SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/ A
 Amendment No. 1 to 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, 2009
 
 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 October 31, 2008was approximately $27,187,500.The
number of shares outstanding of the Registrant's common stock, as of the latest practicable date, April 30, 2009, was 49,250,000.


1


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 Visible Youth line of products will be sold primarily through physicians and licensed aestheticians working under the direction of a physician (direct dispense) and medispas.





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. According to a January 2009 Market Study Report entitled “Physician-Dispensed Cosmeceuticals Report, global sales of physician-dispensed cosmeceuticals are projected to grow at a 17.1% annual rate through 2012 from an estimated 2008 sales total of $774.9 million.  The Company’s goal is to capitalize on this consumer trend.





The aesthetic market has not been immune to the negative impact of current global economic conditions, and management has scaled back their marketing plans accordingly.





The Visible YouthTM skin care line utilizes medical-grade hyaluronic acid (also called hyaluronan or HA) of specific optimum molecular size and purity to deliver hydration to the dermis. 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


2


natural component 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.





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 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 synethsize 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 now six products, all of which use medical grade HA manufactured to our proprietary specifications and are hypoallergenic, non-irritating, fragrance free, non-comodegenic and oil free:





Visible YouthTM Revitalizing 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 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.





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.





3


Product Development





We plan to develop a number of additional products, which may include an anti-aging cream, wrinkle cream, toner and facial mist.





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 ingredients and nutritional supplements in order to improve their efficiency and respond to market demand.





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 will be able to easily access Visible YouthTM products through convenient
online and offline access.





Distribution Methods and Marketing Strategy





The Company is in the process of developing various sales channels, including:





1.
A Web site for sales support for resellers combined with a shopping cart for direct product salesto the professional and consumer markets with built in safeguards to protect our professionalcustomers
(see www.visibleyouth.com);2.
Presentations and official vendor booths at select aesthetic and medi-spa trade shows;3.
Availability through offices of dermatologists, plastic surgeons, family practitioners, andLicensed aestheticians working under the direction of a physician;4.
Availability in medi-spas, health and medical-directed wellness spas and salons.





The Company’s  overall marketing strategy is to develop and market a full line of cosmeceutical products the main active ingredient of which is our proprietary fraction of hyaluronan (HA). All Visible YouthTM products are intended to be competitively priced in the mid- to upper-quadrant of high quality products and brands.
Our initial marketing efforts are focused on the following areas:





1.
Clearly defining the company/product message to create reseller and end user awareness anddemand for the company’s product;





2.
Establishing the Visible YouthTM brand as a pioneer and leader in the category; and





3.
Attending four to six trade shows, and occasional regional shows with company and independentsales representative staff.





The Company’s new product offering consisting of new packaging and 4 new product SKUs was introduced at THE Aesthetics Show, held in Las Vegas, Nevada from June 1 to June 5, 2009.  THE Aesthetics Show brings together in one venue new aesthetic procedures, products and technologies.





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


4


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 the registrant or any of its subsidiaries is 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 registrant,
any owner of record or beneficially of more than five percent of any class of voting securities of the registrant, or any associate of any such director, officer, affiliate of the registrant, or security holder is  a party adverse to the registrant or any of its subsidiaries or has a material interest  adverse to the registrant or any of its subsidiaries.




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





On February 6, 2009, in accordance with the by-laws of the Company, Mr. Donald Nicholson was appointed to the Board of Directors of the Company by the written consent of the holders of in excess of 50% of the Company’s voting stock.





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 Pink Sheets under the symbol "EHSK."

Shares of our common stock are issued in registered form.  Routh Stock Transfer, Inc., 6860 N. Dallas Parkway, Suite 200, Plano, TX, 75024 (Telephone:  (972) 381-2782; Facsimile:  (972)  381-2782) is the registrar and transfer  agent for our common shares.  On
November 6, 2009 we had 49,250,000 shares outstanding.





DIVIDENDS





We have not declared any dividends since incorporation and does 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, 2009.








5


RECENT SALES OF UNREGISTERED SECURITIES




None.
  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, 2009.




Fiscal year ended April 30,2008


2009


$ Change


% ChangeTotal Sales

$
8,229


$
-


$
(8,229
)


(100
)%Cost of goods sold


1,844



-



(1,844
)


(100
)%Gross profit


6,385



-



(6,385
)


(100
)%Operating expenses


37,551



688,255



650,704



1733
%Net loss before other items


(31,166
)


(688,255
)


(657,089
)


2108
%Other itemsInterest on long term debt


5,121



628



(4,493
)


(88
)%Interest income


-



(3,664
)


(3,664
)


n/aNet loss

$
(36,287
)

$
(685,219
)

$
(648,932
)


1788
%Total assets


55,476



520,337



464,861



838
%Long term liabilities


24,119



-



(24,119
)


(100
)%





Sales





During the year ended April 30, 2009 the Company did not record any sales.  In the year ended April 30, 2008 the Company recorded its first sales.  After receiving positive customer satisfaction from the limited product line in 2008 the Company’s efforts in 2009 were concentrated on raising
equity financing and developing a complete product line.  In the first quarter of 2010 the Company manufactured the complete product line and completed the web site which is an essential tool for receiving and processing sales orders.   In the second quarter of fiscal 2010 the company has offered the complete product line to its customers.





Operating Expenses





Our operating expenses are classified primarily into the following categories.





General & administrative expenses incurred for year ended April 30, 2009 were $397,858 compared to the $17,117 incurred in the year ended April 30, 2008.   After the financing was received on August 14, 2008 the Company started operations.  The Company therefore incurred 8.5 months of full
operational expenses whereas in 2008 the Company had very limited operations.  The largest expense in 2009 being remuneration of $319,390 compared to zero remuneration expense in 2008.  Travel expense in 2009 was $38,413 compared to the $39 incurred in 2008.  Rent expense was $17,639 in 2009 compared to $13,510 in 2008.  These three expenses represent 94.4% of the total general & administrative expenses in 2009.  Other expenses were corporate of $6,980, office
expense of $10,226, insurance of $96, bank charges of $532 and foreign exchange losses of $4,582.

6
Professional fees in the year ended April 30, 2009 were $65,675 compared to the $14,042 incurred in the year ended April 30, 2008.  The increase of $51,633can be attributed to the audit and legal expenses associated with the Company becoming a public Company in
2009.  In 2009 legal expenses were $23,813, and audit expenses were $35,934 whereas in 2008 these expenses were nil as a private company.  In 2009 $5,928 was spent on consultants and in 2008 the Company spent $14,042 on consultants, however included in the 2008 expense was a $12,245 fee in regard to preparing to Company for financing.





Development costs in the year ended April 30, 2009 were $4,661 compared to $5,407 incurred in 2008.





In 2009 Marketing expenses were $220,061 compared to $985 in 2008.  This increase was due to the Company expanding the line of products to six SKU’s from the two SKU’s in 2008.  The costs were associated with packaging design, logos and branding of our products.  The costs associated with the new company
website are also included in marketing expenses.




Other Items





Interest on long term debt decreased by $4,493 in 2009 from the 2008 expense of $5,121 to $628 in 2009.  The debt was paid in August 2008 after the equity financing was received.Therefore there were only 3.5 months of interest expense in 2009.





As the Company had cash on hand after the equity financing of August 14, 2009 $3,664 of interest was earned with these funds in the year ended April 30, 2009.





Liquidity and Capital Resources





Prior to the financing on August 14, 2008 the Company relied on contributions made to additional paid in capital by the CEO, director. The CEO, director made contributions to additional paid in capital of $10,749 and $66,319 during the years ended April 30, 2009 and April 30, 2008 respectively.





At April 30, 2009, the Company had working capital of $416,293 as compared to the working capital deficit of $18,015 at the year ended April 30, 2008.  The increase was due entirely to the equity financing of August 14, 2008.





At April 30, 2009 the total assets were $520,337 as compared to the total assets $55,476 at April 30, 2008.  Included in these assets are the patent applications and trademarks of $87,281, accounts receivable representing a sales tax refund of $8,609, prepaids and  deposits of $19,228, raw materials
inventory $43,613 and cash of $361,606.





At April 30 2009 accounts payable were $16,504 compared to a NIL balance at the end of April 2008, when the Company was inactive.





Financing





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.





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

Net proceeds to the Company at closing were $1,155,400. $344,600 of funds were disbursed as follows: $300,000 was to a finder, $44,600 were cash expenses consisting of professional fees and legal fees associated with share issue costs.








7





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.



















































8




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
 Enhance Skin Products Inc.
 Formerly ZeeZoo Software Company
 
 We have audited the accompanying consolidated balance sheets of Enhance Skin Products Inc. as of April 30, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the years ended April 30, 2009 and 2008. These financial statements are the responsibility of the Company’s
management.  Our responsibility is to express an opinion on these financial statements based on our audits.
 
 We conduct our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Enhance Skin Products Inc. as of April 30, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the years ended April 30, 2009
and 2008, in conformity with accounting principles generally accepted in the United States of America.
 
 The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 4 to the consolidated financial statements, the Company has net losses for the year ended April 30, 2009 of $685,219, 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 consolidated 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
 October 23, 2009
 
 
 50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351






9


ENHANCE SKIN PRODUCTS INC.formerly Zeezoo Software Corp.CONSOLIDATED BALANCE SHEETSApril 30


April 302009


2008ASSETSCurrentCash

$
361,606


$
-Sales tax receivable


8,609



776Prepaids & deposits


19,228



1,339Inventory


43,613



-Total current assets


433,056



2,115Other assetsPatent applications


43,166



6,966Trademarks


44,115



46,395Total other assets


87,281



53,361Total assets

$
520,337


$
55,476LIABILITIES AND STOCKHOLDER'S EQUITYCurrent liabilitiesBank indebtedness

$
-


$
3,088Accounts payable and accrued liabilities


16,504



-Current portion of long term debt


-



17,042Accounts payable to related party


259



-Total current liabilities


16,763



20,130Long-term bank indebtedness, net of current portion


-



24,119Stockholders equityAuthorized:100,000,000 common shares per value $0.001Issued and outstanding 49,250,000 and 10 as ofApril 30, 2009 and April 30, 2008 respectively


49,250



90Additional paid-in capital


1,337,055



222,687Translation adjustment


10,297



(3,741
)Retained Deficit


(893,028
)


(207,809
)Total stockholders' equity


503,574



11,227Total liabilities and stockholders' equity

$
520,337


$
55,476
 
 
 The accompanying notes are an integral part of these consolidated financial statements.


10




ENHANCE SKIN PRODUCTS INC.formerly Zeezoo Software Corp.CONSOLIDATED STATEMENTS OF OPERATIONSFor the Years ending April 30, 2009, and April 30, 2008April 30,


April 30,2009


2008Revenue

$
-


$
8,229Cost of goods sold


-



1,844Gross profit


-



6,385EXPENSESOperating expensesGeneral & administrative


397,858



17,117Professional fees


65,675



14,042Development


4,661



5,407Marketing


220,061



985688,255



37,551Net loss before other items


(688,255
)


(31,166
)Other itemsInterest on long term debt


628



5,121Interest income


(3,664
)


-Net loss before income taxes


(685,219
)


(36,287
)Provision for income taxes


-



-Net loss

$
(685,219
)

$
(36,287
)Basic and diluted loss per common share

$
(0.02
)

$
(3,628.70
)Weighted average number of commonshares outstanding


35,082,195



10
 
 The accompanying notes are an integral part of these consolidated financial statements.


11





ENHANCE SKIN PRODUCTS INC.formerly Zeezoo Software Corp.CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITYFor the Years ending April 30, 2009, and April 30, 2008DeficitAccumulatedAdditional





During the


TotalCommon Stock


paid in


Translation


Development


StockholdersShares


Amount


Capital


Adjustment


Stage


EquityBalance April 30, 2007


10


$
90


$
156,368


$
(1,755
)

$
(171,521
)

$
(16,818
)Contribution to APIC










66,319











66,319Increase (decrease) in
translation adjustment











(1,986
)






(1,986
)Net loss for the year


















(36,288
)


(36,288
)Balance April 30, 2008


10



90



222,687



(3,741
)


(207,809
)


11,227Asset Purchase Agreementexecuted August 14, 2008Shares assumed


20,250,000



20,250



(20,250
)










-Shares issued


27,500,000



27,500



(27,500
)










-Shares cancelled


(10
)


(90
)


90











-Private placement closedAugust 14, 2008 @ $1.00


1,500,000



1,500



1,153,900







-



1,155,400Contribution to APIC










10,749











10,749Net liabilities acquired from Zeezoo







- 2,621











(2,621
)Increase (decrease) in
translation adjustment











14,038







14,038Net loss for the  period


-



-



-







(685,219
)


(685,219
)Balance April 30, 2009


49,250,000


$
49,250


$
1,337,055


$
10,297


$
(893,028
)

$
503,574
 
        
 The accompanying notes are an integral part of these consolidated financial statements.


12


ENHANCE SKIN PRODUCTS INC.formerly Zeezoo Software Corp.CONSOLIDATED STATEMENTS OF CASH FLOWSFor the Years ending April 30, 2009, and April 30, 2008April 30,


April 30,2009


2008CASH FLOWS FROM OPERATING ACTIVITIESNet loss for the period

$
(685,219
)

$
(36,287
)Changes in operating assets and liabilities:Sales tax receivable


(7,833
)


3,250Prepaids & deposits


(17,889
)


(555
)Inventory


(43,613
)


-Accounts payable and accrued liabilities


16,504



(1,345
)Accounts payable to related party


259



-Cash flows from operating activities


(737,791
)


(34,937
)CASH FLOWS FROM INVESTING ACTIVITIESPatent applications


(36,200
)


(6,697
)Cash flows from investing activities


(36,200
)


(6,697
)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issuance of common stock


1,155,400



-Increase in additional paid in Capital


10,749



66,319Net liabilities acquired from Zeezoo


(2,621
)


-Payment of loans


(41,161
)


(19,236
)Cash flows from financing activities


1,122,367



47,083NET INCREASE (DECREASE) IN CASH


348,376



5,449Effect of foreign currency translation adjustments


16,318



(6,264
)Cash, beginning of the period


(3,088
)


(2,273
)Cash, end of the period

$
361,606


$
(3,088
)Supplemental disclosure with respect to cash flows:Cash paid for income taxes

$
-


$
-Cash paid for interest

$
628


$
5,121Patent applications having a value of $6,903 and trademarks having a value of $44,115 as well asbank loans of $34,416 were acquired in the asset purchase agreement executed onAugust 14, 2008 with the issue of 27,500,000 shares of Common Stock
 
 
 The accompanying notes are an integral part of these consolidated financial statements.





13





ENHANCE SKIN PRODUCTS INC.


formerly Zeezoo Software Corp.




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


April 30, 2009






NOTE 1.   GENERAL ORGANIZATION AND BUSINESS





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





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 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, 2009 the Company had a cash balance of $361,606 compared to a bank overdraft of $3,088 at April 30, 2008.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash and cash equivalents, inventory, 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.

14
ENHANCE SKIN PRODUCTS INC.
formerly Zeezoo Software Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2009


INVENTORIES
Inventories are valued at the lower of cost or market.  The cost is determined by using the average cost method.

SALES
All of the Company’s sales were to one customer in one geographic region. USE OF ESTIMATES




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





REVENUE RECOGNITION





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




ADVERTISING EXPENSE





The Company’s policy regarding advertising is to expense advertising when incurred.  Advertising expense was $74,135 and $985 for the year ended April 30, 2009 and April 30, 2008 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.





BASIC AND DILUTED LOSS PER SHARE





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





PRODUCT DEVELOPMENT COSTS





Product development costs are expensed as incurred. Product development expense was $4,661 and $5,407 for the year ended April 30, 2009 and April 30, 2008 respectively.


15

ENHANCE SKIN PRODUCTS INC.
formerly Zeezoo Software Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2009 INCOME TAXES





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





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





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 SFAS No 38.  The Company uses the U.S. dollar as its reporting currency for consistency with registrants of the Securities and
Exchange Commission and in accordance with SFAS No. 52.





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




WEBSITE COSTS




Website costs consist of software development costs, which represent 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





June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). The provisions
of SFAS 166, in part, amend the derecognition guidance in FASB Statement No. 140, eliminate the exemption from consolidation for qualifying special-purpose entities and require additional disclosures. SFAS 166 is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009. The Company does not expect the provisions of SFAS 166
to have a material effect on the financial position, results of operations or cash flows of the Company.

In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments. This FSP amends the other-than-temporary impairment
guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. The FSP does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The FSP shall be effective for interim
and annual reporting periods ending after June 15, 2009. The Company currently does not have any financial assets that are other-than-temporarily impaired.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting
guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.


16

ENHANCE SKIN PRODUCTS INC.
formerly Zeezoo Software Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2009

In May 2008, the FASB issued SFAS No. 162, “the Hierarchy of Generally Accepted Principles”.  This statement identifies the sources of accounting principles and the framework of selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally
accepted accounting principles (“GAAP”) in the Unites States.  The statement is directed to entities rather than auditors because entities are responsible for the selection of accounting principles for financial statements that are presented in conformity with GAAP.  This statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles”.  The Company does not expect that the adoption of this statement will have a material impact on its financial position, results of operations or cash flows. NOTE 4.   GOING CONCERN




The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has net losses for the year ended April 30, 2009 of $685,219. The Company intends
to fund operations through working capital and sales, which may be insufficient to fund its expenditures, working capital and other cash requirements for the next 12 months.




The ability of the Company to 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 currently manufacturing products to generate sales. There can be no assurances, however, that management’s expectations of future sales will be realized.




These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.




NOTE 5.   LONG-TERM DEBT




The Long-term debts are secured by a general security agreement on all of the assets of the Company.  Long-term debts consist of the following as of April 30, 2009 and April 30, 2008:






















17




ENHANCE SKIN PRODUCTS INC.
 formerly Zeezoo Software Corp.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 April 30, 2009




Monthly

Maturity

Interest


Gross


Current


Long termTerms

Date

Rate


Balance


Portion


LiabilityBusiness DevelopmentBank of Canada






$
-


$
-


$
-TD Canada Trust







-



-



-Total at April 30, 2009






$
-


$
-


$
-Maturity

Interest


Gross


Current


Long termTerms

Date

Rate


Balance


Portion


LiabilityBusiness DevelopmentBank of Canada

$1,071 plus interest

Dec 2009


11.25
%

$
21,420


$
9,639


$
11,781TD Canada Trust

$823 plus interest

Apr 2010


7.25
%


19,741



7,403



12,338Total at April 30, 2008







$
41,161


$
17,042


$
24,119







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 choose to do so, elect all
of the directors of the Company.





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 $1,500,000 of units, each unit consisting of 2 shares of Common Stock and one warrant to purchase one share of Common Stock. The unit purchase price was $2.00. Each warrant entitles 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.





Net proceeds to the Company were $1,061,502. $438,300 of funds was disbursed as follows: $300,000 was paid as finder’s fees, $44,600 were cash expenses consisting of professional fees and legal fees associated with share issuance costs. A further $34,416 was paid to satisfy existing bank loans and $59,482 was paid
to officers of the Company who had advanced funds for current marketing efforts.





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.


18





ENHANCE SKIN PRODUCTS INC.


formerly Zeezoo Software Corp.




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


April 30, 2009






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 as
of April 30, 2009.





The following table summarizes warrants that are issued, outstanding and exercisable.




WarrantsIssued

OutstandingExercise

Expiration

April 30,

April 30,Price

Date

2009

20091.40

14-Aug-10

750,000

750,000





NOTE 8.   RELATED PARTY TRANSACTIONS AND BALANCES





The amount due to a Director of $259 has no repayment terms, is unsecured and is non-interest bearing.





During the period ended April 30, 2009 and commencing on August 15, 2008, the Company made monthly consulting fee payments of $12,500 to Biostrategies Consulting Group Inc., a private Ontario company wholly owned by the Company’s CEO who is also a Director.  In this period, a total of $106,250 has been recorded as an expense.  During
the same period, and in consideration of the payments made to Biostrategies Consulting Group Inc., the Company’s CEO did not collect any salary from the Company.





The CEO, Director made contributions to additional paid capital of $10,749 and $66,319 in the years 2009 and 2008 respectively.





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





NOTE 9.   INVENTORY





The Company has purchased $43,613 of raw materials which will be used in production of the Company’s products.  The Company manufactured the products at the end of the first quarter of fiscal 2010 and will be launching them for sale in the second quarter of fiscal 2010.





NOTE 10.   INCOME TAXES




The Company follows Statement of Financial Accounting Standards Number 109 (SFAS 109), “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, 2009, the Company had an used net operating loss carryover all occurring in the current year approximating $680,757 that is available to offset taxable income which expires in 2029.





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




19





ENHANCE SKIN PRODUCTS INC.
formerly Zeezoo Software Corp.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2009








NOTE 11.   NET OPERATING LOSSES





As of April 30, 2009, the Company has a net operating loss carry forward of approximately $893,028 which will expire for tax loss carry forward purposes 20 years from the date the loss was incurred. NOTE 12.   OPERATING LEASES AND OTHER COMMITMENTS





The Company currently has a monthly lease commitment of $747 expiring October 31, 2011.  Rent expense was $17,639 and $13,790 for the year ended April 30, 2009 and April 30, 2008 respectively.




Fiscal

LeaseYear

Agreement


Total2010


8,964



8,9642011


8,964



8,9642012


4,482



4,4822013


0



02014


0



0Total


22,410



22,410
























20





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
 
 21
 
 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 external auditors
also review Internal Controls in connection with their audit and review activities. 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.
  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) aside from the significant deficiency 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.
     
 
 22
 
 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, 2009, 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, 2009, 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.
 
 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
 23
 
 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.

66

President and Chief Executive Officer and Director(1)

Officer since
August 30, 2008Frode Botnevik

62

Director

August 30, 2008Donald Nicholson

51

Director(1)

February 6, 2009Christopher Hovey

64

Chief Operating Officer and Vice President of Sales

August 14, 2008Brian Lukian

61

Chief Operating Officer and Treasurer

August 14, 2008Zenas B. Noon

73

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.


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 will be appointed as a director of the company following our filing and mailing of a Schedule 14F-1. Dr. Asculai has been the President and Chief Executive Officer and sole stockholder of Enhance Skin Products Inc.
since 2004. Dr. Asculai has been working in the life science industry for more than 40 years. From April 1998 to January 2003, he served as Chief Executive Officer of Verigen AG, a tissue engineering company. Dr. Asculai procured appropriate financing in Europe and began Verigen’s operations in Germany in 1999. Verigen was sold to Genzyme GmbH in February 2005. From December 1989 to March 1998, Dr. Asculai served as Chief Executive Officer of Hyal Pharmaceutical Corporation. While at Hyal Pharmaceutical,
Dr. Asculai invented and developed a proprietary topical drug delivery technology based on hyaluronic acid called the HITTM (hyaluronan induced targeting) delivery. It was also during his service to Hyal Pharmaceutical that Dr. Asculai developed the technology underpinning the Visible YouthTM brand. Hyal Pharmaceutical was acquired by SkyePharma Plcin 2000. From January 1982 to September 1987, Dr. Asculai served as Vice President—Operations
of ens Bio-Logicals. From 1975 to 1982, Dr. Asculai served as Manager, Research and Development at Monsanto Corporation. From 1965 to 1975, Dr. Asculai held various positions in the Ortho Pharmaceutical Corporation division of Johnson & Johnson. Dr. Asculai received a Masters degree in 1970 in Microbiology and a Ph.D. in 1972 in Microbiology, both from Rutgers University.




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 our Chief Operating Officer and Vice President of Sales. Since October 2007, Mr. Hovey has been the Acting Director of Sales and Marketing for Enhance. In 1989, Mr. Hovey founded Hovey And Company, 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 with Management Equities, Inc., a similarly focused consulting company, and has been President of the combined entity since. The medical industry clients of Management Equities, Inc. have included: 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; Mattioli Engineering, an Italian manufacturer of microdermabrasion devices; and Aesthetic Technologies, Inc., the developer of the “Parisian Peel”, which is the industry leading brand for microdermabrasion. Mr. Hovey is also a co-founder ofMedical
Aesthetics International,an importer and distributor of aesthetic medical products. Mr. Hovey received an Honors B.A. from the University of Toronto in 1966 and an M.B.A. with Distinction from Harvard Business School in 1970.






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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.





COMMITTEES OF THE BOARD





We do not have an audit committee or compensation committee.





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 five years:




1.   any bankruptcy petition filed by or against any business of which such person was a general  partner or executive  officer either at the time of the bankruptcy or within two years prior to that time;




2.   any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);




3.   being  subject to any order,  judgement  or decree,  not  subsequently reversed,   suspended   or   vacated,   of  any  court  or   competent jurisdiction,   permanently   or   temporarily   enjoining,   barring,
suspending,  or  otherwise  limiting  his  involvement  in any type of business, securities, or banking activities; or




4.   being found by a court of competent  jurisdiction (in a civil action), the  Commission or the Commodity  Futures  Trading  Commission to have violated a federal or state  securities  or  commodities  law, and the judgment has not been
reversed, suspended, or vacated.





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 2008:






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Summary Compensation Table





Name and Principal position

Year

Salary
($)

Bonus
($)

All other Compensation
($)

Total
($)Dr Samuel S. Asculai  CEO


2009

106,250


-

-


106,2502008

-


-

-


-Christopher Hovey  COO VP Sales


2009

106,250


-

-


106,2502008

-


-

-


-Brian Lukian


2009

51,000


-

-


51,0002008

-


-

-


-





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 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.





OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END





As at April 30, 2009, 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, 2008.




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








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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 August 30, 2009, 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.




Name of Beneficial Owner

Common Stock
Beneficially Owned (1)


Percent of ClassBiostratagies Consulting Group Inc (2)


27,500,000



55.8
%Samuel Asculai, Ph.D. (2)


27,500,000



55.8
%Frode Botnevik


0



*Donald Nicholson


0



*Chris Hovey


0



*Dr. Zenas B. Noon


0



*Brian Lukian


0



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


27,500,000



55.8
%* Less than 1%.





(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, 37th floor, Toronto, Ontario, Canada. Dr. Asculai, who will be become a director of the Company, is the sole owner of the 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:






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Financial Year Ended2009


2008Audit fees

$
35,934


$
-Audit Related


-



-Tax Fees


-



-All Other Fees


-



-Total

$
35,934


$
-




In each of the last two fiscal  years ended April 30, 2009 and 2008,  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.




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
















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SIGNATURES





Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange Act of 1934,  the  registrant  has duly  caused  this report to be signed on its behalf  by the  undersigned, thereunto duly  authorized, on this
14 th day of September, 2009.




ENHANCE SKIN PRODUCTS INC.Date:  November 6, 2009
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   14 th day of September, 2009.




ENHANCE SKIN PRODUCTS INC.Date:  November 6, 2009
By:
/s/ Brian LukianName:  Brian LukianTitle:    Chief Financial Officer, Principal Financial Officer
































































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