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EXCEL - IDEA: XBRL DOCUMENT - Enhance Skin Products IncFinancial_Report.xls
EX-32.1 - ENHANCE SKIN PRODUCTS 10Q, CERTIFICATION 906, CEO - Enhance Skin Products Incenhanceskineexh32_1.htm
EX-31.1 - ENHANCE SKIN PRODUCTS 10Q, CERTIFICATION 302, CEO - Enhance Skin Products Incenhanceskineexh31_1.htm
EX-32.2 - ENHANCE SKIN PRODUCTS 10Q, CERTIFICATION 906, CFO - Enhance Skin Products Incenhanceskineexh32_2.htm
EX-31.2 - ENHANCE SKIN PRODUCTS 10Q, CERTIFICATION 302, CFO - Enhance Skin Products Incenhanceskineexh31_2.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
        For the quarter ended October 31, 2011
 
OR
 
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
        For the transition period from __________ to _____________
 
Commission File Number 000-52755
 
ENHANCE SKIN PRODUCTS INC.
(Exact name of registrant as specified in its charter)
 
Nevada
84-1724410
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.) 

695 South Colorado Boulevard, Suite 400, Denver, Colorado 80246
(Address of principal executive offices)                (Zip Code)
 
Registrant's telephone number, including area code:    416-644-8318
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the  preceding 12 months (or for such  shorter  period that the  registrant  was required  to file  such  reports),  and  (2) has  been  subject  to such  filing requirements for the past 90 days.     Yes x     No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.     Yes o     No o (Not Required)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “Accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
Accelerated filer
o
Non-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
 
APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date:

Number of shares outstanding of the registrant's class of common stock as of October 31, 2011: 53,250,000.
 
 
 
 
 
ENHANCE SKIN PRODUCTS INC.
 
INDEX
 
 
 
 
 
 
 

 
 
 
PART I - FINANCIAL INFORMATION
 
ITEM 1.   Condensed Consolidated Financial Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
   
ENHANCE SKIN PRODUCTS INC.
 
               
CONDENSED CONSOLIDATED BALANCE SHEETS
 
   
               
     
(unaudited)
       
     
October 31
   
April 30
 
     
2011
   
2011
 
               
ASSETS
           
Current
           
Cash
  $ 1,249     $ 1,753  
Prepaids & deposits
    -       83  
                   
 
Total current assets
    1,249       1,836  
                   
Other assets
               
Sales tax receivable
    3,431       3,574  
                   
 
Total other assets
    3,431       3,574  
                   
Total assets
  $ 4,680     $ 5,410  
                   
                   
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities
               
Accounts payable and accrued liabilities
  $ 59,615     $ 56,971  
Accounts payable to related party
    1,256,155       953,350  
Advances related party
    136,806       99,233  
                   
 
Total current liabilities
    1,452,576       1,109,554  
                   
                   
Stockholders' equity (deficit)
               
Authorized:
               
 
200,000,000 common shares par value $0.001
               
 
as of October 31, 2011 and April 30, 2011, respectively
               
Issued and outstanding 53,250,000 as of
               
 
October 31, 2011 and April 30, 2011
    53,250       53,250  
Additional paid-in capital
    1,498,055       1,498,055  
Accumulated other comprehensive income
    (3,348 )     (3,149 )
Deficit
    (2,995,853 )     (2,652,300 )
                   
Total stockholders' equity (deficit)
    (1,447,896 )     (1,104,144 )
                   
Total liabilities and stockholders' equity
  $ 4,680     $ 5,410  
                   
   
   
  The accompanying notes are an integral part of these consolidated financial statements.  
   
                   

 
 
 
 
   
ENHANCE SKIN PRODUCTS INC.
 
                         
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
For the three months and six months ending October 31, 2011 and October 31, 2010
 
(Unaudited)
 
   
                         
   
Three Months
   
Six Months
 
   
ended
   
ended
 
   
October 31
   
October 31
 
   
2011
   
2010
   
2011
   
2010
 
                         
Revenue
  $ -     $ 4,019     $ 294     $ 4,354  
                                 
Cost of goods sold
    -       1,708       -       1,751  
                                 
Gross (loss) profit
    -       2,311       294       2,603  
                                 
EXPENSES
                               
Operating expenses
                               
General & administrative
    158,651       143,425       319,705       289,753  
Professional fees
    7,255       126,622       22,998       149,864  
Marketing
    607       3,834       1,144       7,574  
                                 
      166,513       273,881       343,847       447,191  
                                 
Net loss before other items
    (166,513 )     (271,570 )     (343,553 )     (444,588 )
                                 
Other items
                               
Legal settlement expense
    -       -       -       34,537  
                                 
Net loss before income taxes
    (166,513 )     (271,570 )     (343,553 )     (479,125 )
                                 
Provision for income taxes
    -       -       -       -  
                                 
Net loss
  $ (166,513 )   $ (271,570 )   $ (343,553 )   $ (479,125 )
                                 
Basic and diluted loss per common share
  $ (0.00 )   $ (0.01 )   $ (0.01 )   $ (0.01 )
                                 
Weighted average number of common
                               
shares outstanding
    53,250,000       51,695,652       53,250,000       50,472,826  
                                 
                                 
   
   
The accompanying notes are an integral part of these consolidated financial statements.
 
   
 
 
 
 
 
   
ENHANCE SKIN PRODUCTS INC.
 
                                     
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 
For the six months ended October 31, 2011 and the year ending April 30, 2011
 
(Unaudited)
 
   
                                     
                     
          Accumulated
       
               
Additional
   
other
         
Total
 
   
Common Stock
   
paid in
   
         comprehensive
   
Stockholders
 
   
Shares
   
Amount
   
Capital
   
income
   
Deficit
   
Equity
 
                                     
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                       30,000  
Common stock issued with indirect primary offering agreement for services
    1,750,000       1,750       103,250                       105,000  
Common stock sold at $0.02 per share for cash
    1,500,000       1,500       28,500                       30,000  
Translation 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 )
                                                 
Translation adjustment
                            (199 )             (199 )
Net loss for the  period
                                    (343,553 )     (343,553 )
                                                 
Balance October 31, 2011
    53,250,000     $ 53,250     $ 1,498,055     $ (3,348 )   $ (2,995,853 )   $ (1,447,896 )
                                                 
   
   
   
   
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
   
 
 
 
 
 
   
ENHANCE SKIN PRODUCTS INC.
 
 
           
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
For the six months ended October 31, 2011 and October 31, 2010
 
(Unaudited)
 
   
             
   
Six Months Ended
 
   
October 31
   
October 31
 
   
2011
   
2010
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net loss for the period
  $ (343,553 )   $ (479,125 )
Amortization of intangible assets
    -       5,070  
Stock issued for services
    -       105,000  
Changes in operating assets and liabilities:
               
Accounts receivable
    -       (1,798 )
Sales tax recoverable
    143       (1,609 )
Prepaids & deposits
    83       2,283  
Inventory
    -       2,712  
Accounts payable and accrued liabilities
    2,644       (75,188 )
Accounts payable to related party
    302,805       394,268  
                 
Cash flows from operating activities
    (37,878 )     (48,387 )
                 
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
                 
Cash flows from investing activities
    -       -  
                 
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Proceeds from issuance of common stock
    -       30,000  
Proceeds from related party advances
    37,573       21,610  
                 
Cash flows from financing activities
    37,573       51,610  
                 
                 
NET INCREASE (DECREASE) IN CASH
    (305 )     3,223  
Effect of foreign currency translation adjustments
    (199 )     (2,442 )
                 
Cash, beginning of the period
    1,753       2,883  
                 
Cash, end of the period
  $ 1,249     $ 3,664  
                 
Supplemental 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 $63,427 and $17,244 at October 31,
 
2011 and October 31, 2010 respectively.
               
                 
                 
   
   
The accompanying notes are an integral part of these consolidated financial statements.
 
   
 
 
 


 
ENHANCE SKIN PRODUCTS INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
October 31, 2011
(unaudited)
 
 
NOTE 1.   BASIS OF PRESENTATION

The accompanying unaudited interim condensed consolidated financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial positions, results of operations, and cash flows at October 31, 2011 and 2010, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these interim condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's April 30, 2011 and 2010 audited financial statements.  The results of operations for the periods ended October 31, 2011 and 2010 are not necessarily indicative of the operating results for the full year.

NOTE 2.   RECENT ACCOUNTING PRONOUNCEMENTS
 
The company’s management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that they will have a material effect on the company’s financial position and results of operations.

NOTE 3.   GOING CONCERN
 
The accompanying condensed 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 six months ended October 31, 2011 of $343,553 and a working capital deficit of $1,451,428.  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 4.   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”.  Mr Puselic billed the Company $150,000 during the fiscal year ended April 30, 2011 and $75,000 for the first six months of the current fiscal year.   At October 31, 2011 Mr Puselic was owed $325,625 in unpaid fees.
 
 

 
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 October 31, 2011 the Company has raised $60,000 of funds from the issuance of Common Stock, 5% of this or $3,000 should have been paid to satisfy this obligation; however, only $1,500 has been paid at October 31, 2011. As of October 31, 2011 the balance owed to Mercuriali is $34,086.
 
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. Mr Lukian billed the Company $150,000 during the fiscal year ended April 30, 2011 and $75,000 for the first six months of the current fiscal year.   At October 31, 2011 Mr. Lukian was owed $232,047 in unpaid fees.
 
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:

 
October 31
   
April 30
 
 
2011
   
2011
 
Unpaid remuneration
  $ 1,208,297     $ 908,297  
Balance owing Mercuriali
    34,086       35,231  
Unreimbursed expenses
    13,772       9,822  
    $ 1,256,155     $ 953,350  

During the six months ended October 31, 2011 as well as the year ended April 30, 2011 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 $75,000 and $150,000 as an expense in the six months ended October 31, 2011 and the twelve months ended April 31, 2011 respectively.  At October 31, 2011 $325,625 of these expenses are unpaid and included in accounts payable related party. In addition, for the six months ended October 31, 2011 General and Administrative expenses amounted to $319,705 of which a total of $300,000 was for related party compensation.
 
 
 
 
 
Advances - Related Party
 
As of October 31, 2011 and April 30, 2011, the Company owes $136,806 and $99,233, 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. In August 2011, the Board of Directors approved to grant to the CEO and Director a general security interest in all the assets of the company to secure the amounts loaned to the company both in the past and in the future.
 
NOTE 5.   STOCKHOLDERS' EQUITY
 
AUTHORIZED
 
In July 2011 the Board of Directors approved the increase of authorized common shares to 200,000,000 shares from the 100,000,000 previously authorized.  The common shares have a $0.001 par value.  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. The company has not filed this amendment to the articles of incorporation with the Secretary of State yet.
 
NOTE 6.   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 paid Crisnic (i) due diligence expenses of $10,000.00; (ii) 1,750,000 shares of its common stock; and (iii) has agreed to pay 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.
 
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-Q 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.
 
NOTE 7.   SUBSEQUENT EVENTS

The Company’s management has evaluated subsequent events through the filing date of these financial statements and has determined that there are no material subsequent events to report.
 
 

 
ITEM 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Note Regarding Forward-Looking Statements

This quarterly report contains “forward-looking statements” that involve risk and uncertainties.  The Company uses forward-looking statements that you can identify by words or terminology such as “may”, “should”, “could”, “predict”, “potential”, “continue”, “expect”, “anticipate”, “future”, “intend”, “plan”, “believe”, “estimate”, and similar expressions (or the negative of these expressions).  This quarterly report includes statements that are “forward-looking statements,” including statements regarding our expectations, hopes, beliefs, intentions or strategies regarding the future.  All statements regarding our financial position, business strategy and other plans and objectives for future operations, and future product demand, supply, costs, marketing, and pricing factors, are forward-looking statements.  Actual results, levels of activity, performance, achievements and events are most likely to vary materially from those implied by the forward-looking statements.  All forward-looking statements included in this quarterly report are based on information available to us on the date hereof, and we assume no obligation to update such forward-looking statements.  Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct or that we will take any actions that may presently be planned.  Certain important factors could cause actual results to differ materially from our expectations.  Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this quarterly report.  Readers should carefully review this report in its entirety, including, but not limited to, our financial statements and the notes thereto.  Except for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

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 six months ended October 31, 2011:
 
 
3 Months ended
   
6 Months ended
 
   
October 31
   
October 31
 
   
2011
   
2010
   
2011
   
2010
 
Total Sales
  $ -     $ 4,019     $ 294     $ 4,354  
Cost of goods sold
    -       1,708       -       1,751  
Gross (loss) profit
    -       2,311       294       2,603  
Operating expenses
    166,513       273,881       343,847       447,191  
Net loss befor other items
    (166,513 )     (271,570 )     (343,553 )     (444,588 )
Other items
                               
Legal settlement expense
    -       -       -       34,537  
Net loss
  $ (166,513 )   $ (271,570 )   $ (343,553 )   $ (479,125 )
Net loss per share
  $ 0.00     $ (0.01 )   $ (0.01 )   $ (0.01 )
                                 
Total assets
  $ 4,680     $ 166,827     $ 4,680     $ 166,827  
Working capital
  $ (1,451,327 )   $ (668,813 )   $ (1,451,428 )   $ (668,813 )
 
Sales
 
Sales for the six months ended October 31, 2011 were $294 a decrease of $4,060 from the October 31, 2010 sales of $4,354. The decrease was due the lack of funds to initiate a marketing and sales campaign.

During the three months ended October 31, 2011 the company did not record any sales, a decrease of $4,019 or 100% from the three months ending October 31, 2010. The decrease was due to the lack of marketing funds as mentioned above.
 
 

 
Cost of goods sold
 
The cost of the sales for the six months ended October 31, 2011 were $0 resulting in a gross profit percent of 100% compared to the six months ended October 31, 2010 cost of sales of $1,751 and gross profit percent of 60%.  The explanation for the increase in gross profit percent for the six months ended October 31, 2011 is the result of the impairment of the Company’s inventory in the year ended April 30, 2011.

The cost of sales for the three months ended October 31, 2011 were $0 resulting in a gross profit percent of $0 as compared to the three months ended October 31, 2010 cost of sales of $1,708 resulting in a gross profit percent of 58%. The explanation for the decrease in the gross profit percent for the three months ended October 31, 2011 is explained above in the year to date sales and no sales recorded for the three month period.

Operating Expenses
 
General & administrative expenses for the six months ended October 31, 2011 were $319,705, an increase of $29,952 or 10.3% over the $289,753 recorded in the same period ended October 31, 2010. Of the $158,651 of general and administrative expenses incurred in the three months ended October 31, 2011, remuneration contributed  96.4% or $152,869, rent 2.6% or $3,300, corporate of 1.5% or $2,441, foreign exchange was a 0.5% credit or $864 and the balance of  $905 was for bank charges, travel, office and general expenses. Of the $319,705 of general and administrative expenses incurred year to date ending October 31, 2011, remuneration contributed 95% or $305,738, rent 2.3% or $7,498, corporate 0.9% or $2,963, foreign exchange was 0.3% credit or 1,414 and the balance of 1.5% or $4,920 was for bank charges, insurance, travel and office and general.  General and administrative expenses for the three months ended October 31, 2011 were $158,651, an increase of 10.6% or $15,226 over the $143,425 recorded in the same period ended October 31, 2010. The increase is mainly attributed to the increase in remuneration of the Companies contract consultant.

Professional fees for the six months ended October 31, 2011 were $22,999 as compared to $149,864 for the six months ended October 31, 2010 for a decrease of $126,865 or 84.6% mainly due to a financing deal as explained below.
Professional fees for the three months ended October 31, 2011 were $7,255, a decrease of 94.3% or $119,367 less than the $126,622 recorded in the same period ended October 31, 2010. The decrease is due to the fact that last year professional expenses included large fees of $10,000 cash plus $105,000 issuance of common stock for a total of $115,000 expense related to the due diligence of a financing deal with the Crisnic fund on August 3, 2010. In addition, there was a decrease in legal fees of $9,699 or 87.4% and a decrease in audit fees of $454 or 13% from the same three month period ended October 31, 2010.

Marketing expenses incurred in the six months ended October 31, 2011 were $1,144 as compared to $7,574 for the six months ended October 31, 2010 for a decrease of $6,430 or 84.9%. Of that decrease, $5,070 was due to the amortization of the intellectual property which was fully written off in the prior year. In addition, there was a decrease in advertising, trade shows and the associated travel of $1,641 or 100% due to the availability of limited funds for these purposes.  Marketing expenses for the three months ended October 31, 2011 were $607, a decrease of $3,227 or 84% less than the $3,834 recorded in the same period ended October 31, 2010. The decrease is attributable to the 100% decrease in amortization of the intellectual property and a 100% decrease in advertising and trade shows due to the availability of limited funds for these purposes.
 
Other Items

Legal settlement expense.

During the six months ended October 31, 2011 there were no other items to record.  However during the three months ended July 31, 2010 the Company recorded the following settlement.
 
 
 
 
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 October 31, 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 October 31, 2011. As of October 31, 2011 the balance owed to Mercuriali is $34,086 after adjusting for current exchange rates with pound sterling.
 
Liquidity and Capital Resources
 
At October 31, 2011, the Company had a working capital deficit of $1,451,327, as compared to a working capital deficit of $1,107,718 at April 30, 2011, resulting in an increase in working capital deficit of $343,710.

The Company’s CEO and director continues to make further advances to the Company, increasing the balance in advances related party.  These funds are being used to finance current essential operating expenses.

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.
 
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 six months ended October 31, 2011 and the three months ended July 31, 2011 the Company relied on advances from the CEO and director of $15,222 and $14.687 respectively for a year to date total of $29,909.  As well, as all related party management is continuing to accrue unpaid remunerations.

ITEM 3.   Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.
  
ITEM 4T.   Controls and Procedures.
 
Evaluation of Controls and Procedures

We recently evaluated the effectiveness of our disclosure controls and procedures, as required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, being July 31, 2011.  This evaluation was conducted with the participation of our principal executive officer and our principal accounting officer.

We maintain disclosure controls and procedures designed to provide reasonable assurance that material information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that the information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We performed an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on their evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures are effective in giving us reasonable assurance that the 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 SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our Principal Executive and Principal Financial Officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
 
Changes in Internal Control Over Financial Reporting
 
Based upon their evaluation of our controls over financial reporting, as required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Securities Exchange Act of 1934, our principal executive officer and principal accounting officer have concluded that our disclosure controls are, and will be, effective in providing reasonable assurance that material information relating to us is accumulated and communicated to management, including our principal executive and principal financial officers(s), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to affect materially our internal controls over financial accounting.
 
 

 
Our management did, however, identify 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 our financial reporting.  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 our 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.  To remediate this situation, we are seeking 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.
 
We believe that the remediation measures we are taking, if effectively implemented and maintained, will remediate the significant deficiency discussed above.
 
Except as described above, there have been no changes in our internal controls over financial reporting that occurred during our last fiscal quarter to which this Quarterly Report on Form 10-Q relates that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.
 
 
PART II - OTHER INFORMATION
 
ITEM 1.   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 2.   Unregistered Sales of Equity Securities and Use of Proceeds.

None.
 
ITEM 3.   Defaults Upon Senior Securities.
 
None.
 
ITEM 4.   (Removed and Reserved)
 
 
ITEM 5.   Other Information.
 
None.
 
 

 
ITEM 6.   Exhibits.
 
(a)   Pursuant to rule 601 of Regulation  S-K, the following  exhibits are included herein or incorporated by reference.
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
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 14th day of  December, 2011.
 
 
ENHANCE SKIN PRODUCTS INC.
 
       
       
Date:  December 14, 2011
By:
/s/ Dr. Samuel S. Asculai
 
   
Name:  Dr. Samuel S. Asculai
 
   
Title:    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 14th day of  December, 2011.
 
 
ENHANCE SKIN PRODUCTS INC.
 
       
       
Date:  December 14, 2011
By:
/s/ Brian Lukian
 
   
Name:  Brian Lukian
 
   
Title:    Chief Financial Officer, Principal Financial Officer
 
 
 







 
 

 
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