UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-QSB





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




For
the quarter ended October 31, 2008




OR





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




For
the transition period from __________ to
_____________




Commission
File Number 000-52755




ENHANCE
SKIN PRODUCTS INC.


(Exact
name of registrant as specified in its charter)




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




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


(Address
of principal executive offices)    (Zip Code)




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




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




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




Number of
shares outstanding of the registrant's class of common stock as of December 12,
2008: 49,250,000




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




The
Company recorded $nil sales revenue for the six months ended October 31,
2008.


1




FORWARD-LOOKING
STATEMENTS




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







PART
I - FINANCIAL INFORMATION





ITEM
1. FINANCIAL STATEMENTS





Page
              NumberBalance Sheets
            3Statements of
    Operations
            4Statement of Stockholder's
      Equity
            5Statements of Cash
    Flows
            6Notes to the Financial
      Statements
            7Management Discussion and
      Analysis
            13














































2




ENHANCE
      SKIN PRODUCTS INC.(A
      Development Stage Company)CONSOLIDATED BALANCE SHEETS(Unaudited)30-AprOctober
      31
              
              
              20082008
              
              
              restated
      note 10ASSETSCurrentCash
              
              $
              839,903
              
              
              $
              3,704Accounts
      receivable
              
              
              4,089
              
              
              
              -Prepaids
      & deposits
              
              
              15,390
              
              
              
              -Inventory
              
              
              10,715
              
              
              
              -Total
      current assets
              
              
              870,097
              
              
              
              3,704Other
      assetsPatent
      applications
              
              
              6,903
              
              
              
              -Trademarks
              
              
              44,115
              
              
              
              -Total
      other assets
              
              
              51,018
              
              
              
              -Total
      assets
              
              $
              921,115
              
              
              $
              3,704LIABILITIES
      AND STOCKHOLDER'S EQUITY (DEFICIT)Current
      liabilitiesAccounts
      payable and accrued liabilities
              
              $
              33,669
              
              
              $
              4,000Accounts
      payable to related party
              
              
              736
              
              
              
              1,615Total
      liabilities
              
              
              34,405
              
              
              
              5,615Stockholders'
      equity (deficit)Authorized:100,000,000
      common shares per value $0.001Issued
      and outstanding 49,250,000 and 68,160,000 as ofOctober
      31, 2008 and April 30, 2008 respectively
              
              
              49,250
              
              
              
              68,160Additional
      paid-in capital
              
              
              1,172,753
              
              
              
              (18,160
              )Deficit
      accumulated during the development stage
              
              
              (335,293
              )
              
              
              (51,911
              )Total
      stockholders' equity (deficit)
              
              
              886,710
              
              
              
              (1,911
              )Total
      liabilities and stockholders' equity (deficit)
              
              $
              921,115
              
              
              $
              3,704
   The
accompanying notes are an integral part of these consolidated financial
statements.


3
 Table of Contents
  ENHANCE
      SKIN PRODUCTS INC.(A
      Development Stage Company)CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)Three
      Months
              
              
              Six
      Months
              
              
              Inceptionended
              
              
              ended
              
              
              throughOctober
      31
              
              
              October
      31
              
              
              October
      312008
              
              
              2007
              
              
              2008
              
              
              2007
              
              
              2008EXPENSESOperating
      expensesAmortization
              
              $
              -
              
              
              $
              417
              
              
              $
              -
              
              
              $
              834
              
              
              $
              2,389General
      & administrative
              
              
              135,113
              
              
              
              1,154
              
              
              
              135,823
              
              
              
              4,718
              
              
              
              143,534Professional
      fees
              
              
              26,358
              
              
              
              1,700
              
              
              
              26,358
              
              
              
              17,200
              
              
              
              47,958Organization
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              600Marketing
              
              
              123,525
              
              
              
              -
              
              
              
              123,525
              
              
              
              -
              
              
              
              123,525284,996
              
              
              
              3,271
              
              
              
              285,706
              
              
              
              22,752
              
              
              
              318,006Net
      loss before other items
              
              
              (284,996
              )
              
              
              (3,271
              )
              
              
              (285,706
              )
              
              
              (22,752
              )
              
              
              (318,006
              )Other
      itemsWrite
      down of asset
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              19,611Interest
      income
              
              
              (2,324
              )
              
              
              -
              
              
              
              (2,324
              )
              
              
              -
              
              
              
              (2,324
              )Net
      loss
              
              $
              (282,672
              )
              
              $
              (3,271
              )
              
              $
              (283,382
              )
              
              $
              (22,752
              )
              
              $
              (335,293
              )Basic
      and diluted loss per common share
              
              $
              0.00
              
              
              $
              0.00
              
              
              $
              (0.01
              )
              
              $
              (0.01
              )Weighted
      average number of commonshares
      outstanding
              
              
              65,250,769
              
              
              
              2,840,000
              
              
              
              46,132,937
              
              
              
              2,840,000




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


4
 Table of Contents




ENHANCE
      SKIN PRODUCTS INC.(A
      Development Stage Company)CONSOLIDATED STATEMENT OF STOCKHOLDERS'
    EQUITY(Unaudited)DeficitAccumulatedAdditional
              
              
              During
      the
              
              
              TotalCommon
      Stock
              
              
              paid
      in
              
              
              Development
              
              
              StockholdersShares
              
              
              Amount
              
              
              Capital
              
              
              Stage
              
              
              EquityInception,
      November 14, 2006
              
              
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Initial
      capitalization, sale ofcommon stock to Directorson
      November 14, 2006 @ $0.00017per share
              
              
              48,000,000
              
              
              
              48,000
              
              
              
              (40,000
              )
              
              
              -
              
              
              
              8,000Private
      placement closedJanuary 31, 2007 @ $0.0021
              
              
              20,160,000
              
              
              
              20,160
              
              
              
              21,840
              
              
              
              -
              
              
              
              42,000Net
      loss for the year
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1,754
              )
              
              
              (1,754
              )Balance
      April 30, 2007
              
              
              68,160,000
              
              
              
              68,160
              
              
              
              (18,160
              )
              
              
              (1,754
              )
              
              
              48,246Net
      loss for the year
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (50,157
              )
              
              
              (50,157
              )Balance
      April 30, 2008
              
              
              68,160,000
              
              
              
              68,160
              
              
              
              (18,160
              )
              
              
              (51,911
              )
              
              
              (1,911
              )Asset
      Purchase Agreement executed August 14, 2008Shares
      cancelled
              
              
              (47,910,000
              )
              
              
              (47,910
              )
              
              
              47,910
              
              
              
              -
              
              
              
              -Shares
      issued
              
              
              27,500,000
              
              
              
              27,500
              
              
              
              (10,897
              )
              
              
              -
              
              
              
              16,603Private
      placement closedAugust 14, 2008 @ $1.00
              
              
              1,500,000
              
              
              
              1,500
              
              
              
              1,153,900
              
              
              
              -
              
              
              
              1,155,400Net
      loss for the  period
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (283,382
              )
              
              
              (283,382
              )Balance
      October 31, 2008
              
              
              49,250,000
              
              
              $
              49,250
              
              
              $
              1,172,753
              
              
              $
              (335,293
              )
              
              $
              886,710






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


5
 Table of Contents


ENHANCE
      SKIN PRODUCTS INC.(A
      Development Stage Company)CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)Three
      Months
              
              
              Six
      Months
              
              
              Inceptionended
              
              
              ended
              
              
              throughOctober
      31
              
              
              October
      31
              
              
              October
      312008
              
              
              2007
              
              
              2008
              
              
              2007
              
              
              2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss for the period
              
              $
              (282,672
              )
              
              $
              (3,271
              )
              
              $
              (283,382
              )
              
              $
              (22,752
              )
              
              $
              (335,293
              )Adjustments
      to reconcile net loss To net cashAmortization
              
              
              -
              
              
              
              417
              
              
              
              -
              
              
              
              834
              
              
              
              2,389Write-down
      of website
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              19,611Changes
      in operating assets and liabilities:Accounts
      receivable
              
              
              (4,089
              )
              
              
              -
              
              
              
              (4,089
              )
              
              
              -
              
              
              
              (4,089
              )Prepaids
      & deposits
              
              
              (15,390
              )
              
              
              -
              
              
              
              (15,390
              )
              
              
              -
              
              
              
              (15,390
              )Inventory
              
              
              (10,715
              )
              
              
              -
              
              
              
              (10,715
              )
              
              
              -
              
              
              
              (10,715
              )Accounts
      payable and accrued liabilities
              
              
              30,809
              
              
              
              1,000
              
              
              
              29,669
              
              
              
              (3,000
              )
              
              
              33,669Accounts
      payable to related party
              
              
              (879
              )
              
              
              -
              
              
              
              (879
              )
              
              
              -
              
              
              
              736Cash
      flows from operating activities
              
              
              (282,936
              )
              
              
              (1,854
              )
              
              
              (284,786
              )
              
              
              (24,918
              )
              
              
              (309,082
              )CASH
      FLOWS FROM INVESTING ACTIVITIESWebsite
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (22,000
              )Cash
      flows from investing activities
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (22,000
              )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuance of common stock
              
              
              1,155,400
              
              
              
              -
              
              
              
              1,155,400
              
              
              
              -
              
              
              
              1,205,400Payment
      of loans
              
              
              (34,415
              )
              
              
              -
              
              
              
              (34,415
              )
              
              
              -
              
              
              
              (34,415
              )Cash
      flows from financing activities
              
              
              1,120,985
              
              
              
              -
              
              
              
              1,120,985
              
              
              
              -
              
              
              
              1,170,985NET
      INCREASE (DECREASE) IN CASH
              
              
              838,049
              
              
              
              (1,854
              )
              
              
              836,199
              
              
              
              (24,918
              )
              
              
              839,903Cash,
      beginning of the period
              
              
              1,854
              
              
              
              26,936
              
              
              
              3,704
              
              
              
              50,000
              
              
              
              -Cash,
      end of the period
              
              $
              839,903
              
              
              $
              25,082
              
              
              $
              839,903
              
              
              $
              25,082
              
              
              $
              839,903Supplemental
      disclosure with respect to cash flows:Cash
      paid for income taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Cash
      paid for interest
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -&
              Patent
      applications having a value of $6,903 and trademarks having a value of
      $44,115 as well as bank loansof
      $34,415 were acquired in the asset purchase agreement executed on August
      14, 2008 with the issue of27,500,000
      shares of Common Stock


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


6
 Table of Contents




ENHANCE
SKIN PRODUCTS INC.


(A
Development Stage Company)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


October
31, 2008


(unaudited)






NOTE
1. GENERAL ORGANIZATION AND BUSINESS




Enhance
Skin Products Inc. (formerly Zeezoo Software Corp.) was originally incorporated
under the laws of the state of Nevada on November 14, 2006.  The
Company has limited operations and in accordance with SFAS #7, is considered a
development stage company, and has had no revenues from operations to
date.




Pursuant
to an Asset Purchase Agreement by and between Zeezoo Software Corp. (“the
Company”) and Enhance Skin Products Inc., a privately owned Ontario corporation
(“Enhance”), which closed on August 14, 2008, the Company acquired all of the
intellectual property and certain liabilities of Enhance (the “Assets”). In
addition to shares issued for the asset purchase and the cancellation of certain
securities of the Company, Enhance has acquired approximately 57.6% of the
issued and outstanding shares of common stock, par value $0.001 per share (the
“Common Stock”), of the Company.  On August 28, 2008 the Company
changed its name to Enhance Skin Products Inc.




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




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




NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




These
consolidated financial statements are unaudited but, in the opinion of
management, reflect all adjustments necessary for a fair statement of the
Company's consolidated financial position, results of operations and cash flows
for the periods presented. The results of operations for any interim period are
not necessarily indicative of results for the full year. These consolidated
financial statements and notes are presented as permitted by the requirements
for Quarterly Reports on Form 10-Q.




These
consolidated financial statements do not include certain footnote disclosures
and financial information normally included in consolidated financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America (“GAAP”) and, therefore, should be read in conjunction
with the consolidated financial statements and notes included in the Company's
Annual Report on Form 10-K for the year ended April 30, 2008.




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




7
 Table of Contents




ENHANCE
SKIN PRODUCTS INC.


(A
Development Stage Company)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


October
31, 2008


(unaudited)






NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued




USE
OF ESTIMATES




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




BASIC
AND DILUTED LOSS PER SHARE




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




PRODUCTDEVELOPMENT
COSTS




Product
development are expensed as incurred.




INCOME
TAXES




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




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




FOREIGNCURRENCYTRANSACTIONS




The
Company’s functional currency is the United States dollar (“U.S.”).  The
Company uses the U.S. dollar as its reporting currency for consistency with
registrants of the Securities and Exchange Commission and in accordance with
SFAS No. 52.




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






8
 Table of Contents




ENHANCE
SKIN PRODUCTS INC.


(A
Development Stage Company)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


October
31, 2008


(unaudited)






NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued




WEBSITE
COSTS




Website
costs consist of software development costs, which represent capitalized costs
of design, configuration, coding, installation and testing of the Company’s
website up to its initial implementation. Upon implementation in April 2007, the
asset was being amortized to expense over its estimated useful life of three
years using the straight-line method.




During
the year ended April 30, 2008 the Company wrote-off costs associated with its
website.  See note 7.




NOTE
3. RECENT ACCOUNTING PRONOUNCEMENTS




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




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






9
 Table of Contents




ENHANCE
SKIN PRODUCTS INC.


(A
Development Stage Company)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


October
31, 2008


(unaudited)






NOTE
3. RECENT ACCOUNTING PRONOUNCEMENTS - continued




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




NOTE
4. STOCKHOLDERS' EQUITY




AUTHORIZED




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




ISSUED
AND OUTSTANDING




On
November 14, 2006 (inception), the Company issued 2,000,000 shares of its common
stock to its Directors for cash of $8,000.




On
January 31, 2007, the Company closed a private placement for 840,000 common
shares at a price of $0.05 per share, or an aggregate of $42,000.  The
Company accepted subscriptions from 38 offshore non-affiliated
investors.




On July
11, 2008, the Company completed a forward stock split on a 2-for-1
basis.  As a result, the outstanding shares of common stock were
increased to 5,680,000.




On July
17, 2008, the Company completed a forward stock split on a 12-for-1
basis.  As a result, the outstanding shares of common stock were
increased to 68,160,000.




The
Statements have been adjusted to reflect retroactively these two forward
splits.




On August
14, 2008 under the terms of the Asset Purchase Agreement the Company cancelled
47,910,000 common shares.  As a result, the outstanding shares of
common stock were reduced to 20,250,000.


10
 Table of Contents




ENHANCE
SKIN PRODUCTS INC.


(A
Development Stage Company)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


October
31, 2008


(unaudited)






NOTE
4. STOCKHOLDERS’ EQUITY – continued




ISSUED
AND OUTSTANDING – continued




On August
14, 2008 under the terms of the Asset Purchase Agreement the Company issued
27,500,000 common shares for the acquisition of all of the intellectual property
and certain liabilities of Enhance.  As a result, the outstanding
shares of common stock were increased to 47,750,000.




On August
14, 2008, the Company entered into a subscription agreement with the investors
(collectively the “Investors”) pursuant to which the Company sold to the
Investors an aggregate of $1,500,000 of Units, each unit consisting of 2 shares
of Common Stock and one warrant to purchase one share of Common Stock. The unit
purchase price was $2.00. Each warrant entitles their holder to subscribe for
one additional Common Share at an exercise price of $1.40 per warrant during the
period of 24 months from the closing date of August 14, 2008 at 5:00 p.m.,
Nevada local time.  As a result, the outstanding shares of common
stock were increased to 49,250,000.




Net
proceeds to the Company at closing were $1,061,502. $438,300 of funds was
disbursed as follows: $300,000 was paid as finders fees, $44,600 were cash
expenses consisting of professional fees and legal fees associated with share
issue costs. A further $34,416 was paid to satisfy existing bank loans and
$59,284 was paid to officers of the Company who had advanced funds for current
marketing efforts.




NOTE
5. RELATED PARTY TRANSACTIONS AND BALANCES




The
amount due to a Director of $736 has no repayment terms, is unsecured and is
non-interest bearing.




On
November 14, 2006 (inception), the Company issued 2,000,000 shares of its common
stock to Directors for cash of $8,000. See Note 4.




During
the quarter ended October 31, 2008 and commencing on August 15, 2008, the
Company made monthly consulting fee payments of $12,500 to BioStrategies
Consulting Group Inc., a private Ontario company wholly owned by the Company’s
CEO who is also a Director.  In this quarter, a total of $31,250 has
been recorded as an expense.  During the same period, and in
consideration of the payments made to BioStrategies Consulting Group Inc., the
Company’s CEO did not collect any salary from the Company.




On
September 15, 2008 a company owned by the CEO who is also a Director sold the
Company a raw material ingredient used in the manufacture of its cosmeceutical
products.  The ingredient was sold at no profit to the selling company
at a price of $6,620.  The Company has also purchased this ingredient
from the same supplier as used by the related company.  The price paid
by the Company when purchasing the product directly was the identical
price.






11
 Table of Contents




ENHANCE
SKIN PRODUCTS INC.


(A
Development Stage Company)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


October
31, 2008


(unaudited)






NOTE
6. INCOME TAXES




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




NOTE
7. WEBSITE




During
the year ended April 30, 2008, the Company wrote-off its website costs of
$19,611 (net of accumulated depreciation) as the company had abandoned this line
of business.




NOTE
8. NET OPERATING LOSSES




As of October 31, 2008,
the Company has a net operating loss carry forward of approximately $335,293,
which will expire for tax loss carry forward purposes 20 years from the date the
loss was incurred.




NOTE
9. OPERATING LEASES AND OTHER COMMITMENTS




The
Company currently has no operating lease commitments or any other
commitments.




NOTE
10. RESTATEMENT OF CERTAIN COMPARATIVE FIGURES




The
Company is currently in the process of restating its financial statements for
the year ended April 30, 2008 to reflect an adjustment related to common stock
and additional paid-in capital.


















12
 Table of Contents




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




Operating
Results




The
following selected comparative financial information has been derived from and
should be read in conjunction with the financial statements of Enhance for the
year three months ended October 31, 2008 and the financial statements of the
Company for the three months ended October 31, 2007.




Statement
      of Earnings
            
            3
      Months ended
            
            
            6
      Months endedOctober
      31
            
            
            October
      312008
            
            
            2007
            
            
            2008
            
            
            2007Revenue
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Gross
      Profit
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Loss
      before income taxes
            
            
            (282,672
            )
            
            
            (3,271
            )
            
            
            (283,382
            )
            
            
            (22,752
            )Net
      loss per share  (1)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (0.01
            )Total
      Assets
            
            
            921,115
            
            
            
            29,109
            
            
            
            921,115
            
            
            
            29,109Long-term
      liabilities
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -(1)
      less than $0.01




Sales




From the
date of incorporation on November 14, 2006 to October 31, 2008 we have been a
development stage company that has not generated any revenues.




Operating
Expenses




Our
operating expenses are classified primarily into the following
categories.




During
the year ended April 30, 2008 the company’s website was written off as the
Company abandoned this line of business therefore there is no amortization in
the first six months ended October 31, 2008. Amortization of the website for the
first six months to October 31, 2007 was $834 and for the quarter ended October
31, 2007 amortization was $417.




General
& administrative expenses incurred for the three months ended October 31,
2008 were $135,113 compared to the $1,154 spent in the period October 31,
2007.    G&A expenses for the six months ended October
31, 2008 were $135,823 compared to the $4,718 spent in the first six months of
2007.  This increase of $133,959 and $131,105 for the three months and
six months ended October 31, 2008 respectively was a result of the Company
incurring overheads in order to make the transition from a development stage
company.  Expenses contributing to this increase were $95,785 of
remuneration, $15,301 to office expenses including rent and $24,549 for
travel.




13
 Table of Contents




Operating
Expenses - continued




Professional
fees in the three months ended October 31, 2008 were $26,358 compared to the
$1,700 spent in the three months ended October 31, 2007.  Professional
fees in the six months ended October 31, 2008 were $26,358 compared to the
$17,200 spent in the six months ended October 31, 2007.  Professional
fees of $26,358 were incurred primarily for the financing and asset purchase
transactions.




In the
quarter ended October 31, 2008 the Company incurred marketing expenses for the
first time since inception.  The Marketing expenses of $123,525 will
benefit future periods and include web site development, product packaging, logo
design etc.  The Company also exhibited at trade shows in order to
refine a market and advertising strategy.  The company is also
considering the expansion of its marketing strategy outside of North
America which may be through distribution agreements, its own sales
representatives or selective acquisitions or licensing transactions as funding
constraints allow.  The Company believes that current market
conditions may provide attractive business development opportunities that it
continues to actively monitor.




Liquidity
and Capital Resources




Our
principal capital resources have been through the issuance of common
stock.  In the quarter ended October 31, 2008 the company acquired
Patent applications of $6,903 and trademarks of $44,115 through the issuance of
27,500,000 shares of common stock.  Also during this period the
Company received net proceeds of $1,061,502 for the issuance of 1,500,000 shares
of Common stock with 750,000 warrants which entitles their holder to subscribe
for one additional Common Share at an exercise price of $1.40 per warrant during
the period of 24 months following the closing date of August 14,
2008.




At
October 31, 2008, the Company had working capital of $835,692 as compared to the
working capital deficit of $1,911 at the year ended April 30, 2008.




At
October 31, 2008 the total assets were $921,115 as compared to the total assets
$3,704 at April 30, 2008.  Included in these assets are the patent
applications and trademarks of $51,018, accounts receivable representing a sales
tax refund of $4,089, prepaid expenses and deposits of $15,390 and inventory of
$10,715.  The cash balance at October 31, was $893,903 as compared to
the April 30, 2008 balance of $3,704.  This increase of $836,199 is
entirely attributable to the financing which closed on August 14,
2008.




At
October 31, 2008 accounts payable were $33,669, an increase of $29,669 from the
$4,000 balance at April 30, 2008.  The increase is made up of
marketing expenses received at the end of October 2008.




At
October 31, 2008 accounts payable related party of $736 consisted of a balance
of $736 due to a company controlled by a Director for the purchase of a raw
material used in the manufacture of the Company’s products.  The
advance has no repayment terms, is unsecured and without interest.




Financing




On August
14, 2008, the Company entered into a subscription agreement with the investors
(collectively the “Investors”) pursuant to which the Registrant sold 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 unit purchase price was $2.00. Each warrant entitles their
holder to subscribe for one additional Common Share at an exercise price of
$1.40 per warrant during the period of 24 months from the closing date of August
14, 2008 at 5:00 p.m., Nevada local time.




Net
proceeds to the Company at closing were $1,061,502. $438,498 of funds were
disbursed as follows: $300,000 was to a finder, $44,600 were cash expenses
consisting of professional fees and legal fees associated with share issue
costs. A further $34,416 was paid to satisfy existing bank loans and $59,284 was
paid to officers of the Company who had advanced funds for current marketing
efforts. The Company’s budgets indicate these net proceeds will be sufficient to
reach the break-even point in sales.


14
 Table of Contents




ITEM
2. MANAGEMENT'S PLAN OF OPERATION




GENERAL
OVERVIEW




After the
financing on August 14, 2008, the Company’s plan of operation, business
objectives and goals were filed on an 8-K with the Securities and Exchange
Commission on August 20, 2008 and is available at the EDGAR database. In
accordance with this plan of operation, business objectives and goals, the
Company continued to develop new products for the treatment of skin after
non-ablative skin resurfacing procedures such as fractional photothermolysis
(fractional laser treatment). The Company plans to attend a number of trade
shows in the next twelve months at which it plans to exhibit its existing two
products in new packaging and introduce up to four new products.




ACTIVITIES
DURING THE QUARTER ENDED OCTOBER 31, 2008




At the
end of the fiscal year ended April 30, 2008, the Company abandoned the line of
business it had originally established and wrote of the website developed for
this venture.  During the three months ended July 31, the Company
incurred a minimum of expenses ($710) while seeking financing as well as a new
business plan. The Company was successfully financed on August 14, 2008 with
details included in the 8-K filed with the SEC on August 20, 2008. During the
three months ended October 31, and in accordance with its plan of operation,
business objectives and goals set out in its the Company has continued to seek
to develop new products, and has commenced development of its new website, Phase
I of which is scheduled for launch in late November at www.visibleyouth.com. The
Company continues to explore relationships with potential manufacturers and
component suppliers as well as distribution possibilities in the North America,
Far-East and Europe.




RESULTS
OF OPERATIONS




The
Company recorded a loss of $282,672 for the three months ended October 31, 2008
and a loss of $283,382 for the six months ended October 31,
2008.  Comparisons are not meaningful as the Company was not
operational during the previous year.




LIQUIDITY
AND CASH RESOURCES




At
October 31, 2008, the Company had working capital of $835,692 compared to a
working capital deficit of $1,911 at the year ended April 30,
2008.  Cash balance at October 31, 2008 was $839,903, an increase of
$836,199 from the $3,704 balance at April 30, 2008.




The
working capital and cash balance has been determined to be insufficient for the
Company to reach breakeven.




ITEM
3. CONTROLS AND PROCEDURES




As
required by Rule  13a-15  under
the  Exchange  Act,  we have  carried
out an evaluation  of the  effectiveness  of the
design and  operation of our company's disclosure  controls
and  procedures as of the end of the period covered by this
quarterly  report for the three months ended October 31,
2008.  This evaluation was carried out under the supervision and with
the participation of our company's management, including our company's president
and chief executive officer. Based upon that evaluation,  our
company's  president  and
chief  executive  officer concluded that our company's
disclosure controls and procedures are effective as at the end of the
period  covered by this report.  There have been no changes
in our internal controls over financial reporting that occurred during our most
recent fiscal quarter that have materially affected, or are reasonably likely to
materially affect our internal controls over financial
reporting.


15
 Table of Contents




ITEM
3. CONTROLS AND PROCEDURES - continued




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






PART
II - OTHER INFORMATION




ITEM
1. LEGAL PROCEEDINGS




None.




ITEM
2. CHANGES IN SECURITIES AND USE OF PROCEEDS




On August
14, 2008, under the terms of the Asset Purchase Agreement, the Company cancelled
47,910,000 common shares.  As a result, the outstanding shares of
common stock were reduced to 20,250,000.




On August
14, 2008, under the terms of the Asset Purchase Agreement, the Company issued
27,500,000 common shares for the acquisition of all of the intellectual property
and certain liabilities of Enhance Skin Products Inc., a privately owned Ontario
corporation.  As a result, the outstanding shares of common stock were
increased to 47,750,000.




On August
14, 2008, the Company entered into a subscription agreement with the investors
(collectively the “Investors”) pursuant to which the Company sold to the
Investors an aggregate of $1,500,000 of Units, each unit consisting of 2 shares
of Common Stock and one warrant to purchase one share of Common Stock. The unit
purchase price was $2.00. Each warrant entitles their holder to subscribe for
one additional Common Share at an exercise price of $1.40 per warrant during the
period of 24 months from the closing date of August 14, 2008 at 5:00 p.m.,
Nevada local time. As a result, the outstanding shares of common stock were
increased to 49,250,000.




Net
proceeds to the Company at closing were $1,061,502. $438,498 of funds were
disbursed as follows: $300,000 was paid as finders fees, $44,600 were cash
expenses consisting of professional fees and legal fees associated with share
issue costs. A further $34,416 was paid to satisfy existing bank loans and
$59,284 was paid to officers of the Company who had advanced funds for current
marketing efforts.




ITEM
3. DEFAULTS UPON SENIOR SECURITIES




None.




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




None.




16
 Table of Contents


ITEM
5. OTHER INFORMATION




Effective
August 14, 2008, the Company entered into a consulting agreement with
Biostrategies Consulting Group Inc., a private Ontario corporation wholly owned
by the Company’s CEO, Samuel Asculai.  This agreement is attached
hereto as Exhibit 99.1 and incorporated herein by reference.




Also,
effective August 14, 2008, the Company and its CEO, Samuel Asculai entered into
an amendment of his employment agreement.  This amendment agreement is
attached hereto as Exhibit 99.2 and incorporated herein by
reference.




ITEM
6. EXHIBITS




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




Exhibit
              Number
            
            Description31.1
            
            Certification  of CEO Pursuant TO 18
      U.S.C. ss. 1350, Section 30231.2
            
            Certification  of CFO Pursuant to 18
      U.S.C. ss. 1350, Section 30232.1
            
            Certification Pursuant to 18 U.S.C. ss.1350,
      Section 90632.2
            
            Certification Pursuant to 18 U.S.C. ss. 1350,
      Section 90699.1
            
            Consulting Agreement between Enhance Skin
      Products Inc and Biostrategies Consulting Group Inc99.2
            
            Amendment to Employment Agreement of Samuel
      Asculai




(b)
Reports on Form 8-K




Reports
as filed with Securities and Exchange Commission on August 20, 2008 and August
26, 2008.






SIGNATURES




Pursuant
to the  requirements of Section 13 or 15(d) of the
Securities  Exchange Act of
1934,  the  registrant  has
duly  caused  this report to be signed on its
behalf  by
the  undersigned,  thereunto  duly  authorized,  on
this 12th day of September, 2008.




ENHANCE
      SKIN PRODUCTS INC.Date: 
      December 12, 2008
            By:
            /s/ Dr.
      Samuel S AsculaiName: 
      Dr. Samuel S AsculaiTitle: 
        President/CEO, Principal Executive Officer




Date: 
      December 12, 2008
            By:
            /s/ Brian
      LukianName:  Brian
      LukianTitle:    Chief
      Financial Officer, Principal Financial Officer




17