   |   | 79,524     |   |   | 105,944     |  
|                                                            |   |            |   |   |             |  
|Increase In Cash                                            |   | 48,548     |   |   | 58,358      |  
|                                                            |   |            |   |   |             |  
|Cash - Beginning of Period                                  |   | 9,810      |   |   |            |  
|                                                            |   |            |   |   |             |  
|Cash - End of Period                                        | $ | 58,358     |   | $ | 58,358      |  
|                                                            |   |            |   |   |             |  
|Supplemental Disclosures                                    |   |            |   |   |             |  
|Interest paid                                               | $ |           |   | $ |            |  
|Income tax paid                                             |   |           |   |   |            |  

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 October 31, 2006. K-Care focuses on
developing a range of flavoured bottled water products for dogs. The products
will be sold over the internet initially and later through pet store retail
outlets. K-Care 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 28, 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 April 30, 2007, K-Care has a working capital deficiency,
has not generated revenues and has accumulated losses of $85,280 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 April 30, 2007, K-Care is indebted to the President of
      K-Care for $8,774 and to the Director of K-Care for $2,300 representing
      expenditures paid on behalf of K-Care. The amounts due are non- interest
      bearing, unsecured and due on demand.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                   
| | (b) | During the six-month period ended April 30, 2007, K-Care
      recognized a total of $3,000 for donated services at $500 per month and
      $3,000 for donated rent at $500 per month, provided by the President of
      K-Care.                                

F-4

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NOTE 4 - COMMON STOCK

| | (a) | On December 15, 2006, K-Care sold 120,000 common shares
      at $0.10 per share for $12,000.                  
| | --- | ---------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                
| | (b) | During 2007 and through April 30, 2007, K-Care sold
      664,500 common shares at $0.10 per share for
$66,450.





| | NOTE 5  SUBSEQUENT EVENTS
| | --------------------------
| |                           
| | (a)                       

F-5

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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 in Nevada 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.

Since our inception we have not yet earned any revenues and
have had operational losses. As of April 30, 2007, we had net losses since
inception of $85,280 and an accumulated deficit of $85,280.

We expect to begin generating revenues in summer 2007. We
intend to generate revenues from the sale of premium pet products including
liquid vitamin supplements and nutritional water products for dogs. We expect to
add additional products over the next 12 months.

We have had no revenues as of the end of our most recent fiscal
quarter and we have only recently begun operations. We currently produce 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
intend to develop further websites to market our products. We have reserved
www.gourmetpetproducts.com in anticipation of
developing another website to market our products.

We have limited quantities of our first three flavors of
bottled water for dogs available for sale and for distribution as samples. We
intend to expand our marketing efforts for these products over the next few
months.

Over the next twelve months our estimated operational expenses
will be approximately $90,000. We have generated no revenues, have incurred
losses since inception, and have relied 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.

4

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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 office is 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 and Six Months
ended April 30, 2007, and for the period from May 8, 2006 (Date of Inception) to
April 30, 2007

Since our inception on May 8, 2006 to April 30, 2007, we did
not generate any revenues. For the three months ended April 30, 2007 we incurred
a net loss of $49,077. For the six months ended April 30, 2007 we incurred a net
loss of $56,936. From May 8, 2006 (date of inception) to April 30, 2007 we
incurred a net loss of $85,280. Our net loss per share was $0.01 for the three
months ended April 30, 2007, $0.01 for the six months ended April 30, 2007 and
nil for the period from May 8, 2006 (date of inception) to April 30, 2007.

Our total expenses were $49,077 for the three months ended
April 30, 2007, including $25,517 in professional fees, $48 in product
development costs, $5,751 in consulting fees and $17,761 in general and
administrative fees. Our total expenses were $56,936 for the six months ended
April 30, 2007, including $25,517 in professional fees, $3,209 in product
development costs, $5,751 in consulting fees and $22,459 in general and
administrative fees. Our total expenses from May 8, 2006 (date of inception) to
April 30, 2007 were $85,280, including $43,145 in professional fees, $4,696 in
product development costs, i$11,051 in consulting fees and $26,388 in general
and administrative fees.

Our product development costs were $48 for the three months
ended April 30, 2007, $3,209 for the six months ended April 30, 2007 and $4,696
from May 8, 2006 (date of inception) to April 30, 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 $17,761 for the three
months ended April 30, 2007, $22,549 for the six months ended April 30, 2007 and
$26,388 for the period from May 8, 2006 (date of inception) to April 30, 2007.
Included in the general and administrative fees were $1,500 for rent and $16,261
for other general and administrative fees for the three months ended April 30,
2007. Our other general and administrative expenses consist of marketing and
promotion, tradeshow costs, travel, meals and entertainment, office maintenance,
communication expenses (cellular, internet, fax, telephone), office supplies,
courier and postage costs, web development and office supplies.

5

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For the three months ended April 30, 2007 our professional fees
were $25,517. For the six months ended April 30, 2007 our professional fees were
$25,517. Our professional fees for the period from May 8, 2006 (date of
inception) to April 30, 2007 were $43,145. Our professional fees consisted
primarily of legal, accounting and auditing fees.

For the three months ended April 30, 2007 our consulting fees
were $5,751, for the six months ended April 30, 2007 our consulting fees were
$5,751 and from May 8, 2006 (date of inception) to April 30, 2006 our consulting
fees were $11,051.

Plan of Operation

We intent to lease on a month to month basis a small amount of
shared office to store inventory and conduct operations.

We have reserved the web domain www.gourmetpetproducts.com and intent to further
develop a website to market our existing and future products.

We plan to grow our business by marketing our liquid
nutritional supplements, including our supplemented water for dogs as well as
any new products that we may develop or gain marketing rights to from time to
time. We intend to increase our distribution channel throughout North America
for our products starting with acquiring a limited amount of distributors on the
West Coast.

Our corporate strategy for the next 12 months (beginning July
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 on hand does not meet our cash
requirements for the next twelve months. If we wish to maximize our marketing
efforts and to fully carry out the above mentioned steps, we may need to raise
an additional $32,000 over the next 12 months.

There is no assurance we will be successful in our efforts to
secure additional equity or debt financing. If we are unable to raise equity or
obtain alternative financing, we may have to curtail or cease operations, reduce
or cease our product development and marketing activities and other business
activities.

6

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If our sales and marketing efforts are successful, we believe
operations and cash flow will improve through these efforts and 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.

Liquidity and Capital Resources

As of April 30, 2007, we had a working capital surplus of
$19,340 and cash of $58,358. Our accumulated deficit was $85,280 as of April 30,
2007. Our net loss of $85,280 from May 8, 2006 (date of inception) to April 30,
2007 was mostly funded by our equity financing. During the six months ended
April 30, 2007, we raised $78,450 in equity financing and $94,870 for the period
from May 8, 2006 (date of inception) to April 30, 2007. The increase in cash
during the six months ended April 30, 2007 was $48,548 and $58,358 for the
period from May 8, 2006 (date of inception) to April 30, 2007.

We registered, on a Form SB-2, declared effective on March 28,
2007, a minimum of 800,000 and a maximum of 1,600,000 common shares for sale at
a price of $0.10 per share. Pursuant to the offering we issued 861,950 common
shares for cash proceeds of $86,195. On May 15, 2007, we closed our offering,
having exceeded the minimum financing amount.

For the six months ended April 30, 2007, we used net cash of
$30,976 in operations. For the six months ended April 30, 2007, we received net
cash of $1,074 from related parties and $78,450 from the issuance of our common
stock. During the six months ended April 30, 2007, our monthly cash requirement
was approximately $5,200 in operating activities. We currently do not have any
investing activities. As at April 30, 2007 we had cash of $58,358, which we
anticipate will cover our costs for approximately eleven months according to our
current monthly burn rate.

We anticipate that after July 2007 our monthly expenses will
increase to approximately $7,500. The estimated expenses of $90,000 include
$80,000 for our operations 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 July 2007. Total
cash requirements to complete those steps will be approximately $90,000 set out
as follows:

7

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Expense
    Amount ($)Travel and
      Promotion
    5,000Sales and
      Marketing
    10,000Inventory
    2,000Office Equipment
    1,000Product
      Development and Testing
    2,000Website
      Development
    5,000Office, Rent and
      Miscellaneous
    5,000Professional Fees
    40,000Consulting Fees
    10,000Financing Costs
    10,000Total
    90,000


Of the approximate $90,000 we need over the next 12 months, we
had $58,358 in cash as of April 30, 2007. This is not enough to carry out our
current plans. We will need to raise an additional $32,000 if we wish to fully
carry out our business plan. We intend to raise money 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.

Employees

As of June 6, 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.

8

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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.

Known Material Trends and Uncertainties

As of April 30, 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.

9

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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 1 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.

Foreign Currency Translation

Our functional and reporting currency is the United States
dollar. Monetary assets and liabilities denominated in foreign currencies are
translated into United States dollars at rates of exchange in effect at the
balance sheet date in accordance with SFAS No. 52, Foreign Currency
Translation. Non-monetary assets, liabilities and items recorded in income
arising from transactions denominated in foreign currencies are translated at
rates of exchange in effect at the date of the transaction. Foreign currency
transactions are primarily undertaken in Canadian dollars. We have not, to the
date of these financials statements, entered into derivative instruments to
offset the impact of foreign currency fluctuations.

|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:
|------- | ----------------------------------------

None.

|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
|------- | --------

|ExhibitNumber | Exhibit**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       
|              |                                                                                                                                                                                                                 
|(1)           | Included 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: June 14, 2007 | Eva Dudas                                    
|                    | Director , President, Chief Executive Officer
|                    | Chief Financial Officer                      
|                    | Principal Accounting Officer                 

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