SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K








x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended   April 30, 2011





o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934





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 incorporation)
(IRS Employer Identification No.)695 South Colorado Boulevard, Suite 480 Denver, Colorado
80246(Address of Principal Executive Offices)
(Zip Code)





Registrant’s telephone number, including area code: (416) 644 8318





Securities to be Registered Pursuant to Section 12(b) of the Act: None





Securities to be Registered Pursuant to Section 12(g) of the Act:





Common Shares, par value $0.001 per share





Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes o   No x





Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.    Yes o   No x





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





Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is contained in this form and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. x





Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer
o
Accelerated filer
oNon-accelerated filer
o(Do not check if a smaller reporting company)
Smaller reporting company
x





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





The aggregate market value of the voting stock held by nonaffiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of April 30, 2011 was approximately $1,065,000. The number of shares outstanding of the Registrant's common stock, as of the latest practicable date, April 30, 2011 was 53,250,000.




















PART I




ITEM 1.   BUSINESS.





NOTE ON FORWARD LOOKING STATEMENTS




This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and may involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.




Although we believe that the expectations  reflected  in the  forward-looking statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of activity,  performance or  achievements.  Except as required by applicable law, including the securities  laws of the United States,  we do not intend to update any of the  forward-looking  statements  to conform  these  statements to actual results.





Our financial statements are stated in United States dollars and are prepared in accordance with generally accepted accounting principles in the United States of America.





In this  annual  report,  unless  otherwise  specified,  all dollar  amounts are expressed in United States dollars.





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





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 Private”), which closed on August 14, 2008, the Company acquired all of the intellectual property and certain liabilities of Enhance Private (the “Assets”). In addition to shares issued for the asset purchase and the cancellation of certain securities of the Company, Enhance Private 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 toEnhance 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.




The market for cosmeceutical products is driven by the increasing desire of customers to look good, coupled with an aging population and the growing availability of high-performance cosmetics. Older consumers in particular, who are no longer willing to accept the inevitability of the onset of the visible effects of aging, are increasingly demanding anti-aging products. Women over the age of 50 are the main target population for cosmeceutical manufacturers. Medical Insight’s June 2011 study on Physician-Dispensed Topicals estimated that the global market for physician-dispensed topicals not including eyelash or skin lighteners reached $324.1 million in 2010 and that growth is predicted at 12.2% per year through 2015. Medical Insight’s Global Aesthetics Market Survey IX (released in April 2011) forecasts that the greatest gains in the aesthetic market will occur in Asia.





The Visible YouthTM skin care line utilizes high purity, medical-grade hyaluronic acid (also called hyaluronan or HA) of specific molecular size to deliver hydration to the skin.  The brand also contains products that are proprietary (patent pending) synergistic formulations of two or more active ingredients that include the specific, medical-grade hyaluronic acid.  Visible YouthTM is formulated to help improve the healthy appearance and feel of skin and addresses the loss of HA-water complex, a natural component of the skin without which the underlying structure of skin collapses.  Visible YouthTM is formulated to help restore the skin’s natural supply of HA-water complex and works to rehydrate the skin at the cellular level. Visible Youth utilizes the same unique fraction of hyaluronan as a respected topical drug delivery product to deliver its active ingredient through to the dermis.  In the case of Visible Youth, the ingredient that we are delivering is water for deep hydration.





Products





Hyaluronan, which is the basis of all Visible YouthTM products, is a naturally occurring sugar polymer of central biological importance.  Hyaluronic acid is present in every tissue of the body.  It has many functions, including stimulating the tissue’s water retention capabilities.  3% of the human body, by dry weight, is composed of HA.  For example, hyaluronic acid is found in the eye and keeps them round and it is








2








found in joints as part of the synovial fluid and acts as a lubricant and shock absorber. However, 56% of the HA in our bodies is found in the skin, where it helps retain moisture and structure. Together with collagen and elastin, HA forms the cement that holds cells together.




Studies have shown (Stern, RJ, 2006, Hyaluronan: Key to Skin Moisture, 246-277, In: Dry Skin and Moisturizers, Loden, M and HI Maibach Eds.) that fragmentation of the HA polymer generates size-specific pieces, or oligomers, with widely differing biological activities. However, it is difficult to synthesize HA free of contaminating glycoprotein, lipids and other tissue material in the laboratory setting. In spite of these drawbacks, many cosmetic and cosmeceutical manufacturers continue to incorporate “cosmetic grade” HA into their products and claim their beneficial effects for their products. This grade of HA can be impure and ill-defined as to molecular size and biological activities and can therefore be less effective.




Dr. Samuel Asculai, our Chief Executive Officer and President, has, in the course of his career, worked to define the size and purity of the HA molecule that would result in maximum hydration, dermal delivery, systematic targeting and safety. His work has resulted in over 30 patents defining the discovery of what the company believes is a HA oligomer of extremely high purity that provides the hydrating, delivery and targeting characteristics not found in “cosmetic grade” HA. The Visible YouthTM line is the product of Dr. Asculai’s work.




The Visible YouthTM skin care line currently has six products, all of which use medical grade HA and are hypoallergenic, non-irritating, fragrance free, non-comodegenic, non-occlusive and oil free:





Visible YouthTM Revitalizing Skin Formula:


Topical treatment of all areas of the face and neck. Replenishing hyaluronate helps to restore, correct and maintain the skin’s optimal moisture balance. Fine and deep lines are diminished over time, while the skin’s tone, texture, color and radiance are improved. This leaves the individual with healthier, more youthful looking skin.





Visible YouthTM Revitalizing Eye Zone Gel:


Addresses the delicate needs of the skin around the eye area. An ultra light gel combining the hydrating benefits of hyaluronate, collagen and glycerin with the healing and antioxidant properties of Vitamin E. It is a safe non-irritating gel that reduces puffiness, smoothes fine lines and improves the elasticity and texture of skin.





Visible YouthTM Revitalizing Moisturizer:


Containing the our specific HA fraction and other healthy emollients, this unique cream delivers hydrating nutrition to the skin and neck and is particularly effective when used after Visible Youth Skin Revitalizing Formula.





Visible YouthTM Revitalizing Cleanser:


A mild, non-soap and non-alkaline gel, Revitalizing Cleanser is formulated for all skin types to gently remove impurities without breaking the acid mantle of the skin.




Visible YouthTM Healing Complex:


A proprietary (patent pending) synergistic formulation of two active ingredients that delivers a restorative formula to treated skin following a professional skin resurfacing procedure.  Developed for use at home, the healing Complex acts as a humectant in combination with bioactive ceramic micro-particles to aid in healing.  The Healing Complex also provides anti-microbial and anti-inflammatory properties while actively helping to attenuate redness.





Visible YouthTM Healing Complex Plus 3% Lidocaine:


For Physician use only, this is the Healing Complex with 3% Lidocaine added to be applied immediately after a professional skin-resurfacing procedure.  Lidocane helps relieve pain and discomfort while decreasing irritation.





Product Development





We have developed a number of additional products, which include an anti-aging cream, wrinkle cream, toner and facial mist.  The Company plans to further develop products for different skin tones.





Markets





Cosmeceutical products with therapeutic elements in their composition are enjoying increased popularity in worldwide markets.  As a greater number of women are visiting dermatologists and expressing concerning about the health of their skin, cosmeceuticals provide answers to their cosmetic and health needs.  Products such as anti-aging creams, tanning lotions and shampoos are beginning to incorporate medicinal grade ingredients and nutritional supplements in order to improve their efficiency and respond to market demand.






3








Aging baby boomers (those born between 1946 and 1964) are a driving force behind this trend.  As they age, this segment of the population is more willing to pay to repair the signs of aging and skin damage.  The Company targets this age group generally (as studies have shown that men are only slightly less likely to pay a premium for cosmeceuticals tailored to their specific requirements) with few demographic restrictions, with a prospect base in North America, Europe and Asia.





The targeted consumers represent a proven market for cosmeceutical products as they (i) are better educated than previous generations, (ii) possess more disposable income than their predecessors and (iii) are open to new ideas and technology.  This targeted group is able to access Visible YouthTM products through convenient online and offline access.





It was Enhance Skin Products’ original plan to reach the targeted consumers through what is known as the Direct Dispense method; that is selling the Visible Youth products, through the services of independent aesthetic sales representatives, exclusively through physician offices, Medical Spas and licensed aestheticians, and supplemented by online sales with appropriate credit paid to back to referring physicians and aestheticians.  Accordingly the initial production run and web site shopping cart were completed in June 2009.





During the second half of 2009, it became apparent that due to the current recession, the Direct Dispense business model in the US was changing.  Because of the attrition of funding sources, aesthetic sales reps had to commit increased time and effort helping customers finance equipment purchases, making them reluctant to spend time promoting the sale of lower commission products such as cosmecueticals. This, coupled with the reticence of patients to pay premium prices for unfamiliar brands, made it difficult for the Company to recruit independent sales reps. Sales representatives who did join the Company reported that physician offices were cutting back on product offerings due to the economic climate.





As a result, in spite of concerted efforts, attempts to generate Visible Youth product sales traction via the Direct Dispense channel have, thus far, been unsuccessful. Despite news of a nascent recovery and Medical Insight’s forecast of 13.1% future annual growth in cosmeceuticals through 2013, the challenges to the Direct Dispense route to the market persist.  Management of the Company has concluded, therefore, that the Company should reposition the Visible Youth product line in North America so as to be able to pursue a Direct to Consumer (DTC) marketing program in addition to a refocused Professional, Direct Dispense approach.





Distribution Methods and Marketing Strategy





Direct to Consumer (DTC)





To help the Company create a DTC program with the goal of an average 75% gross profit margin, Management has retained the services of a DTC expert, Mr. Steve Sheiner.  This individual will provide access to affiliate networks utilizing new communication tools such as blogs, web-based social networks (Facebook, Twitter), email, etc., to introduce, and acquire customers for the selected Visible Youth DTC products. This will require modification to and expansion of the Shopping Cart contained in the current Visible Youth web site (www.visibleyouth.com). In addition, Management will explore electronic retailing DTC networks such as the Home Shopping Network, QVC, ShopNBC, to increase brand recognition and generate sales of the DTC signature products.





The Visible Youth Direct to Consumer product line will consist of the existing Revitalizing Skin Formula, Revitalizing Eye Zone Gel, Revitalizing Moisturizer and Cleanser products.  Current containers and cartons will be utilized until inventory is depleted at which point less costly packaging will be sourced.  Additional HA products containing a medium strength SPF and/or peptides will be considered.





Direct Dispense (Professional)





In anticipation of an improving economic climate in 2011-2015, we will continue with our refocused “post procedure” Direct Dispense efforts for The Healing Complex Plus 3% Lidocaine and The Healing Complex, but under the new premium Visible Youth “Professional” brand.  We will add the bioactive Vitryxx and a high level SPF to the Revitalizing Skin Formula, the Eye Zone Gel and the Moisturizer so that all 4 Visible Youth “Professional” products will contain Vitryxx in combination with HA and can be directly positioned as a collective post skin resurfacing protocol. As part of that repositioning, we will offer a 16 ounce “back of shelf” jar of The healing Complex Plus 3% Lidocaine for physician office use.  Additional Visible Youth “Professional” products will be developed such as a mask including HA and Vitryxx.




In order to reposition the Healing Complex as the core of a post skin resurfacing procedure protocol, we must complete a limited clinical evaluation. As the Company has insufficien funds this clinical study has not been done.  If we are successful in this endeavor, it will assist in establishing the credibility necessary to facilitate an approach to physicians.  Our initial Direct Dispense focus will be the aesthetics practices of dermatologists who are familiar with Solaraze, the prescription dermatology product that utilizes the same fraction of hyaluronan as Visible Youth to deliver its active ingredient through to the dermis.  In the case of Visible Youth, the ingredient that we are delivering is water for deep hydration.






4








International


Through the efforts of our Singapore based sale agent for Asia, we have been approached by parties who are interested in establishing regional filling operations so as to reduce the considerable costs of shipping product to Asian customers. It is our plan to attempt to source 1 to 2 filling operations in Asia so that we can send finished ingredients in bulk to Asia to be filled in locally sourced containers and packaging. We will pursue a similar strategy for Europe.




Strategy


In summation, the Company’s overall marketing strategy is to continue to develop and market a full line of cosmeceutical products, the main active ingredient of which is HA. All Visible YouthTM products are intended to be competitively priced in the mid- to upper-quadrant of high quality products and brands.




Whether directed to the DTC or Professional market, our marketing efforts will continue to be focused on clearly defining the company/product message of highly effective skin hydration (It’s The Molecule!TM)to create user awareness and demand for the company’s products and to establish the Visible YouthTM brand as a pioneer and leader in the category. The Visible Youth “Professional” products will be positioned as the premier protocol for post skin resurfacing procedures to which end we will attend three to four national trade shows on an annual basis.




Raw Materials and Suppliers





Medical grade hyaluronan is supplied by a number of manufacturers world wide. The Company secures its supply from a fermentation expert.





Competition





The cosmetics industry is highly competitive. We expect to compete on the basis of brand awareness, product functionality, design, quality, pricing, marketing, order fulfillment and delivery. Our competitors include a number of multinational manufacturers, some of which are larger and have substantially greater resources than we do, and which may therefore have the ability to spend more aggressively on advertising and promotion and have more flexibility to respond to changing business and economic conditions. Our products also compete with similar products sold in prestige channels, such as department stores, high-end specialty retailers, door-to-door, through television and infomercials or through mail-order or telemarketing by representatives of direct sales companies.





ITEM 1A.   RISK FACTORS.





As a smaller reporting company, the Company is not required to provide information under this Item 1A.





ITEM 1B.   UNRESOLVED STAFF COMMENTS.





Not applicable.





ITEM 2.   PROPERTIES.





Our principal executive offices are located at 695 S. Colorado Blvd, Suite 480, Denver Colorado, 80246.





ITEM 3.   LEGAL PROCEEDINGS.





We are not aware of any material legal proceedings, other than ordinary routine litigation incidental to the business, to which our Company or any of our subsidiaries  are a party or of which any of their property is the subject.  We are not aware of any material proceedings to which any director, officer or affiliate of the our Company, any owner of record or beneficially of more than five percent of any class of voting securities of the our Company, or any associate of any such director, officer, affiliate of our Company, or security holder is a party adverse to our Company or any of its subsidiaries or has a material interest  adverse to our Company any of its subsidiaries.





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





None.




PART II





ITEM 5.   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.





Our common stock is quoted on the OTCBB under the symbol "EHSK."






5








Shares of our common stock are issued in registered form.  Globex Transfer, LLC. 789  Deltona Blvd., Deltona, FL, 32725 (Telephone:  (386) 206-1133; Facsimile:  (386)  278-3124) is the registrar and transfer  agent for our common shares.  On April 30, 2011 we had 53,250,000 shares outstanding.





DIVIDENDS





We have not declared any dividends since incorporation and do not anticipate that we will do so in the foreseeable future. Although there are no restrictions that limit the ability to pay dividends on our common shares, our intention is to retain future earnings for use in our operations and the expansion of our business.





EQUITY COMPENSATION PLAN INFORMATION





We have not adopted any equity compensation plans.





PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS





We did not purchase any of our shares of common stock or other securities for the year ended April 30, 2011.





RECENT SALES OF UNREGISTERED SECURITIES





On August 3, 2010, the Company entered into a Stock Purchase Agreement (“SPA”) with Crisnic Fund S.A..  Pursuant to the SPA, the Company sold 750,000 shares of the Company’s Common Stock to Crisnic for an aggregate purchase price of U.S.$30,000.  The sale of these securities was made in reliance on the exemption from registration provided by Section 4 “2” of the Securities Act of 1933.




On November 4, 2010, the Company entered into a Stock Purchase Agreement (“Second SPA”) with Crisnic.  Pursuant to the Second SPA, the Company sold 1,500,000 shares of the Company’s common stock to Crisnic for an aggregate purchase price of U.S.$30,000.  The sale of those shares was made in reliance on the exemption from registration provided by Section 4 ‘2’ of the Securities Act of 1933.




ITEM 6.   SELECTED FINANCIAL DATA.





Not applicable





ITEM 7.   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 year ended April 30, 2011.




Fiscal Year ended April 30,2010


2011


$ Change


% ChangeTotal Sales

$
1,376


$
5,399


$
4,023



292.4
%Cost of goods sold


243



2,450



2,207



908.2
%Inventory impairment


-



75,535



75,535



100.00
%Gross (loss) profit


1,133



(72,586
)


(73,719
)


-6506.5
%Operating expenses


740,651



833,358



92,707



12.5
%Net loss befor other items


(739,518
)


(905,944
)


(166,426
)


-22.5
%Other itemsInterest income


(344
)


-



344



-100.00
%Write off intangible assets


-



77,440



77,440



100.00
%Legal settlement expense


-



36,714



36,714



100.00
%Net loss

$
(739,174
)

$
(1,020,098
)

$
(280,924
)


-38.0
%Net loss per share

$
(0.02
)

$
(0.02
)

$
0.00



0.0
%Total assets

$
172,704


$
5,410


$
(167,294
)


-96.9
%Working capital

$
(327,896
)

$
(1,107,718
)

$
(779,822
)


-237.8
%














6








Balance sheet – April 30, 2011




Cash




At April 30, 2011 the Company had $1,753 of cash on hand a decrease of $1,130 from the April 30, 2010 balance of $2,883.




Sales tax recoverable




The Company recovers sales tax paid, which is filed on a quarterly basis. At April 30, 2011 $3,574 was claimed as recoverable compared to the April 30, 2010 balance of $580. The decrease is due to there being four quarters recoverable at April 30, 2011 whereas the April 30, 2010 balance represents only one quarter. Sales tax recoverable is a result of sales tax paid on expenses.




Prepaids and deposits




At April 30, 2011 the balance of prepaid insurance was $83 a decrease of $2,783 from the April 30, 2010 balance of prepaid insurance of $2,866. The $2,866 balance at April 30, 2010 relates to the Company’s product liability insurance. Due to the fact the Company’s sales in fiscal 2010 were less than forecast a refund of the insurance premium was due and was considered as a prepayment for the subsequent years product liability insurance. As Sales have continued to be below expectations product liability insurance continued to decrease and as a result the prepaid insurance has also decreased.




Inventory





At April 30, 2011 there has been insufficient sales since the products were manufactured and available for sale. The Company has been unable to implement its marketing plan during this period as a result of insufficient cash. The Company has been unsuccessful for the past two years in its effort to raise sufficient funds to implement its marketing strategy. As a result of not being able to implement the marketing strategy sales for the past two years have been insignificant. At the time of preparing this Form 10-K the Company is continuing its efforts to secure adequate financing however to date the efforts have been unsuccessful and there is no reason to believe sales will increase without having these funds to implement the marketing plan. The company has therefore made the decision to impair the value of the inventory to nil.




During the year ended April 30, 2011 no inventory was added and at April 30, 2011 $75,535 was the amount of the impairment. The April 30, 2010 balance consisted of $34,994 of finished goods and $43,798 of raw materials.




Patent Applications




At April 30, 2010 the Company had capitalized $52,673 of patent applications on the Company’s products. During the 2011 fiscal year the Company did not capitalize any additional patent applications, therefore the $52,673 capitalized balance remained unchanged at April 30, 2011. The Company had been amortizing patent applications over the 17 year life of the patents and had amortized the patents by $2,634 during the year ended April 30, 2011. The unamortized balance of patent applications at April 30, 2011 was $47,405. At year end the Company evaluated the patent applications for impairment. The Company does not expect sales to increase in the future unless adequate financing can be sourced. At this time despite the ongoing efforts of management the Company does not have any prospects for financing. The Company has no expectations of sales increasing without adequate financing and therefore has impaired the value of patent applications to a value of nil. The impairment at April 30, 2011 is $47,405.




Trademarks




At April 30, 2010 the Company had capitalized $45,053 of Trademark registration costs. During the 2011 fiscal year the Company did not capitalize any additional trademark costs, therefore the balance remained unchanged at $45,053. The Company had been amortizing the cost of trademarks over a six year period and had amortized the trademarks by $7,509 during the year ended April 30, 2011. The unamortized balance of trademarks at April 30, 2011 was $30,035. At year end the Company evaluated the trademarks for impairment.




As sales have commenced in fiscal 2010 the Company has started amortizing the trademarks for the first time . The Trademarks registration requires renewal in 6 years therefore amortization is being applied on a straight-line basis over 6 years. Amortization for the year ended April 30, 2010 is $7,509 resulting in a net balance for patents of $37,544.




The Company does not expect sales to increase in the future unless adequate financing can be sourced. At this time despite the ongoing efforts of management the Company does not have any prospects for financing. The Company has no expectations of sales increasing without adequate financing and therefore has impaired the value of patent applications to a value of nil. The impairment at April 30, 2011 is $30,035.




In July 2011, the Company received a trademark for Visible Youth in the European Union.






7








Accounts payable and accrued liabilities





At April 30, 2011 accounts payable and accrued liabilities was $56,971 a decrease of $69,281 from the April 30, 2010 balance of $126,252.  Included in this decrease is $100,625 of unpaid remuneration to a consultant to the Company.   In the fiscal year ended April 30, 2011 this consultant became a related party and his balance at April 30, 2011 is included in the convertible debenture related party.  After adjusting for this item trade payables have increased by $31,244 which is a result of the Company having insufficient cash.





Accounts payable related party





The balance at April 30, 2011 of $953,350 increased by $738,178 from the $217,172 balance at April 30, 2010.  At April 30, 2011 this balance $953,350 consisted of unreimbursed expenses $9,892 to officers and a $35,231 legal settlement expense to a director which is described in detail in note 8 of the included financial statements and unpaid remuneration to related party management.  The balance at April 30, 2010 of $217,172 also included unpaid remuneration to the CEO, CFO and COO.





Advances related party





During the year ended April 30, 2011 as the company’s cash was depleted the CEO and Director advanced funds to the Company to pay for critical expenses.  These advances are unsecured, not interest bearing and there are no repayment terms.  The balance at April 30, 2011 of $99,233 increased by $30,220 from the balance at April 30, 2010 of $69,013.





Common Stock





At April 30, 2011 there were 53,250,000 shares of common stock issued out of the authorized 100,000,000 common shares.  The par value of the common shares is $0.001 resulting in common stock of $53,250.  This is an increase of 4,000,000 shares from the total stock issued at April 30, 2010.





On August 3, 2010 according to the terms of Indirect Primary Offering Agreement (“IPOA”) and a Registration Rights Agreement (“RRA”) with Crisnic Fund S.A. mentioned in Note 5 of the included financial statements the Company issued 1,750,000 shares of its common stock.   As the closing price of the Company’s stock at this time was $0.06 the Company recoded a professional fee expense of $105,000 as the cost of this issue.  This transaction therefore resulted in an increase to common stock by $1,750 and an increase to additional paid in capital of $103,250.





On August 3, 2010 the Company sold 750,000 shares of Common Stock at $0.04 per share for total proceeds of $30,000.   This resulted in and increase to common stock of $750 and an increase to additional paid in capital of $29,250.  On November 4, 2010 the Company sold 1,500,000 shares of Common Stock at $0.02 per share for total proceeds of $30,000. This resulted in an increase to common stock of $1,500 and an increase to additional paid in capital of $28,500.





Additional paid-in Capital





At April 30, 2011 the balance of additional paid in capital was $1,498,055 an increase of $161,000 from the previous year end balance at April 30, 2010 of $1,337,055.  This increase is the result of the three transactions specified above.





Accumulated other comprehensive income





The Company has a 100% owned subsidiary in Canada.  In the consolidation of the Canadian subsidiary a translation adjustment was incurred which is not reflected in the statement of operations.  This translation adjustment is maintained in the consolidated statement of stockholders’ equity.  The balance at April 30, 2011 was $(3,149) a decrease of $9,313 from the April 30, 2010 balance of $6,164.





Statement of Operations – April 30, 2011





Sales





Sales for the year ended April 30, 2011 continued to be disappointing at $5,399 compared to the previous year of $1,376.  The Company is presently attempting to raise equity financing in order to increase activity in a direct to consumer marketing campaign.





Gross profit




Included in the cost of sales is the impaired inventory of $75,535. Without this impairment gross profit for the year ended April 30, 2011 was $2,949 or 54.6% of sales compared to the $1,133 or 82.3% of sales for the year ended April 3, 2010. In an attempt to increase sales in 2011 there were several sales made to distributors at a very low gross profit. This accounts for the overall decrease








8








in gross profit percentage in the year ended April 30, 2011. After including the impairment for inventory there is a gross loss of $72.586 for the year ended April 30, 2011 compared to a gross profit of $1,133 for the year ended April 30, 2010.




At April 30, 2011 the value of finished good inventory was $31,737 and the value of raw materials were $43,798. Both of these inventory categories were considered impaired and written down to nil for a combined expense of $75,535.





Operating Expenses





Our operating expenses are classified primarily into the following categories.





General & administrative.


General & administrative expenses incurred for year ended April 30, 2011 were $645,756 compared to the $552,120 incurred in the year ended April 30, 2010.  The increase was $93,636 or 16.96%.   The increase can be attributed to the increase in remuneration.





Remuneration is 95% of the total general & administrative expense in 2011.  In the year ended April 30, 2011 remuneration was  $596,315 an increase of $100,610 from the $495,705 recorded in the year ended April 30, 2010.  At year end $493,705 of the total 2011 remuneration is unpaid and included in accounts payable to related party at April 30, 2011.  Travel expense in 2011 was $2,392 compared to the $20,012 incurred in 2010.  Rent expense was $18,241 in 2011 compared to $16,970 in 2011.  Corporate expense relating to public company disclosure of $8,684 in 2011 compared to $7,005 in 2010.  Product liability insurance of $962 compared to $557 in 2010.  Office expense was $9,976 compared to $7,925 in 2010.  Bank charges were $1,321 in 2011 compared to $1,196 in 2010 and foreign exchange gain of $11,260 compared to the 2010 loss of $2,750.





Professional fees.


Professional fees in the year ended April 30, 2011 were $170,129 compared to the $77,090 incurred in the year ended April 30, 2010.  In 2011   legal expenses were $28,000, and audit expenses were $20,897 whereas in 2010 these expenses were $46,606 and $23,040 respectively.  The increase in professional fees for 2011is the direct $105,000 cost incurred for the Indirect Primary Offering Agreement (“IPOA”) and a Registration Rights Agreement (“RRA”) with Crisnic Fund S.A. mentioned in Note 5 whereby the Company issued 1,750,000 shares of its common stock.





Marketing


In 2011 Marketing expenses were $17,474 compared to $111,441 in 2010 a decrease of $94,967.  In 2011 the Company spent $3,750 on web site development a decrease of $47,357 from the $51,107 in 2010.  This decrease was due to the fact the web site was completed and no further expenditures were required.  The other reason for the decrease of $93,039 was due to a decrease in advertising and trade show activity.  In 2011 the Company’s cash flow did not permit any further expenditures on trade shows and the related advertising activities.  Advertising expense in 2011 was $1,490 compared to $8,785 in 2010.  Trade shows and travel were $292 in 2011 compared to $23,830 in 2010.  Remuneration was nil in 2011 and $10,000 in 2010.  Clinical research selling costs were nil in 2011 and were $6,459 in 2010.  Warehousing costs for the Company’s finished goods inventory were $1,799 in 2011 compared to $1,117 in 2010.  In addition the Company incurred $10,143 of amortization expense of the intangible assets related to the Company’s products in both 2011 and 2010.





Other Items





Interest income.





In the year ended April 30, 2011 the Company had no surplus funds and, thus, did not earn any interest income. In the year ended April 30, 2010 the Company had a small amount of surplus funds and earned $344 of interest income.





Legal settlement expense.





On July 12, 2010 the Company entered into a Termination and Settlement Agreement (the "Settlement Agreement") with Mercuriali Ltd., a company controlled by Donald Nicholson, a director of the Company (“Mercuriali”).  The Settlement Agreement terminated a Letter of Intent between the Company and Mercuriali regarding a proposed merger between the Company and Mercuriali as part of a larger transaction involving the reverse merger of the Company into a company listed on AIM, a sub-market of the London Stock Exchange.  Neither the merger between Mercuriali and the Company, nor the reverse merger of the Company and the AIM listed company took place.  Under the Settlement Agreement, the Company agreed to pay Mercuriali expenses incurred pursuant to the Letter of Intent of GBP22,082 payable at a rate of 5% of gross funds raised by the Company. After receiving proceeds from any future financing the Company will pay 5% of the gross proceeds to Mercuriali until the GBP22,082 has been paid.  Other than the items provided for in the Termination Agreement, the Company and Mercuriali released each other from all claims relating to the Letter of Intent. Therefore, for the year ended April 30, 2011 the Company recorded the amount of $36,714, as compared to nil for the corresponding period ending April 30, 2010.






9








Write off intangible assets





At year end April 30, 2011 the Company reviewed the intangible assets for impairment.  As a result of the previous two years of disappointing sales it was decided to write down these assets to nil.  At April 30, 2011 after taking the years amortization the unadjusted net book value of Patent applications were $47,405 and the net book value of the trademarks were $30,035.  Both of these assets were written down to nil for a combined expense of $77,440.





Liquidity and Capital Resources





In the year ended April 30, 2011 the CEO, director made further advances to the Company of $30,220.  In the year ended April 30, 2010 the CEO made advances of $69,013.  At April 30, 2011 the total advances to the Company by the CEO was $99,233.





At April 30, 2010, the Company had a working capital deficit of $1,107,718 compared to a working capital deficit of $327,896 at the year ended April 30, 2010.  The decrease is due entirely to the continued losses of the Company.





At April 30, 2010 the total assets were $5,410 as compared to the total assets $172,704 at April 30, 2010.  The decrease of $167,294 is almost entirely due to the impairment of inventory and intangible assets.





Financing





On August 3, 2010, the Company entered into an Indirect Primary Offering Agreement (“IPOA”) and a Registration Rights Agreement (“RRA”) with Crisnic Fund S.A. (“Crisnic”).  Pursuant to the IPOA, the Company, in its sole discretion, has the right to sell to Crisnic and Crisnic has the obligation to purchase, through advances to the Company, shares of the Company’s common stock subject to the terms of those agreements and subject to a maximum aggregate purchase of Two Million Dollars ($2,000,000). Crisnic is not required to purchase those shares, unless those shares have been registered for resale and are freely tradable in accordance with the federal securities laws, including the Securities Act of 1933, as amended.  The Company is obligated to file with the Securities and Exchange Commission a registration statement on Form S-1 within thirty (30) days from the date of the RRA registering only the shares subject to registration under the IPOA and to use all commercially reasonable efforts to have such registration statement declared effective at the earliest possible date.  The Company has agreed to pay Crisnic (i) due diligence expenses of $10,000.00; (ii) 1,750,000 shares of its common stock; and (iii) 1% of the amount of each advance made by Crisnic under the IPOA.




On August 3, 2010, the Company entered into a Stock Purchase Agreement (“First SPA”) with Crisnic.  Pursuant to the First SPA, the Company sold 750,000 shares of the Company’s common stock to Crisnic for an aggregate purchase price of U.S.$30,000.  The sale of those shares was made in reliance on the exemption from registration provided by Section 4’2’ to the Securities Act of 1933.




On November 4, 2010, the Company entered into a Stock Purchase Agreement (“Second SPA”) with Crisnic.  Pursuant to the Second SPA, the Company sold 1,500,000 shares of the Company’s common stock to Crisnic for an aggregate purchase price of U.S.$30,000.  The sale of those shares was made in reliance on the exemption from registration provided by Regulation D to the Securities Act of 1933 as Crisnic is an accredited investor as defined therein.




As of filing of this Form 10-K Crisnic has not made any additional purchases of the Company’s common stock.  The Crisnic funds available for this purpose were diverted by Crisnic for other purposes.




The Company is presently seeking equity financing to launch it’s planned direct to consumer sales campaign as well as for general working capital requirements.  In the year ended April 30, 2011 the Company relied on advances from the CEO and director of $30,220 and the $60,000 raised through Crisnic as well as all related party management continuing to accrue unpaid remunerations.




ITEM 7A.   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.










10








ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.








SEALE AND BEERS, CPAs


PCAOB & CPAB REGISTERED AUDITORS


www.sealebeers.com






REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Board of Directors and Stockholders of


Enhance Skin Products, Inc.






We have audited the accompanying balance sheets of Enhance Skin Products, Inc. as of April 30, 2011 and 2010, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended. Enhance Skin Company’s management is responsible for these financial statements.  Our responsibility is to express an opinion on these financial statements based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.





In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Enhance Skin Products, Inc. as of April 30, 2011 and 2010, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 4 to the financial statements, the Company has negative working capital at April 30, 2011, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern.  Management’s plans concerning these matters are also described in Note 4.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.








/s/ Seale and Beers, CPAs





Seale and Beers, CPAs


Las Vegas, Nevada


August 19, 2011



















50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351





11






ENHANCE SKIN PRODUCTS INC.CONSOLIDATED BALANCE SHEETSApril 30


April 302011


2010ASSETSCurrentCash


$
1,753


$
2,883Prepaids & deposits


83



2,866Inventory


-



78,792Total current assets


1,836



84,541Other assetsSales tax receivable


3,574



580Intangible assets net of amortization of $10,143 and $10,143 respectively


-



87,583Total other assets


3,574



88,163Total assets

$
5,410


$
172,704LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilitiesAccounts payable and accrued liabilities

$
56,971


$
126,252Accounts payable to related party


953,350



217,172Advances related party


99,233



69,013Total current liabilities


1,109,554



412,437Stockholders' equity (deficit)Authorized:200,000,000 and 100,000,000 common shares par value $0.001as of April 30, 2011 and April 30, 2010, respectivelyIssued and outstanding 53,250,000 and 49,250,000 as ofApril 30, 2011 and April 30, 2010, respectively


53,250



49,250Additional paid-in capital


1,498,055



1,337,055Accumulated other comprehensive income


(3,149
)


6,164Deficit



(2,652,300
)


(1,632,202
)Total stockholders' equity (deficit)


(1,104,144
)


(239,733
)Total liabilities and stockholders' equity

$
5,410


$
172,704




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




12






ENHANCE SKIN PRODUCTS INC.CONSOLIDATED STATEMENTS OF OPERATIONSFor the Years ending April 30, 2011 and April 30, 2010For the years endedApril 30


April 302011


2010Revenue

$
5,399


$
1,376Cost of goods sold


2,450



243Inventory impairment


75,535



-Gross (loss) profit


(72,586
)


1,133EXPENSESOperating expensesGeneral & administrative


645,756



552,120Professional fees


170,128



77,090Marketing


17,474



111,441833,358



740,651Net loss before other items


(905,944
)


(739,518
)Other itemsInterest income


-



(344
)Legal settlement expense


36,714



-Write off intagible assets


77,440



-Net loss before income taxes


(1,020,098
)


(739,174
)Provision for income taxes


-



-Net loss

$
(1,020,098
)

$
(739,174
)Basic and diluted loss per common share

$
(0.02
)

$
(0.02
)Weighted average number of commonshares outstanding


51,837,671



49,250,000








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




13






ENHANCE SKIN PRODUCTS INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITYFor the years ending April 30, 2011 and April 30, 2010AccumulatedAdditional


other





TotalCommon Stock


paid in


comprehensive


StockholdersShares


Amount


Capital


income


Deficit


EquityBalance April 30, 2009


49,250,000


$
49,250


$
1,337,055


$
10,297


$
(893,028
)

$
503,574Translation adjustment














(4,133
)






(4,133
)Net loss for the  period


















(739,174
)


(739,174
)Balance April 30, 2010


49,250,000



49,250



1,337,055



6,164



(1,632,202
)


(239,733
)Common stock sold at $0.04 per share for cash


750,000



750



29,250











30,000Common stock issued with indirectprimary offering agreement for services


1,750,000



1,750



103,250











105,000Common stock sold at $0.02 per share for cash


1,500,000



1,500



28,500











30,000Translation adjustment














(9,313
)






(9,313
)Net loss for the  period


















(1,020,098
)


(1,020,098
)Balance April 30, 2011


53,250,000


$
53,250


$
1,498,055


$
(3,149
)

$
(2,652,300
)

$
(1,104,144
)








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




14






ENHANCE SKIN PRODUCTS INC.CONSOLIDATED STATEMENTS OF CASH FLOWSFor the Years ending April 30, 2011 and April 30, 2010For the years endedApril 30


April 302011


2010CASH FLOWS FROM OPERATING ACTIVITIESNet loss for the period

$
(1,020,098
)

$
(739,174
)Amortization of intangible assets


10,143



10,143Stock issued for services


105,000



-Changes in operating assets and liabilities:Sales tax recoverable


(2,994
)


8,029Prepaids & deposits


2,783



16,362Inventory


78,792



(35,179
)Write off intangible assets


77,440



-Accounts payable and accrued liabilities


(69,281
)


109,748Accounts payable to related party


736,178



216,913Cash flows from operating activities


(82,037
)


(413,158
)CASH FLOWS FROM INVESTING ACTIVITIESPatent applications


-



(9,507
)Trademarks


-



(938
)Cash flows from investing activities


-



(10,445
)CASH FLOWS FROM FINANCING ACTIVITIESProcceds from issuance of common stock


60,000



-Proceeds from related party advances


30,220



69,013Cash flows from financing activities


90,220



69,013NET INCREASE (DECREASE) IN CASH


8,183



(354,590
)Effect of foreign currency translation adjustments


(9,313
)


(4,133
)Cash, beginning of the period


2,883



361,606Cash, end of the period

$
1,753


$
2,883Supplemental disclosure with respect to cash flows:Cash paid for income taxes

$
-


$
-Cash paid for interest

$
-


$
-Included in changes to accounts payable related party are non cash items of $25,854 and $9,195 at April 30,2011 and April 30, 2010 respectively.The Company issued stock for services (non-cash activity) in the year ended April 30, 2011 in the amountof $105,000, which is reflected as a part of the Operating Activites of the Company above




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


15
  
 ENHANCE SKIN PRODUCTS INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 April 30, 2011
   NOTE 1.   GENERAL ORGANIZATION AND BUSINESS
 
 Enhance Skin Products Inc. (“Company”), (formerly Zeezoo Software Corp.) was originally incorporated under the laws of the state of Nevada on November 14, 2006.
 
 Pursuant to an Asset Purchase Agreement by and between the Company and Enhance Private which closed on August 14, 2008, the Company acquired the Assets of Enhance Private. In addition to shares issued for the asset purchase and the cancellation of certain securities of the Company, Enhance Private has acquired approximately 57.6% of the Common Stock of the Company.  On August 28, 2008 the Company changed its name to Enhance Skin Products Inc.
 
 For accounting purposes, this transaction was treated as an acquisition of Zeezoo Software Corp. and a recapitalization of Enhance Skin Products Inc.  Enhance Private is the accounting acquirer and the results of its operations carryover.  Accordingly, all prior year financial statements presented for comparative purposes are those of Enhance Private and not Zeezoo Software Corp. Accordingly, the operations of Zeezoo Software Corp are not carried over and will be adjusted to $0.  Immediately prior to the Merger, Zeezoo Software Corp had minimal assets and liabilities.
 
 The financial statements are presented based on this recapitalization, whereby the Company has 49,250,000 common shares outstanding as of August 14, 2008.
 
 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 material inter-company accounts and transactions have been eliminated on consolidation.
 
 NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 The Company maintains its accounts on the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America. The accompanying financial statements of The Company, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (SEC). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations have been reflected herein below:
 
 CASH AND CASH EQUIVALENTS
 Cash and cash equivalents include cash and all highly liquid financial instruments with original purchased maturities of three months or less.  At various times during the previous year, the Company maintained cash balances in excess of FDIC insurable limits. Management feels this risk is mitigated due to the longstanding reputation of these banks.  At April 30, 2010 the Company had a cash balance of $2,883 compared to a cash balance of $1,753 at April 30, 2011.
 
 FAIR VALUE OF FINANCIAL INSTRUMENTS
 The Company's financial instruments consist of cash and cash equivalents, sales tax receivable and prepaids & deposits. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements
 
 INVENTORIES
 Inventories are valued at the lower of cost or market.  The cost is determined by using the average cost method.  As a result of insignificant sales over the past two years the Company wrote down the value of inventory to nil at April 30, 2011.
 
 SALES
 Sales revenue includes the sales price for the product as well as the charges paid by the customer for shipping and handling.
 
 SALES RETURN POLICY
 The Company will accept returns for damaged goods only, the goods must be returned unused and in the original packaging.  To date there have been no returns.  The Company is presently determining an appropriate provision for returns and allowances which will be applied on future sales.  Although the Company has written down the inventory to nil as the value of the inventory is considered to be impaired due to lack of significant sales the products are still available for sale on the Company’s web site.
   16
 
 
 COST OF GOODS SOLD
 Includes the cost of the product as well as the shipping and handling costs related to the sale.
 
 USE OF ESTIMATES
 
 The preparation of financial statements in conformity with US 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’s revenue is generated primarily from the sale of its line of skin care products.  The products are held by a fulfillment center.  The fulfillment center also arranges the shipment of these products to our customers.
 
 The Company recognizes product sales generally at the time the product is shipped. In certain instances the Company recognizes revenue on a C.O.D. basis. Concurrent with the recognition of revenue, the Company is determining a suitable provision for the estimated cost of product returns. Once this provision is determined revenue will be reduced for estimated product returns. However, as of April 30, 2011 there have been no product returns. Sales incentives are classified as a reduction of revenue and are recognized when revenue is recognized. Shipping and handling charges to the customer are included in revenue and the associated costs are included in cost of goods sold. Although the Company has written down the inventory to nil as the value of the inventory is considered to be impaired due to lack of significant sales the products are still available for sale on the Company’s web site.
 
 ADVERTISING EXPENSE
 
 The Company’s policy regarding advertising is to expense advertising when incurred.  Advertising expense was $1,490 and $8,787 for the year ended April 30, 2011 and April 30, 2010 respectively.
 
 LONG-LIVED ASSETS
 
 We review our long-lived assets, which include intangible assets subject to amortization, for recoverability whenever events or changes in circumstances indicate that the carrying amount of such long-lived asset or group of long-lived assets (collectively referred to as "the asset") may not be recoverable. Such circumstances include, but are not limited to:
 
 ▪
a significant decrease in the market price of the asset;
 
 ▪
a significant change in the extent or manner in which the asset is being used;
 
 ▪
a significant change in the business climate that could affect the value of the asset;
 
 ▪
a current period loss combined with projection of continuing loss associated with use of the asset;
 
 ▪
a current expectation that, more likely than not, the asset will be sold or otherwise disposed of before the end of its previously estimated useful life.
 
 At April 30, 2011 as a result of insignificant sales over the past two years the Company wrote down the value of long lived asserts to nil.
 
 BASIC AND DILUTED LOSS PER SHARE
 
 The Company reports basic loss per share in accordance with the FASB ASC 260, “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. Product development expenses were nil and nil for the years ended April 30, 2011 and April 30, 2010 respectively.
   17
 
 
 INCOME TAXES
 
 Income taxes are provided in accordance with FASB ASC 740 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.
 
 FOREIGN CURRENCY TRANSACTIONS
 
 The Company’s functional currency is the Canadian dollar (“CDN”).  The Company translates from the functional currency to U.S. dollars using the current rate method in accordance with FASB ASC 830.  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 FASB ASC 830.
 
 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 costs of design, configuration, coding, installation and testing of the Company’s website.  These costs are expensed as they are incurred.
 
 NOTE 3.   RECENT ACCOUNTING PRONOUNCEMENTS
 
 The company has evaluated all the recent accounting pronouncements through the date of issuance of these financial statements and believe that none of them will have a material effect on the company’s financial statements.
 
 NOTE 4.   GOING CONCERN
 
 The accompanying consolidated 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 year ended April 30, 2011 of $1,020,098, and a working capital deficit of $1,107,718.  The Company has relied on two small equity raises of $30,000 each as well as advances from the CEO director and major shareholder for vital operating expenditures, in addition employees accrued wages have not been paid.
 
 The ability of the Company to become a profitable entity 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 presently seeking financing to fund its direct to consumer sales campaign. 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.   FINANCING
 
 On August 3, 2010, the Company entered into an Indirect Primary Offering Agreement (“IPOA”) and a Registration Rights Agreement (“RRA”) with Crisnic Fund S.A. (“Crisnic”).  Pursuant to the IPOA, the Company, in its sole discretion, has the right to sell to Crisnic and Crisnic has the obligation to purchase, through advances to the Company, shares of the Company’s common stock subject to the terms of those agreements and subject to a maximum aggregate purchase of Two Million Dollars ($2,000,000). Crisnic is not required to purchase those shares, unless those shares have been registered for resale and are freely tradable in accordance with the federal securities laws, including the Securities Act of 1933, as amended.  The Company is obligated to file with the Securities and Exchange Commission a registration statement on Form S-1 within thirty (30) days from the date of the RRA registering only the shares subject to registration under the IPOA and to use all commercially reasonable efforts to have such registration statement declared effective at the earliest possible date.  The Company has agreed to pay Crisnic (i) due diligence expenses of $10,000.00; (ii) 1,750,000 shares of its common stock; and (iii) 1% of the amount of each advance made by Crisnic under the IPOA.
  On August 3, 2010, the Company entered into a Stock Purchase Agreement (“First SPA”) with Crisnic.  Pursuant to the First SPA, the Company sold 750,000 shares of the Company’s common stock to Crisnic for an aggregate purchase price of U.S.$30,000.  The sale of those shares was made in reliance on the exemption from registration provided by Regulation D to the Securities Act of 1933 as Crisnic is an accredited investor, as defined therein.
   18
 
 
 On November 4, 2010, the Company entered into a Stock Purchase Agreement (“Second SPA”) with Crisnic.  Pursuant to the Second SPA, the Company sold 1,500,000 shares of the Company’s common stock to Crisnic for an aggregate purchase price of U.S.$30,000.  The sale of those shares was made in reliance on the exemption from registration provided by Regulation D to the Securities Act of 1933 as Crisnic is an accredited investor as defined therein.
  As of filing of this Form 10-K Crisnic has not made any additional purchases of the Company’s common stock.  The Crisnic funds available for this purpose were diverted by Crisnic for other purposes.
  The foregoing description of the IPOA, RRA and First SPA are qualified in their entirety by reference to the full text of the IPOA, the RRA and the SPAs, copies of each of which are attached to the Form 8-K filed by the Company on August 6, 2010, as Exhibits 10.1, 10.2 and 10.3, respectively, and each of which is incorporated herein in its entirety by reference.
  NOTE 6.   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 chose to do so, elect all of the directors of the Company. On July 21, 2011, the Company’s Board resolved to increase the authorized share capital to 200,000,000 common shares of $0.001 par value common stock, but the Company has not to date sought the required shareholder approvals required to implement this increase in authorized share capital.
 
 ISSUED AND OUTSTANDING
 
 On August 14, 2008, the Company entered into a subscription agreement with Investors pursuant to which the Company sold to the Investors an aggregate of 750,000 units for $1,500,000 ($2.00 per unit), each unit consisting of 2 shares of Common Stock and one warrant to purchase one share of Common Stock.  Each warrant entitles its holder to subscribe for one share of our common stock at an exercise price of $1.40 during the period of 24 months from the closing date of August 14, 2008 at 5:00 p.m., Nevada time.
 
 Of the $1,500,000 raised funds, $344,600 were disbursed as follows: $300,000 were paid as finder’s fees, $44,600 were cash expenses consisting of professional fees and legal fees associated with share issuance costs.  Accordingly net proceeds to the Company were $1,155,400.
 
 As a result of the transactions described in note 1 and the 1,500,000 shares of common stock sold to investors at $1.00 per share on August 14, 2008 there are currently 49,250,000 shares of the Company’s Common Stock issued and outstanding without giving effect to the possible exercise of the 750,000 warrants issued with the stock sold on August 14.
 
 On August 3, 2010 according to the terms of Indirect Primary Offering Agreement (“IPOA”) and a Registration Rights Agreement (“RRA”) with Crisnic Fund S.A. mentioned in Note 5 the Company issued 1,750,000 shares of its common stock.
 
 On August 3, 2010 the Company sold 750,000 shares of Common Stock at $0.04 per share for total proceeds of $30,000.  On November 4, 2010 the Company sold 1,500,000 shares of Common Stock at $0.02 per share for total proceeds of $30,000.
 
 At April 30, 2011  the Company had 53,250,000 shares of Common Stock issued compared to 49,250,000 issued at April 30, 2010.
 
 NOTE 7.   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 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 and have now expired.
 
 The following table summarizes warrants that are issued, and expired as of  April 30, 2011.
     19
 
  WarrantsOutstanding

OutstandingExercise

Expiration

April 30,

April 30,Price

Date

2010

20111.40

14-Aug-10

750,000

-
 
 NOTE 8.   RELATED PARTY TRANSACTIONS AND BALANCES
 
 On May 12, 2010 Biostrategies Consulting Group Inc. the holder of 27,500,000 shares of common stock of the Company transferred 9,166,666 of these shares to Drasko Puseljic.  Biostrategies Consulting Group Inc. is 100% privately owned by Dr Samuel Asculai the CEO and a director of the Company.  Mr. Puseljic has a 10-year service agreement with the company to assist in business development, contract administration and co-ordination of SEC filings with management and the Company’s SEC counsel.   With his holdings, Mr. Puseljic has more than 5% of the outstanding equity of the Company and has become a “related party”.  During 2010 and 2011, Mr. Puseljic billed the Company $121,625 and $150,000 respectively, and was owed $250,625 at April 30, 2011.
 
 Accounts Payable to Related Party.
 
 On July 12, 2010 the Company entered into a Termination and Settlement Agreement (the "Settlement Agreement") with Mercuriali Ltd., a company controlled by Donald Nicholson, a director of the Company (“Mercuriali”).  The Settlement Agreement terminated a Letter of Intent between the Company and Mercuriali regarding a proposed merger between the Company and Mercuriali as part of a larger transaction involving the reverse merger of the Company into a company listed on AIM, a sub-market of the London Stock Exchange.  Neither the merger between Mercuriali and the Company, nor the reverse merger of the Company and the AIM listed company took place.  Under the Settlement Agreement, the Company agreed to pay Mercuriali expenses incurred pursuant to the Letter of Intent of GBP22,082 payable at a rate of 5% of gross funds raised by the Company. After receiving proceeds from financing the Company will pay 5% of the gross proceeds to Mercuriali until the obligation has been paid.  Other than the items provided for in the Termination Agreement, the Company and Mercuriali released each other from all claims relating to the Letter of Intent.  At April 30, 2011 the Company has raised $60,000 of funds from the issuance of Common Stock, 5% of this or $3,000 should have been has been paid to satisfy this obligation; however, only $1,500 has been paid at April 30, 2011. As of April 30, 2011 the balance owed to Mercuriali is $35,231.
 
 On December 20, 2010 we entered into an employment agreement with Brian Lukian, our Chief Financial Officer. The agreement has an initial term of five years, which may be renewed for additional two year periods after such initial term and provides for payment of services provided by Mr. Lukian from May 1, 2010.  Pursuant to the agreement, Mr. Lukian receives a base salary and and is eligible to participate in any bonus plan established by the company for employees and consultants. Mr. Lukian's base salary for fiscal 2010 is $150,000.   If Mr. Lukian's employment is terminated by the Company, then Mr. Lukian shall be entitled to receive all accrued and unpaid salary plus a termination fee of $150,000. During 2010 and 2011, Mr. Lukian billed the Company $72,000 and $150,000 respectively, and was owed $157,047 at April 30, 2011.
 
 The amount due to related parties consists of unpaid remuneration and unreimbursed expenses to the CEO, CFO, COO and a contract consultant.  The CEO and COO are also directors.  Also included in accounts payable related party is the balance owing Mercuriali a company controlled by a director.  These liabilities are unsecured, non-interest bearing, and have no specific terms of repayment.
 
 Comparative balances are:
 
 April 30


April 302011


2010Unpaid remuneration

$
908,297


$
212,625Balance owing Mercuriali


35,231



-Unreimbursed expenses


9,822



4,547$
953,350


$
217,172
 
 During the year ended April 30, 2011 as well as the year ended April 30, 2010 the Company incurred a monthly consulting fee expenses of $12,500 to Biostrategies Consulting Group Inc., a private Ontario company wholly owned by the Company’s CEO who is also a Director.  The Company recorded $150,000 and $150,000 as an expense in the years ended April 30, 2011 and 2010 respectively.  At April 30, 2011 $250,625 of these expenses are unpaid and included in accounts payable related party.
   20
 
 
 NOTE 9.   ADVANCES FROM RELATED PARTY
 
 As of April 30, 2011 and April 30, 2010, the Company owes $99,233 and $69,013, respectively in advances to its CEO and Director. The advances are due on demand, do not bear interest and have no specific terms or repayment.
 
 NOTE 10.   INVENTORY
 
 The Company manufactured the complete product line of six SKU’s in the second quarter of 2010. This was the first time the Company manufactured the current product line. No further manufacturing was required through the year ended April 30, 2011. The Company has been unsuccessful for the past two years in its effort to raise sufficient funds to implement its marketing strategy. As a result of not being able to implement the marketing strategy sales for the past two years have been insignificant. At the time of preparing this Form 10-k the Company is continuing its efforts to secure adequate financing however to date the efforts have been unsuccessful and there is no reason to believe sales will increase without having these funds to implement the marketing strategy. The Company has therefore made the decision to impair the value of the inventory to nil.
 
 Comparative inventory balances:
 
 April 30, 2011


April 30Unadjusted

Impairment

Final


2010Finished Goods

$
31,737


$
(31,737
)

$
-


$
34,994Raw materials


43,798



(43,798
)


-



43,798$
75,535


$
(75,535
)

$
-


$
78,792
 
 NOTE 11.   INTANGIBLE ASSETS
  Intangible assets consist of trademarks and patent applications and are amortized over the expected period of life using the straight-line method over the following lives:
  In accordance with ASC 360, long-lived assets (including intangible assets that are amortized) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, such as a significant sustained change in the business climate, during the interim periods. If an indicator of impairment exists for any grouping of assets, an estimate of undiscounted future cash flows is produced and compared to its carrying value. If an asset is determined to be impaired, the loss is measured by the excess of the carrying amount of the asset over its fair value as determined by an estimate of discounted future cash flows. The Company has been unsuccessful for the past two years in its effort to raise sufficient funds to implement its marketing strategy. As a result of not being able to implement the marketing strategy sales for the past two years have been insignificant. At the time of preparing this Form 10-k the Company is continuing its efforts to secure adequate financing however to date the efforts have been unsuccessful and there is no reason to believe sales will increase without having these funds to implement the marketing strategy. The Company has therefore made the decision to write down the intangible assets to nil.
  At April 30, 2011 and 2010, the carrying amounts and accumulated amortization of intangible assets were as follows:
 
 April 30, 2011


April 30, 2010Gross


Accumulated


Net book


Gross


Accumulated


Net bookamount


amortization


value


amount


amortization


valuePatent application

$
-


$
-


$
-


$
52,673


$
2,634


$
50,039Trademarks


-



-



-



45,053



7,509



37,544$
-


$
-


$
-


$
97,726


$
10,143


$
87,583
 
 
 21
 
 
 NOTE 12.   INCOME TAXES
 
 The Company follows FASB ASC 740, “Accounting for Income Taxes.”  Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and amounts used for income tax reporting purposes, and (b) net operating loss carryforwards.  No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no refundable taxes were paid previously.  Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not likely to be realized.
 
 At April 30, 2010, the Company had used net operating loss carryovers of approximately $729,031 and approximating $688,255 form the years ended April 30, 2010 and 2009 respectively.  These losses are available to offset taxable income and expire in  2029 and 2030.
 
 ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
 
 The provision for income taxes differs from the amounts which would be provided by applying the statutory United States federal corporate income tax rate of 39% to the net loss before provision for income taxes for the following reasons:
 
 April 30


April 302011


2010Income tax expense at statutory rate

$
288,278


$
267,235Valuation analysis


(288,278
)


(267,235
)Income tax expense per books

$
-


$
-
 
 Net deferred tax assets consist of the following components as of:
 
 April 30


April 302011


2010NOL carryover

$
555,513


$
267,235Valuation allowance


(555,513
)


(267,235
)Net deferred tax asset

$
-


$
-
 
 NOTE 13.   OPERATING LEASES AND OTHER COMMITMENTS
 
 The Company currently has a monthly lease commitment of $941 expiring October 31, 2011.  Rent expense was $18,241 and $16,970 for the years ended April 30, 2011 and April 30, 2010 respectively.The Company has employment agreements with the CEO, CFO and COO as well as a service agreement with a third party for business development and administering contracts.
 
 Summary
 
 Fiscal

Lease


Employment


ContractedYear

Agreement


agreements


Services


Total2012

$
5,646


$
300,000


$
300,000


$
605,6462013


-



300,000



300,000



600,0002014


-



193,750



300,000



493,7502015


-



150,000



300,000



450,0002016


-



150,000



300,000



450,000Thereafter each year 2017


-



150,000



250,000



400,0002020


-



150,000



150,000



150,0002021


-



150,000



150,000



150,0002022






43,750



150,000



150,0002023






-



150,000



150,0002024






-



50,000



50,000
 
   22
 
 
 Contingency
 
 The Company has offered the four officers to replace their notes payable, totaling $953,350, to convertible notes at $0.033 per share, but none of the officers have yet accepted the offer.  The beneficial conversion feature based on the price of the last trade prior to April 30, 2011, would be zero, as the stock was trading below this conversion price.  If the offer is accepted, and the proposed conversion options exercised, the Company would be obligated to issue the officers 28,889,934 new shares which would require the Company to increase its authorized share capital.
  NOTE 14.   SUBSEQUENT EVENTS
 
 Management has analyzed subsequent event as of the filing date and believes there are no material events to report.
                    23
 
 
 ITEM 9.   CONTROLS AND PROCEDURES.
 
 Quarterly Evaluation of Controls
 
 As of the end of the period covered by this annual report on Form 10-K, we evaluated the effectiveness of the design and operation of (i) our disclosure controls and procedures, and (ii) our internal control over financial reporting (the “Evaluation). The evaluators who performed this evaluation were our Chief Executive Officer, Dr. Samuel S. Asculai (the “CEO”) and Brian Lukian our Chief Financial Officer (the “CFO”); their conclusions, based on and as of the date of the Evaluation (i) with respect to the effectiveness of our disclosure controls and (ii) with respect to any change in our Internal Controls that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect our internal controls are presented below.
 
 CEO and CFO Certifications
 
 Attached to this annual report, as Exhibits 31.1 and 31.2, are certain certifications of the CEO and CFO, which are required in accordance with the Exchange Act and the Commission’s rules implementing such section (the "Rule 13a-14(a)/15d-14(a) Certifications"). This section of the annual report contains the information concerning the Evaluation referred to in the Rule 13a-14(a)/15d-14(a) Certifications. This information should be read in conjunction with the Rule 13a-14(a)/15d-14(a) Certifications for a more complete understanding of the topic presented.
 
 Disclosure Controls and Internal Controls
 
 Disclosure Controls are procedures designed with the objective of ensuring that information required to be disclosed in the Company's reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the “Exchange Act”), such as this annual report, is recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms. Disclosure Controls are also designed with the objective of ensuring that material information relating to the Company is made known to the CEO and the CFO by others, particularly during the period in which the applicable report is being prepared. Internal Controls, on the other hand, are procedures which are designed with the objective of providing reasonable assurance that (i) the Company's transactions are properly authorized, (ii) the Company’s assets are safeguarded against unauthorized or improper use, and (iii) the Company's transactions are properly recorded and reported, all to permit the preparation of complete and accurate financial statements in conformity with accounting principals generally accepted in the United States.
 
 Limitations on the Effectiveness of Controls
 
 The Company's management does not expect that their Disclosure Controls or their Internal Controls will prevent all error and all fraud. A control system, no matter how well developed and operated, can provide only reasonable, but not absolute assurance that the objectives of the control system are met. Further, the design of the control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of a system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or because the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
 
 Scope of the Evaluation
 
 The CEO and CFO’s evaluation of the our Disclosure Controls and Internal Controls included a review of the controls’ (i) objectives, (ii) design, (iii) implementation, and (iv) the effect of the controls on the information generated for use in this annual report. In the course of the Evaluation, the CEO and CFO sought to identify data errors, control problems, acts of fraud, and they sought to confirm that appropriate corrective action, including process improvements, was being undertaken. This type of evaluation is done on a quarterly basis so that the conclusions concerning the effectiveness of our controls can be reported in our quarterly reports on Form 10-Q and annual reports on Form 10-K. The overall goals of these various evaluation activities are to monitor our Disclosure Controls and Internal Controls, and to make modifications if and as necessary. Our intent in this regard is that the Disclosure Controls and the Internal Controls will be maintained as dynamic systems that change (including improvements and corrections) as conditions warrant.
   24
 
 
 Among other matters, the Evaluation was to determine whether there were any significant deficiencies or material weaknesses in our Internal Controls, which are reasonably likely to adversely affect our ability to record, process, summarize and report financial information, or whether the Evaluators identified any acts of fraud, whether or not material, involving management or other employees who have a significant role in our Internal Controls. This information was important for both the Evaluation, generally, and because the Rule 13a-14(a)/15d-14(a) Certifications, Item 5, require that the CEO and CFO disclose that information to our Board (audit committee), and our independent auditors, and to report on related matters in this section of the annual report. In the professional auditing literature, "significant deficiencies" are referred to as "reportable conditions". These are control issues that could have significant adverse affect on the ability to record, process, summarize and report financial data in the financial statements. A "material weakness" is defined in the auditing literature as a particularly serious reportable condition where the internal control does not reduce, to a relatively low level, the risk that misstatement cause by error or fraud may occur in amounts that would be material in relation to the financial statements and not be detected within a timely period by employees in the normal course of performing their assigned functions. The Evaluators also sought to deal with other controls matters in the Evaluation, and in each case, if a problem was identified; they considered what revisions, improvements and/or corrections to make in accordance with our ongoing procedures.
  Conclusions
 
 Based upon the Evaluation, (i) our disclosure controls and procedures are effective in giving us reasonable assurance that they are designed to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and to ensure that such information is accumulated and communicated to the our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure, and (ii) the Company acknowledges they have a significant deficiency explained below in Management’s Report Over Internal Controls and after considering the remedy to overcome this deficiency also explained below in Management’s Report Over Internal Controls-our Internal Controls are effective at that assurance level to provide reasonable assurance that our financial statements are fairly presented in conformity with accounting principles generally accepted in the United States. Additionally, there has been no change in our Internal Controls that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to affect, our Internal Controls.
 
 Management’s Report on Internal Controls Over Financial Reporting
 
 Board of Directors and Enhance Skin Products Inc.:
 
 Management of Enhance Skin Products Inc. (the “Company”), is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.  The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U. S. generally accepted accounting principles.  The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U. S. generally accepted accounting principles, and that  receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and, (iii) provide reasonable assurance regarding prevention of timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
 
 Internal control over financial reporting includes the controls themselves, monitoring and internal auditing practices and actions taken to correct deficiencies as identified.
 
 Because of its inherent limitations, internal control over financial reporting, no matter how well designed, may not prevent or detect misstatements. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, the effectiveness of internal control over financial reporting was made as of a specific date. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
 Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2011, based on criteria for effective internal control over financial reporting described in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of the Company’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Management reviewed the results of its assessment with the Audit Committee of the Company’s Board of Directors.
 
 Based on this assessment, management determined that, as of April 30, 2011, the Company maintained effective internal control over financial reporting, although we did recognize a significant deficiency.  A significant deficiency is a deficiency, or a combination of deficiencies, that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company’s financial reporting.
   25
 
 
 Although currently we do not identify any material weaknesses in the process of self assessment, we have recognized a significant deficiency in ourinternal controls.  Currently we do not have sufficient in-house expertise in US GAAP reporting.  Instead, we rely very much on the expertise and knowledge of external financial advisors in US GAAP conversion.  External financial advisors have helped prepare and review the consolidated financial statements.  Although we have not identified any material errors with our financial reporting or any material weaknesses with our internal controls, no assurances can be given that there are no such material errors or weaknesses existing.  Upon obtaining adequate financing we will seek to recruit experienced professionals to augment and upgrade our financial staff to address issues of timeliness and completeness in US GAAP financial reporting.  In addition, we do not believe we have sufficient documentation with our existing financial processes, risk assessment and internal controls.  We plan to work closely with external financial advisors to document the existing financial processes, risk assessment and internal controls systematically.
 
 This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
 
 ENHANCE SKIN PRODUCTS INC.
 
 /s/ Dr. Samuel S. Asculai
 Dr. Samuel S. Asculai
 Chief Executive Officer
 
 /s/ Brian Lukian
 Brian Lukian
 Chief Financial Officer, Acting Principal Accounting Officer
 
 
 ITEM 9B.   OTHER INFORMATION
 
 None.
 
 ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 
 All directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified.  The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.  Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
 
 The following table sets forth information regarding our current and proposed executive officers and directors:
 
 Name

Age

Position with the Company

Served as an Officer and Director sinceSamuel Asculai, Ph.D.

69

President and Chief Executive Officer and Director(1)

Officer since

August 30, 2008Frode Botnevik

64

Director

August 30, 2008Donald Nicholson

53

Director(1)

February 6, 2009Christopher Hovey

67

Chief Operating Officer and Vice President of Sales

Director

August 14, 2008Brian Lukian

63

Chief Operating Officer and Treasurer

August 14, 2008Zenas B. Noon

75

Director

August 30, 2008
 
 (1)
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 written consent of the holder of in excess of 50% of the Company’s voting stock.
 
 
 26
 
 
 The following is a brief summary of the background of each director, director nominee and executive officer of our company:
 
 Samuel Asculai, Ph.D. is our President and Chief Executive Officer and a director of the company. Dr. Asculai, the holder of a Masters degree and a Ph.D. in Microbiology from Rutgers University, has more than 40 years of experience in the life science industry. Dr. Asculai is the inventor on over 50 U.S. patents, including over 30 patents related to hyaluronic acid, the cornerstone of Enhance Skin Products Inc.’s product line. Over the course of his career, Dr. Asculai has contributed to the development of products that have achieved cumulative sales of close to two billion dollars including, Monistat, Delfen Cream for herpes virus infectons, Ganciclovir, Solaraze, and MACI.
 
 Immediately prior to his current role, Dr. Asculai was the sole owner of a private company whose assets form the basis for Enhance Skin Products Inc.’s operations. For ten years, Dr. Asculai served as Chief Executive Officer of Hyal Pharmaceutical Corporation where he developed the technology underpinning the Visible YouthTM brand. There he also invented and developed Solaraze a topical treatment for actinic keratosis, a precancerous skin condition that is commonly referred to as sunspots.
 Dr. Asculai also held senior positions with Verigen AG, a tissue engineering company; ens Bio-Logicals ; Monsanto Corporation, a multinational agricultural biotechnology company; and the Ortho Pharmaceutical Corporation division of Johnson & Johnson, a multinational pharmaceutical company.
 
 Frode Botnevik Director. Since 2003, Mr. Botnevik has been a partner of Management & Finance AS, a Norwegian financial consulting firm that provides services in the areas of project and export financing, structured finance, risk management, financial restructuring, strategic partners and mergers and acquisitions. Mr. Botnevik has over 30 years of experience of industrial and financial experience and has been involving in the process of listing companies on the Oslo and Singapore stock exchanges and on Nasdaq. Mr. Botnevik has served on the boards of directors of companies in more than twelve countries.
 
 Chris Hovey is the founder of a consulting company providing financial structuring and operational direction to financially constrained companies and to emerging “small cap” companies with an international focus. In 1995, Hovey and Company merged its activities with Management Equities, Inc., a similarly focused consulting company, and Mr. Hovey has been President of the combined entity since. The medical industry clients of Management Equities, Inc. have included among others: Metrex Research Corporation, Metrex Canada Limited, MMTL Ltd., of Jersey C.I., all manufacturers of branded high level disinfectants for hospital use; Medical Pathways Ltd., an Ontario web based provider of medical information; Arcamatrix Corporation, a web based software developer of a system to securely archive and transfer individual medical files; MDM International, Inc., a distributor of high level disinfectants; and Aesthetic Technologies, Inc., the developer of  “Parisian Peel”, which is the industry leading brand for microdermabrasion. Mr. Hovey is also a co-founder of Medical Aesthetics International, an importer and distributor of aesthetic medical products. Mr. Hovey received an Honors B.A. from the University of Toronto and an M.B.A. with Distinction from Harvard Business School.
 
 Zenas B. Noon Director. Since 2000, Dr. Noon has been the Chairman of Cytologics, Inc., a cancer control products company. Since 1997, Dr. Noon has been the Chairman and Chief Executive Officer of Pharos Pharmaceuticals, Inc., a drug development company. Dr. Noon received his B.S. and M.S. in Agriculture from the University of Arizona in 1956 and 1957, respectively. Dr. Noon received his Ph.D. in Economic Entomology from the University of Illinois in 1961.
  Donald Nicholsondirector. Mr. Nicholson has over 22 years of experience in the healthcare industry. He is currently a founding shareholder, Chief Financial Officer, and Company Secretary of Mercuriali Ltd and Stravencon Ltd two development stage UK private healthcare companies. Mr. Nicholson was Chief Financial Officer of SkyePharma Plc a UK specialty pharmaceutical company listed on the London market and on the US Nasdaq market from February 1996 until November 2006. He was also a Director of SkyePharma Plc from March 1997 until November 2006. Mr. Nicholson held a number of positions with Wellcome plc and Corange Ltd, the holding company of Boehringer Mannheim and DePuy, where he was corporate strategy and finance director. Mr. Nicholson has extensive experience in product and company acquisitions and disposals, in and out-licensing arrangements, sale/royalty agreements and financial strategy and funding structures. His industry experience includes Pharmaceuticals, Biochemicals, Orthopaedics, Diagnostics and Drug Delivery including Dermatology. He is a member of the Institute of Chartered Accountants of Scotland and obtained a B. Com (Hons) degree from the University of Edinburgh in 1980.
  Brian Lukian C.A.has over 25 years of financial, strategic and business leadership contributing to the growth and turnaround of corporations in various industries.  Since January 2007, he has been providing consulting services in regards to mergers and acquisitions, turnarounds, financings as well as business and industry analysis. From 2000 through 2006, he was employed as Chief Financial Officer and Chief Operating Officer for several public companies in Toronto, Canada. Mr. Lukian earned his certificate as Chartered Accountant, McGill University, while employed by Ernst & Young, Montreal, Canada and is a member of the Order of Chartered Accountants of Quebec. Mr. Lukian also has a United States Investment Bankers license, Series Seven. He received a Bachelor of Commerce from Loyola College, Montreal, Canada.
   27
 
 
 Audit Committee and Financial Expert
 
 We do not have an audit committee.  Our directors perform the same functions of an audit committee, such as recommending a firm of independent certified public accountants to audit our annual financial statements; reviewing the independent auditors independence, the financial statements and their audit reports; and reviewing management’s administration of the system of internal accounting controls.  We do not, currently, have a written audit committee charter or similar document.
 
 We have no financial expert.  We believe the cost related to retaining a financial expert at this time is prohibitive.  Further, because of the status of our operations, we believe the services of a financial expert are not warranted.
 
 Section 16(a) Beneficial Ownership Reporting Compliance
 
 Section 16(a) of the Securities Exchange Act of 1934, as amended (“Section 16(a)”), requires our directors and executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities, to file reports of beneficial ownership and changes in beneficial ownership of our securities with the SEC on Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial Ownership of Securities).  Directors, executive officers and beneficial owners of more than 10% of our common stock are required by SEC regulations to furnish us with copies of all Section 16(a) forms that they file.  During the fiscal year ending April 30, 2011, to the best of our knowledge, none of our directors, executive officers, or beneficial owners of 10% or more of our issued and outstanding common stock filed any such form late.
  Code of Ethics
  As we have not had the funds to engage the resources necessary and appropriate for us to determine and adopt an appropriate Code of Ethics, we have not adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; provided, however, we intend to a Code of Ethics as soon as we have those funds.
 
 Corporate Governance
 
 Director Independence
 
 Frode Botnevik, Zenas B. Noon, and Donald Nicholson are independent directors.
 
 Nominating Committee
 
 We do not have a nominating committee or nominating committee charter.  Our directors perform the functions associated with a nominating committee.  We have decided to not have a nominating committee, considering the nature of our operations.
 
 Director Nomination Procedures
 
 Nominees for directors are identified and suggested by the members of our Board of Directors (the “Board”) or management.  The Board has not retained any executive search firms or other third parties to identify or evaluate director candidates and does no intend to in the near future.  In selecting a nominee for director, the Board or management considers the following criteria:
 
 1.
Whether the nominee has the personal attributes for successful service on the Board, such as demonstrated character and integrity; experience at a strategy/policy setting level; managerial experience dealing with complex problems; an ability to work effectively with others; and sufficient time to devote to our affairs;
 
 2.
Whether the nominee has been the chief executive officer or senior executive of a public company or a leader of a similar organization, including industry groups, universities or governmental organizations;
 
 3.
Whether the nominee, because of particular experience, technical expertise or specialized skills or contacts relevant to our current or future business, will add specific value as a Board member; and
    28
 4.
Whether there are any other factors related to the ability and willingness of a nominee to serve, or an existing Board member to continue his or her service.
 
 The Board or management has not established any specific minimum qualifications that a candidate for director must satisfy to be recommended for Board membership.  Rather, the Board or management evaluates the combination of skills and experience that a particular candidate offers, considers how that candidate satisfies the Board’s current expectations with respect to each such criterion and makes a determination regarding whether that candidate should be recommended to the stockholders for election as a director.  During our fiscal year ended April 30, 2011, we received no recommendation for directors from our stockholders.
 
 We will consider for inclusion in our nominations of new Board of Directors nominees proposed by stockholders who hold at least 5% of our issued and outstanding voting securities.  Board candidates referred by such stockholders will be considered on the same basis as Board candidates referred from other sources.  Any stockholder who wishes to recommend for our consideration a prospective nominee to serve on the Board may do so by providing the candidate’s name and qualifications in writing to our Secretary at the following address 695 S. Colorado Blvd, suite 480, Denver Colorado 80246.
 
 FAMILY RELATIONSHIPS
 
 There are no family relationships between our officers and directors.
 
 INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
 
 Our directors, executive officers and control persons have not been involved in any of the following events during the past ten  years:
 
 (1) No petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of any of our officers or directors, or any partnership in which any such officer or director was a general partner at or within two years before the time of such filing, or any corporation or business association of which any such officer or director was an executive officer at or within two years before the time of such filing;
 
 (2) None of our officers or directors has been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
 
 (3) None of our officers or directors has been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining any such officer or director from, or otherwise limiting, the following activities:
  (i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
  (ii) Engaging in any type of business practice; or
  (iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;
 
 (4) None of our officers or directors has been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of any such officer or director to engage in any activity described in paragraph (f) (3) (i) of Item 401(f) of Regulation S-K, or to be associated with persons engaged in any such activity;
  (5) None of our officers or directors has been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated;
   29
   (6) None of our officers or directors has been found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
 
 (7) None of our officers or directors has been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
 
 (i) Any federal or state securities or commodities law or regulation; or
  (ii) Any law or regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
  (iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
 
 (8) None of our officers or directors has been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3 (a) (26) of the Exchange Act (15 U.S.C. 78c (a) (26)), any registered entity (as defined in Section 1 (a) (29) of the Commodity Exchange Act (7 U.S.C. 1 (a) (29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
 
 CONFLICT OF INTEREST
 
 None of our officers or directors is subject to a conflict of interest.
 
 ITEM 11.   EXECUTIVE COMPENSATION.
 
 The following table sets forth the compensation paid by the Registrant for services rendered for the past two completed fiscal years to the principal executive officer and to the company’s most highly compensated executive officers other than the principal executive officer (the “named executive officers”) whose cash compensation exceeded $100,000 during 2011:
 
 Summary Compensation Table
 
 Name and Principal position

Year

Salary

($)

Bonus

($)

All other Compensation

($)

Total

($)Dr Samuel S. Asculai  CEO (1)


2011

150,000


-

-


150,0002010

150,000


-

-


150,000Christopher Hovey  COO VP Sales(1)


2011

150,000


-

-


150,0002010

150,000


-

-


150,000Brian Lukian(2)


2011

150,000


-

-


150,0002010

72,000


-

-


72,000 (1)
In 2011 actual cash paid was nil and $150,000 is included in accounts payable to related party, in 2010 actual cash paid was $50,000 and $100,000 is included in accounts payable related party.(2)
In 2011 actual cash paid was $4,953 and $145,047 is included in accounts payable to related party, in 2010 actual cash paid was $50,000 and $12,000 is included in accounts payable to related party.
 
 
 Employment Agreements
 
 On August 14, 2008, we entered into an employment agreement with Samuel Asculai, Ph.D., our President and Chief Executive Officer. The agreement has an initial term of ten years, which may be renewed for additional two year periods after such initial term. Pursuant to the agreement, Dr. Asculai receives a base salary and an annual bonus equal to at least two percent (2%) of the
 
 
 30
 
 
 company’s pre tax earnings, as defined, for each fiscal year. Dr. Asculai’s base salary for fiscal 2008 is $150,000. The agreement further provides that Dr. Asculai will be entitled to participate in any plan with respect to medical, dental and other benefits established by the company.
 
 If Dr. Asculai’s employment is terminated without “cause”, as defined in the employment agreement, then Dr. Asculai shall be entitled to receive all accrued by unpaid salary and bonus plus a payment equal to two (2) times Dr. Asculai’s highest base salary (but not less than $300,000) plus two (2) times his highest bonus. This payment may be received, at Dr. Asculai’s option, in one lump sum or in equal monthly instalments over a 24 month period. Dr. Asculai will also be entitled to receive continuing coverage under any medical, dental or other benefit plans for a period of 24 months after such termination. The employment agreement further provides that in the event there is a change in control, as defined therein, Dr. Asculai shall be entitled to receive these payments irrespective of termination of his employment. The agreement further provides a non-competition agreement for a period of one year following termination of the agreement
 
 On August 14, 2008, we entered into an employment agreement with Christopher Hovey, our Chief Operating Officer and Vice President of Sales. The agreement has an initial term of five years. Pursuant to the agreement, Mr. Hovey receives a base salary and is eligible to participate in any bonus plan established by the company for employees and consultants. Mr. Hovey’s base salary for fiscal 2008 is $150,000. The agreement further provides that Mr. Hovey will be entitled to participate in any plan with respect to medical, dental and other benefits established by the company.
 
 If Mr. Hovey’s employment is terminated without “cause”, as defined in the employment agreement, then Mr. Hovey shall be entitled to receive all accrued by unpaid salary and bonus plus a payment equal to base salary for a twelve month period. The agreement further provides a non-competition agreement for a period of one year following termination of the agreement.
 
 On December 20, 2010 we entered into an employment agreement with Brian Lukian, our Chief Financial Officer. The agreement has an initial term of five years, which may be renewed for additional two year periods after such initial term and provides for payment of services provided by Mr. Lukian from May 1, 2010.  Pursuant to the agreement, Mr. Lukian receives a base salary and and is eligible to participate in any bonus plan established by the company for employees and consultants. Mr. Lukian's base salary for fiscal 2010 is $150,000.   If Mr. Lukian's employment is terminated by the Company, then Mr. Lukian shall be entitled to receive all accrued and unpaid salary plus a termination fee of $150,000. During 2010 and 2011, Mr. Lukian billed the Company $72,000 and $150,000 respectively, and was owed $157,047 at April 30, 2011.
 
 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 
 As at April 30, 2011, we had not adopted any equity award/compensation plan and no stock, options, or other equity securities  were awarded to our  executive officers.
 
 DIRECTOR COMPENSATION
 
 We have not  reimbursed our directors for expenses  incurred in connection  with attending  board  meetings  nor have we paid any  directors  fees or other  cash compensation  for services  rendered as a director in the period ended April 30, 2011.
 
 We have no formal plan for compensating our directors for their services in their capacity as directors. In the future we may grant options to our directors to purchase Common Shares as determined by our board of directors or a compensation committee  that may be established.  Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors.  The board of directors may award special remuneration to any director undertaking any special services on behalf of our company other than services  ordinarily  required of a director.  Other than as indicated  herein,  no director received and/or accrued any  compensation  for his or her  services as a director,  including  committee participation and/or special assignments.
 
 ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANGEMENT AND RELATED STOCKHOLDER MATTERS.
 
 The following table sets forth, as of April 30, 2011, certain information regarding the Company’s outstanding shares of Common Stock beneficially owned by (1) each person (including any group) of more than five percent of our Common Stock, based solely on Schedule 13D and 13G filings with the Securities and Exchange Commission, and (2) the Company’s directors and officers.
     31
 
  Name of Beneficial Owner

Common Stock

Beneficially Owned (1)


Percent of ClassBiostrategies Consulting Group Inc (2)


17,508,334



32.9
%Samuel Asculai, Ph.D. (3)


18,333,334



1.5
%Frode Botnevik


0



*Donald Nicholson (4)


2,450,000



*Chris Hovey


0



*Dr. Zenas B. Noon


0



*Brian Lukian


0



*Directors and executive officers as a group (6 persons)


18,333,334



34.4
%Drasko Puseljic


9,166,666



17.2
%
 
 (1)
Unless otherwise indicated, ownership represents sole voting and investment power.(2)
The address for Biostrategies Consulting Group Inc., an Ontario corporation is 1 First Canadian Place, 100 King Street West, 56th floor, Toronto, Ontario, Canada. Dr. Asculai, who is a director of the Company, is the sole owner of the Biostrategies Consulting Group Inc.(3)
Common Stock Beneficially Owned by Samuel Asculai includes the 17,508,334 shares of Common Stock owned by Biostrategies Consulting Group Inc. reported in this table and the 2,450,000 shares of Common Stock reported by Donald Nicholson in this table.(4)
Ownership represents the option to acquire 2,450,000 shares of Common Stock of the Company from Biostrategies Consulting Group Inc.
 
 Changes in Control
 
 We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our company.
 
 ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
 Except as disclosed herein, there have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or 1% of the average our total assets at year-end for the last three completed fiscal years in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.
 
 ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES.
 
 AUDIT FEES
 
 The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal account for the audit of our financial statements on Form 10K and review of financial statements included in our quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
  Financial Year Ended2011


2010Audit fees

$
20,897


$
23,040Audit Related


-



-Tax Fees


-



-All Other Fees


-



-Total

$
20,897


$
23,040
 
 In each of the last two fiscal years ended April 30, 2011 and 2010, there were no fees billed for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Item 9(e)(1) of Schedule 14A, for professional services rendered by the principal account for tax compliance, tax advice, and tax planning, for products and services provided by the principal accountant, other than the services reported in Item 9(e)(1) through 9(d)(3) of Schedule 14A.
   32
 
 
 POLICY ON PRE-APPROVAL  BY AUDIT COMMITTEE OF SERVICES  PERFORMED BY INDEPENDENT AUDITORS
 
 We do not use Seale and Beers, CPAs for financial  information system design  and   implementation.   These services, which  include designing or implementing a system that aggregates source data underlying the financial statements or generates  information that is significant to our financial statements, are provided internally or by other service providers.  We do not engage Seale and Beers, CPAs to provide compliance outsourcing services.
 
 Effective May 6, 2003, the SEC adopted rules that require that before Seale and Beers, CPAs is engaged by us to render any auditing or permitted non-audit related service, and the engagement be:
 
 *
approved by our audit committee (which, in effect, is our entire board of directors); or*
entered into pursuant to pre-approval policies and procedures established by our board of directors, provided the policies and procedures are detailed as to the particular service, our board of directors is  informed of each  service, and such and policies and procedures do not include delegation of our board of directors' responsibilities to management.
 
 Our board of directors pre-approves all services provided by our independent auditors.  All of the Step services and fees were reviewed and approved by our board of directors either before or after the respective services were rendered.
 
 Our board of directors has considered the nature and amount of fees billed by Seale and Beers, CPAs and believes that the provision of services for activities unrelated to the audit is compatible with maintaining Seale and Beers, CPA’s independence.
 
 ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 
 (a)   Pursuant to Rule 601 of Regulation  S-K, the following  exhibits are included herein or incorporated by reference.
 
 Exhibit

Number

Description3.1

Articles of Incorporation (incorporated by reference to registration Statement on Form SB-2 filed on June 6, 2006.3.2

Bylaws (incorporated by reference to Registration statement on Form SB-2 filed on June 6, 200631.1

Certification  of CEO Pursuant TO 18 U.S.C. ss. 1350, Section 30231.2

Certification  of CFO Pursuant to 18 U.S.C. ss. 1350, Section 30232.1

Certification Pursuant to 18 U.S.C. ss.1350, Section 90632.2

Certification Pursuant to 18 U.S.C. ss. 1350, Section 906
 
 
 
         
 
 
  33
  
 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 30th day of August, 2011.
 
 ENHANCE SKIN PRODUCTS INC.Date:  August 30, 2011
By:
/s/ Dr. Samuel S. AsculaiName:  Dr. Samuel S. AsculaiTitle:    President/CEO, Principal Executive Officer
 
 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 30th day of August, 2011.
 
 ENHANCE SKIN PRODUCTS INC.Date:  August 30, 2011
By:
/s/ Brian LukianName:  Brian LukianTitle:    Chief Financial Officer, Principal Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  34