UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q





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




For the quarter ended January 31, 2009




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 January 31,
2009: 49,250,000




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




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




1




FORWARD-LOOKING
STATEMENTS




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






PART
I - FINANCIAL INFORMATION




ITEM
1.  FINANCIAL STATEMENTS




Page
                  NumberBalance
      Sheets
                3Statements of
      Operations
                4Statement of Stockholder's
      Equity
                5Statements of Cash
      Flows
                6Notes to the Financial
      Statements
                7Management Discussion and
      Analysis
                14












2




ENHANCE
      SKIN PRODUCTS INC.(A
      Development Stage Company)formerly
      Zeezoo Software Corp.CONDENSED CONSOLIDATED BALANCE SHEETS(Unaudited)April
      30January
      31
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    20082009
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    restated
      note 11ASSETSCurrentCash
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    634,809
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    3,704Accounts
      receivable
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    8,367
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -Prepaids
      & deposits
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    14,681
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -Inventory
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    16,883
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -Total
      current assets
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    674,740
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    3,704Other
      assetsPatent
      applications
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    6,903
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -Trademarks
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    44,115
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -Total
      other assets
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    51,018
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    -Total
      assets
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    725,758
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    3,704LIABILITIES
      AND STOCKHOLDER'S EQUITY (DEFICIT)Current
      liabilitiesAccounts
      payable and accrued liabilities
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    22,544
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    4,000Accounts
      payable to related party
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    968
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    1,615Total
      liabilities
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    23,512
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    5,615Stockholders
      equity (deficit)Authorized:100,000,000
      common shares per value $0.001Issued
      and outstanding 49,250,000 and 68,160,000 as ofJanuary
      31, 2009 and April 30, 2008 respectively
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    49,250
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    68,160Additional
      paid-in capital
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    1,513,894
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    (18,160
                                                                                                                                                    )Deficit
      accumulated during the development stage
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    (860,898
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    (51,911
                                                                                                                                                    )Total
      stockholders' equity (deficit)
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    702,246
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    (1,911
                                                                                                                                                    )Total
      liabilities and stockholders' equity (deficit)
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    725,758
                                                                                                                                                    
                                                                                                                                                    
                                                                                                                                                    $
                                                                                                                                                    3,704




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




3




ENHANCE
      SKIN PRODUCTS INC.(A
      Development Stage Company)formerly
      Zeezoo Software Corp.CONDENSED CONSOLIDATED STATEMENTS OF
    OPERATIONSFor
      the three months and nine months ending January 31, 2009, and 2008 and
      from the periodNovember
      14, 2006 (inception) through January 31, 2009(Unaudited)InceptionThree
      Months
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        Nine
      Months
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        Nov
      14, 2006ended
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        ended
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        throughJanuary
      31
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        January
      31
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        January
      312009
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        2008
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        2009
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        2008
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        2009EXPENSESOperating
      expensesAmortization
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        1,416
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        2,250
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        2,389General
      & administrative
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        119,172
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        597
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        254,995
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        5,315
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        262,706Professional
      fees
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        28,429
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        1,400
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        54,787
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        18,600
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        76,387Organization
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        600Marketing
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        37,777
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        161,302
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        161,302185,378
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        3,413
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        471,084
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        26,165
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        503,384Net
      loss before other items
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        (185,378
                                                                                                                                                                                                                                                        )
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        (3,413
                                                                                                                                                                                                                                                        )
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        (471,084
                                                                                                                                                                                                                                                        )
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        (26,165
                                                                                                                                                                                                                                                        )
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        (503,384
                                                                                                                                                                                                                                                        )Other
      itemsWarrant
      expense
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        341,141
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        341,141
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        341,141Write
      down of asset
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        19,611Interest
      income
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        (914
                                                                                                                                                                                                                                                        )
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        (3,238
                                                                                                                                                                                                                                                        )
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        (3,238
                                                                                                                                                                                                                                                        )Net
      loss before income taxes
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        (525,605
                                                                                                                                                                                                                                                        )
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        (3,413
                                                                                                                                                                                                                                                        )
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        (808,987
                                                                                                                                                                                                                                                        )
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        (26,165
                                                                                                                                                                                                                                                        )
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        (860,898
                                                                                                                                                                                                                                                        )Provision
      for income taxes
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        -Net
      loss
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        (525,605
                                                                                                                                                                                                                                                        )
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        (3,413
                                                                                                                                                                                                                                                        )
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        (808,987
                                                                                                                                                                                                                                                        )
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        (26,165
                                                                                                                                                                                                                                                        )
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        (860,898
                                                                                                                                                                                                                                                        )Basic
      and diluted loss per common share
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        (0.01
                                                                                                                                                                                                                                                        )
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        0.00
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        (0.01
                                                                                                                                                                                                                                                        )
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        $
                                                                                                                                                                                                                                                        (0.01
                                                                                                                                                                                                                                                        )Weighted
      average number of commonshares
      outstanding
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        49,250,000
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        2,840,000
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        56,444,022
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                        2,840,000










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




4




ENHANCE
      SKIN PRODUCTS INC.(A
      Development Stage Company)formerly
      Zeezoo Software Corp.For
      the period November 14, 2006 (inception) through January 31,
      2009CONDENSED 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 Directors onNovember
      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 Agreementexecuted
      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
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      -
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      1,155,400Warrant
      expense
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      341,141
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      341,141Net
      loss for the  period
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      -
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      -
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      -
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      (808,987
                                                                                                                                                                                                      )
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      (808,987
                                                                                                                                                                                                      )Balance
      January 31, 2009
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      49,250,000
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      $
                                                                                                                                                                                                      49,250
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      $
                                                                                                                                                                                                      1,513,894
                                                                                                                                                                                                      
                                                                                                                                                                                                      
                                                                                                                                                                                                      $
                                                                                                                                                                                                      (860,898
                                                                                                                                                                                                      )
                                                                                                                                                                                                      
                                                                                                                                                                                                      $
                                                                                                                                                                                                      702,246
















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


5




ENHANCE
      SKIN PRODUCTS INC.(A
      Development Stage Company)formerly
      Zeezoo Software Corp.CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWSFor
      the three months and nine months ending January 31, 2009, and 2008 and
      from the periodNovember
      14, 2006 (inception) through January 31, 2009(Unaudited)InceptionThree
      Months
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                Nine
      Months
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                Nov
      14, 2006ended
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                ended
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                throughJanuary
      31
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                January
      31
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                January
      312009
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                2008
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                2009
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                2008
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss for the period
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                (525,605
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                (3,413
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                (808,987
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                (26,165
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                (860,898
                                                                                                                                                                                                                                                                                                )Adjustments
      to reconcile net loss for non cash itemsAmortization
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                1416
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                2,250
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                2,389Write-down
      of website
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                19,611Warrant
      expense
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                341,141
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                341,141
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                341,141Changes
      in operating assets and liabilities:Accounts
      receivable
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (4,278
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (8,367
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (8,367
                                                                                                                                                                                                                                                                                                )Prepaids
      & deposits
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                709
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (14,681
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (14,681
                                                                                                                                                                                                                                                                                                )Inventory
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (6,168
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (16,883
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (16,883
                                                                                                                                                                                                                                                                                                )Accounts payable and accrued liabilities
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (11,125
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (1,000
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                18,544
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (4,000
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                22,544Accounts payable to related party
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                232
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (647
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                968Cash
      flows from operating activities
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (205,094
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (2,997
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (489,880
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (27,915
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (514,176
                                                                                                                                                                                                                                                                                                )CASH
      FLOWS FROM INVESTING ACTIVITIESWebsite
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (17,000
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (17,000
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (22,000
                                                                                                                                                                                                                                                                                                )Cash
      flows from investing activities
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (17,000
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (17,000
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (22,000
                                                                                                                                                                                                                                                                                                )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuance of common stock
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                1,155,400
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                1,205,400Payment
      of loans
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (34,415
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (34,415
                                                                                                                                                                                                                                                                                                )Cash
      flows from financing activities
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                1,120,985
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                1,170,985NET
      INCREASE (DECREASE) IN CASH
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (205,094
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (19,997
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                631,105
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                (44,915
                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                634,809Cash,
      beginning of the period
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                839,903
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                25,082
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                3,704
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                50,000
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                -Cash,
      end of the period
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                634,809
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                5,085
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                634,809
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                5,085
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                634,809Supplemental
      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 of 27,500,000
      shares of Common Stock


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




6




ENHANCE
SKIN PRODUCTS INC.


formerly
Zeezoo Software Corp.


(A
Development Stage Company)


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


January
31, 2009


(unaudited)






NOTE
1. GENERAL ORGANIZATION AND BUSINESS




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




ENHANCE
SKIN PRODUCTS INC.


formerly
Zeezoo Software Corp.


(A
Development Stage Company)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


January
31, 2009


(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.




REVENUE
RECOGNITION




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




ADVERTISING
EXPENSE




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




BASIC AND DILUTED LOSS PER
SHARE




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




PRODUCT DEVELOPMENT
COSTS




Product
development costs are expensed as incurred.




INCOME
TAXES




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




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







8




ENHANCE
SKIN PRODUCTS INC.


formerly
Zeezoo Software Corp.


(A
Development Stage Company)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


January
31, 2009


(unaudited)






NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued




FOREIGN CURRENCY
TRANSACTIONS


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.
  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


ENHANCE
SKIN PRODUCTS INC.
 formerly
Zeezoo Software Corp.
 (A
Development Stage Company)
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 January
31, 2009
 (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. GOING CONCERN
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates, among other things, the
realization of assets and satisfaction of liabilities in the normal course of
business. The Company has net losses for the period from inception to January
31, 2009 of $860,898. The Company intends to fund operations through working
capital and sales, which may be insufficient to fund its expenditures, working
capital and other cash requirements for the next 12 months.
  The
ability of the Company to emerge from the development stage is dependent upon
the Company’s successful efforts to generate sales and then attain profitable
operations.  In response to these problems, management has planned the
following actions:
  •
                Management
      is currently manufacturing products to generate sales. There can be no
      assurances, however, that management’s expectations of future sales will
      be realized.
  These
factors, among others, raise substantial doubt about the Company’s ability to
continue as a going concern. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
  NOTE
5. STOCKHOLDERS' EQUITY
  AUTHORIZED
  The
Company is authorized to issue 100,000,000 common shares of $0.001 par value
common stock. All common stock shares have equal voting rights, are
non-assessable and have one vote per share.  Voting rights are not
cumulative and, therefore, the holders of more than 50% of the common stock
could, if they choose to do so, elect all of the directors of the
Company.
  ISSUED
AND OUTSTANDING
  On
November 14, 2006 (inception), the Company issued 2,000,000 shares of its common
stock to its Directors for cash of $8,000.
   10
  ENHANCE
SKIN PRODUCTS INC.
 formerly
Zeezoo Software Corp.
 (A
Development Stage Company)
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 January
31, 2009
 (unaudited)
 
 NOTE
5. STOCKHOLDERS’ EQUITY – continued
  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.
  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 finder’s 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
6. RELATED PARTY TRANSACTIONS AND BALANCES
  The
amount due to a Director of $968 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 period ended January 31, 2009 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 period, a total of $68,750 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.
  11
  ENHANCE
SKIN PRODUCTS INC.
 formerly
Zeezoo Software Corp.
 (A
Development Stage Company)
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 January
31, 2009
 (unaudited)
 
 NOTE
6. RELATED PARTY TRANSACTIONS AND BALANCES – continued
 
 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.
 
 NOTE
7. 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
8. 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 the line
of business to which the website related.
  NOTE
9. NET OPERATING LOSSES
  As of
January  31, 2009, the Company has a net operating loss carry forward
of approximately $860,898 which will expire for tax loss carry forward purposes
20 years from the date the loss was incurred.
  NOTE
10. OPERATING LEASES AND OTHER COMMITMENTS
  The
Company currently has no operating lease commitments or any other
commitments.
  NOTE
11. 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.
  NOTE 12.
INVENTORY
  The
Company has purchased $16,883 of raw materials which will be used in production
of the Company’s products.  The Company expects to manufacture and
launch its line of skin care products in the fourth quarter of the current
fiscal year.
  12
  ENHANCE
SKIN PRODUCTS INC.
 formerly
Zeezoo Software Corp.
 (A
Development Stage Company)
 NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
 January
31, 2009
 (unaudited)
  NOTE
13. WARRANTS
  Warrants
for 750,000 shares were issued by the Company in August 2008. Specifically, the
Company sold 1,500,000 shares of Common Stock for $1,500,000 to accredited
investors of the Securities Act and issued warrants to purchase 750,000 shares
of Common Stock at an exercise price of 1.40 per share expiring August 14, 2010.
The warrants have not been exercised as of January 31, 2009.  The
Company has attributed $341,141 to warrant expense using the Black Scholes
option price model.
  The
following table summarizes warrants that are issued, outstanding and
exercisable.
 
 Options/WarrantsIssued
      & OutstandingExercise
                                    Price
                                  
                                  Expiration
                                    Date
                                  January
      31,
                                  
                                  January
      31,2009
                                  
                                  20091.40
                                  
                                  Aug-10
                                  
                                  750,000
                                  
                                  
                                  750,000
 
 
      
 
 
 
 13
  ITEM
2.   Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
  Operating
Results
  The
following selected comparative financial information has been derived from and
should be read in conjunction with the financial statements of the Company for
the nine months ended January 31, 2009 and the financial statements of the
Company for the nine months ended January 31, 2008.
  Statement
      of Earnings
                            
                            3
      Months ended
                            
                            
                            9
      Months endedJanuary
      31
                            
                            
                            January
      312009
                            
                            
                            2008
                            
                            
                            2009
                            
                            
                            2008Revenue
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Gross
      Profit
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Loss
      before income taxes
                            
                            
                            (525,605
                            )
                            
                            
                            (3,413
                            )
                            
                            
                            (808,987
                            )
                            
                            
                            (26,165
                            )Net
      loss per share  (1)
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (0.01)
                            
                            
                            
                            (0.01
                            )Total
      Assets
                            
                            
                            725,758
                            
                            
                            
                            24,696
                            
                            
                            
                            725,758
                            
                            
                            
                            24,696,Long-term
      liabilities
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -(1)
      less than $0.01
  Sales
  From the
date of incorporation on November 14, 2006 to January 31, 2009 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 the line of business to which it related.  Therefore
there is no amortization in the first nine months ended January 31, 2009.
Amortization of the website for the first nine months to January 31, 2008 was
$2,250 and for the quarter ended January 31, 2008 amortization was
$1,416.
  General
& administrative expenses incurred for the three months ended January 31,
2009 were $119,172 compared to the $597 incurred in the quarter ended January
31, 2008.    General &administrative expenses for the
nine months ended January 31, 2009 were $254,995 compared to the $5,315 incurred
in the first nine months ended January 31, 2008.  This increase of
$118,575 and $249,680 for the three months and nine months ended January 31,
2009 respectively was a result of the Company incurring overheads in an effort
to make the transition from a development stage company.  Expenses
contributing to this increase in the nine months were $206,406 of remuneration,
$21,338 of office expenses, $33,906 for travel and a foreign exchange gain of
$6,655.
   14
  Operating
Expenses - continued
  Professional
fees in the three months ended January 31, 2009 were $28,429 compared to the
$1,400 incurred in the three months ended January 31,
2008.  Professional fees in the nine months ended January 31, 2009
were $54,787 compared to the $18,600 incurred in the nine months ended January
31, 2008.  The year to date increase of $36,187 is primarily a result
of the cost of financing, the costs associated with the asset purchase
agreement, and the increase in professional fees associated with the increase in
activity.
  In the
period ended January 31, 2009 the Company incurred marketing expenses for the
first time since inception.  The marketing expenses of $37,777 for the
quarter and $161,302 for the nine months ending January 31, 2009, will benefit
future periods and include web site development, product packaging and logo
design.  The Company has also exhibited at trade shows in order to
refine a market approach and advertising strategy.  The Company
believes that current market conditions may provide attractive business
development opportunities that it continues to actively monitor.
  Warrant
expense
 
 Warrants
for 750,000 shares were issued by the Company in August 2008. The Company has
attributed $341,141 to warrant expense using the Black Scholes option price
model.
 
 Interest
income
 
 The
Company earned $3,238 on its cash deposits for the nine months ended January 31,
2009 and $914 during the three months ended January 31, 2009.
 
 Liquidity
and Capital Resources
  Our
principal capital resources have been through the issuance of common
stock.  In the nine months ended January 31, 2009 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 holders 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
January 31, 2009, the Company had working capital of $651,228 as compared to the
working capital deficit of $1,911 at the year ended April 30, 2008.
  At
January 31, 2009 the total assets were $725,758 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 $8,367, prepaid expenses and deposits of $14,681 and inventory of
$16,883.  The cash balance at January 31, 2009 was $634,809 as
compared to the April 30, 2008 balance of $3,704.  This increase of
$631,105 is entirely attributable to the financing which closed on August 14,
2008.
  At
January 31, 2009 accounts payable were $22,544, an increase of $18,544 from the
$4,000 balance at April 30, 2008.  The increase is made up of
primarily professional fees.
  At
January 31, 2009 accounts payable related party of $968 is due to a director and
represents unreimbursed expenses incurred on behalf of the
Company.  The liability has no repayment terms, is unsecured and
without interest.
  
 15
  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.
 
 ITEM
3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
 
 Market
risk is the risk of loss arising from adverse changes in market rates and
prices, such as interest rates, foreign currency exchange rates and
commodity prices. Our primary exposure to market risk is interest rate risk
associated with our short term money market investments. The Company does not
have any financial instruments held for trading or other
speculative purposes and does not invest in derivative financial
instruments, interest rate swaps or other investments that alter interest rate
exposure. The Company does not have any credit facilities with variable interest
rates.
 
 ITEM
4.   CONTROLS AND PROCEDURES
  As
required by Rule  13a-15  under
the  Exchange  Act,  we have  carried
out an evaluation  of the  effectiveness  of the
design and  operation of our company's disclosure  controls
and  procedures as of the end of the period covered by this
quarterly report for the nine months ended January 31,
2009.  This evaluation was carried out under the supervision and with
the participation of our company's management, including our company's president
and chief executive officer. Based upon that evaluation, our
company's president and chief executive officer concluded
that our company's disclosure controls and procedures are effective as at the
end of the period covered by this report.  There have been no
changes in our internal controls over financial reporting that occurred during
our most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect our internal controls over financial
reporting.
  Disclosure
controls and procedures are controls and
other  procedures  that are designed to ensure
that  information required to be disclosed in our  company's
reports  filed or  submitted  under
the  Exchange  Act
is  recorded,  processed, summarized and reported, within
the time periods specified in the Securities and Exchange Commission's rules
and  forms.  Disclosure
controls  and  procedures
include,  without  limitation,  controls and
procedures  designed to ensure that information  required to
be disclosed in our  company's reports filed under the Exchange Act is
accumulated and communicated to management,  including our company's
president as appropriate, to allow timely decisions regarding required
disclosure.
      16
  PART
II - OTHER INFORMATION
  ITEM
1.   LEGAL PROCEEDINGS
  None.
  ITEM
2.   CHANGES IN SECURITIES AND USE OF PROCEEDS
 
 None.
  ITEM
3.   DEFAULTS UPON SENIOR SECURITIES
  None.
  ITEM
4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  On
February 6, 2009, in accordance with the by-laws of the Company, Mr. Donald
Nicholson was appointed to the Board of Directors of the Company by resolution
of the holders of in excess of 50% of the Company’s voting stock.
  ITEM
5.   OTHER INFORMATION






ITEM
6.   EXHIBITS




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




Exhibit
                  Number
                
                Description31.1
                
                Certification  of CEO Pursuant TO 18
      U.S.C. § 1350,
      Section 30231.2
                
                Certification  of CFO Pursuant to 18
      U.S.C. § 1350,
      Section 30232.1
                
                Certification
      Pursuant to 18 U.S.C. §1350,
      Section 90632.2
                
                Certification
      Pursuant to 18 U.S.C. §1350,
      Section 906




(b)  
Reports on Form 8-K




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








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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 19th day of March, 2009.




ENHANCE
      SKIN PRODUCTS INC.Date: 
      March 19, 2009
              By:
              /s/ Dr.
      Samuel S. AsculaiName: 
      Dr. Samuel S. AsculaiTitle: 
        President/CEO, Principal Executive Officer




Date: 
      March  19, 2009
              By:
              /s/ Brian
      LukianName:  Brian
      LukianTitle:    Chief
      Financial Officer, Principal Financial Officer


















18