Enhance Skin Products Inc - FORM 10-Q/A

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EXCEL - IDEA: XBRL DOCUMENT - Enhance Skin Products Inc	Financial_Report.xls
EX-32.1 - ENHANCE SKIN PRODUCTS 10Q/A, CERTIFICATION 906 - Enhance Skin Products Inc	enhanceskinexh32_1.htm
EX-31.1 - ENHANCE SKIN PRODUCTS 10Q/A, CERTIFICATION 302 - Enhance Skin Products Inc	enhanceskinexh31_1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q /A

Amendment #1

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

For the quarter ended July 31, 2012

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.)

100 King Street West, 56th Floor, Toronto, Ontario M5X 1C9

(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

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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 July 31, 2012: 53,250,000

ENHANCE SKIN PRODUCTS INC.

INDEX

PART I – FINANCIAL INFORMATION		3

Item 1	Financial Statements and Notes to the Financial Statements	3

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3	Quantitative and Qualitative Disclosures About Market Risk	15

Item 4	Controls and Procedures	15

PART II – OTHER INFORMATION		19

Item 1	Legal Proceedings	19

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	19

Item 3	Defaults Upon Senior Securities	19

Item 4	(Removed and Reserved)	19

Item 5	Other Information	19

Item 6	Exhibits	19

Explanatory Note for Amendment 1:

Enhance Skin Products Inc. (the "Company") is filing this Amendment No. 1 (the "Amended 10-Q") to its previously filed Quarterly Report on Form 10-Q (the "First Quarter Report") for the three months period ended July 31, 2012 to reflect adjustments to previously reported financial information, as discussed in Note 8 and to reflect related matters involving the Company's controls and procedures. The adjustments reflect changes to the previously reported information as management has identified certain expenses relating to the three months period ended July 31, 2012, which were inadvertently not recorded. The term Restatement Adjustments refers to adjustments to record these expenses amounting to $39,836. Except to reflect the Restatement Adjustments, the related controls and procedures, the information in the First Quarter Report and this Amended 10-Q has not been updated or otherwise changed to reflect any events, conditions or other developments that have occurred or existed since September 14, 2012, the date the First Quarter Report was filed. Accordingly, except solely with regard to the restatement and the related controls and procedures, all information in the First Quarter Report and the Amended 10-Q speak only as of September 14, 2012. For updated information please refer to the Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 2013 filed on March 19, 2013.

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PART I – FINANCIAL INFORMATION

ITEM 1. Financial Statements.

	Page Number

Condensed consolidated balance sheets	4

Condensed consolidated statements of operations	5

Condensed consolidated statement of stockholder's equity	6

Condensed consolidated statements of cash flows	7

Condensed consolidated notes to the financial statements	8

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ENHANCE SKIN PRODUCTS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)



		July 31			April 30
		2012			2012
		(As Restated)

ASSETS
Current
Cash		$	781		$	1,075
Prepaid & deposits			-			-

	Total current assets		781			1,075

Other assets
Sales tax receivable			-			-

	Total other assets		-			-

Total assets		$	781		$	1,075

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities		$	261,603		$	179,806
Accounts payable to related parties			1,555,693			1,555,693
Advances from related parties			191,940			173,105

	Total current liabilities		2,009,236			1,908,604

Stockholders' equity (deficit)
Authorized:
	100,000,000 common shares par value $0.001
	as of July 31, 2012 and April 30, 2012, respectively
Issued and outstanding 53,250,000 as of
	July 31, 2012 and April 30, 2012		53,250			53,250
Additional paid-in capital			1,498,055			1,498,055
Accumulated other comprehensive income			(3,287	)		(3,303	)
Deficit			(3,556,473	)		(3,455,531	)

Total stockholders' equity (deficit)			2,008,455	)		(1,907,529	)

Total liabilities and stockholders' equity		$	781		$	1,075

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

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ENHANCE SKIN PRODUCTS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended July 31, 2012 and July 31, 2011
(Unaudited)


	For the three months ended
	July 31			July 31
	2012			2011
	(As Restated)

Revenue	$	-		$	294

Cost of goods sold		-			-

Gross (loss) profit		-			294

EXPENSES
Operating expenses
General & administrative		8,241			161,054
Professional fees		92,359			15,743
Marketing		342			537

Total Operating Expenses		100,942			177,334

loss before other items		(100,942	)		(177,040	)

Other items
Legal settlement expense		-			-

Loss before income taxes		(100,942	)		(177,040	)

Provision for income taxes		-			-

Net loss	$	(100,942	)	$	(177,040	)

Other comprehensive gain(loss) - Foreign currency translation adjustment	$	16		$	(78)

Comprehensive loss	$	(100,926	)	$	(177,118	)


Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)

Weighted average number of common
shares outstanding		53,250,000			53,250,000

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

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ENHANCE SKIN PRODUCTS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the three months ended July 31, 2012 and the year ended April 30, 2012
(Unaudited)


								Accumulated
						Additional		other						Total
	Common Stock					paid in		Comprehensive						Stockholders
	Shares		Amount			Capital		income			Deficit			Equity

Balance April 30, 2011		53,250,000	$	53,250		$	1,498,055	$	(3,149)		$	(2,652,300	)	$	(1,104,144	)

Translation adjustment		-		-			-		(154	)		-			(154	)
Net loss for the year		-		-			-		-			(803,231	)		(803,231	)

Balance April 30, 2012		53,250,000		53,250			1,498,055		(3,303	)		(3,455,531	)		(1,907,529	)

Translation adjustment		-			-		-		16			-			16
Net loss for the period		-			-		-		-			(100,942	)		(100,942	)

Balance July 31, 2012 (As Restated)		53,250,000	$	53,250		$	1,498,055	$	(3,287	)	$	(3,556,473	)	$	(2,008,455	)

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

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ENHANCE SKIN PRODUCTS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended July 31, 2012 and July 31, 2011
(Unaudited)


	For the three months ended
	July 31			July 31
	2012			2011
	(As Restated)

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(100,942	)	$	(177,040	)
Amortization of intangible assets		-			-
Changes in operating assets and liabilities:
Sales tax recoverable		-			15
Prepaids & deposits		-			83
Inventory		-			-
Accounts payable and accrued liabilities		81,797			9,270
Accounts payable to related party		-			152,481

Cash flows from operating activities		(19,145)			(15,191	)

CASH FLOWS FROM INVESTING ACTIVITIES

Cash flows from investing activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from related party advances		18,835			15,222

Cash flows from financing activities		18,835			15,222

NET INCREASE (DECREASE) IN CASH		(310)			31
Effect of foreign currency translation adjustments		16			(78	)

Cash, beginning of the period		1,075			1,753

Cash, end of the period	$	781		$	1,706


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 $nil and $41,076 at July 31, 2012 and July 31, 2011 respectively.

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

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ENHANCE SKIN PRODUCTS INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

July 31, 2012

(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 July 31, 2012 and 2011, 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, 2012 and 2011 audited financial statements. The results of operations for the periods ended July 31, 2012 and 2011 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 three months ended July 31, 2012 of $100,942 , and a working capital deficit of $2,008,455 . The Company has relied on advances from the CEO, director and a related party to meet the working capital requirements.

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 action:

■

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.

On June 19, 2012, the Company entered into a written Agreement and Plan of Merger (the “Merger Agreement”) with Age Reversal, Inc., a Maryland corporation (“ARI”) as disclosed in Note 12 to the financial statements for the year ended April 30, 2012.

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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 each during the previous fiscal years ended April 30, 2012 and 2011. At July 31, 2012 Mr. Puselic was owed $400,625 in unpaid fees. No such expenses have been accrued by the company since May 31, 2102 as they have been waived by Mr. Puseljic.

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. Through the previous year ended April 30, 2012 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 was paid during the previous fiscal year ended April 30, 2012. As of July 31, 2012 the balance owed to Mercuriali is $33,188.

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 year 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 each during the previous fiscal years ended April 30, 2012 and 2011. The employment agreement with Mr. Lukian was terminated on May 31, 2012 as a result of his resignation from the Company. At July 31, 2012, Mr. Lukian was owed $307,047 in unpaid fees.

During the previous years ended April 30, 2012 as well as 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 $150,000 each as an expense for the previous years ended April 30, 2012 and 2011. At July 31, 2012 $400,625 of these expenses are unpaid and included in accounts payable related party. In addition, for the previous year ended April 30, 2012 General and Administrative expenses amounted to $636,822 of which a total of $562,500 was for related party compensation. No such expenses were recorded during the three months ended July 31, 2012 as they were waived .

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.

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Comparative balances are:

	July 31		April 30
	2012		2012

Unpaid remuneration	$	1,508,297	$	1,508,297
Balance owing Mercuriali		33,188		33,188
Unreimbursed expenses		14,208		14,208
	$	1,555,693	$	1,555,693

NOTE 5. ADVANCES FROM RELATED PARTY

As of July 31, 2012 and April 30, 2012, the Company owes $191,940 and $173,105, respectively in advances to its CEO and Director and a related party. The advances from Dr. Asculai are secured by the assets of the Company, do not bear interest and have no specific terms or repayment.

NOTE 6. STOCKHOLDERS' EQUITY

AUTHORIZED

There are 100,000,000 authorized common shares. 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.

NOTE 7. 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.

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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 8. RESTATEMENT OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Management has identified certain expenses relating to the three months period ended July 31, 2012, which were inadvertently not recorded. The term Restatement Adjustments refers to adjustments to record these expenses amounting to $39,836. The following table illustrates the effect on each financial statement line items as of and for the three months ended July 31, 2012:

	As Previously			Adjustments			As
	Reported						Restated
	$			$			$
Condensed Consolidated Balance Sheet as at July 31, 2012 (Unaudited)
Accounts payable and accrued liabilities		221,767			39,836			261,603
Total current liabilities		1,969,400			39,836			2,009,236
Deficit		(3,516,637	)		(39,836	)		(3,556,473	)
Total stockholders' equity(deficit)		(1,968,619	)		(39,836	)		(2,008,455	)

Condensed Consolidated Statements of Operations for the three
months ended July 31, 2012 (Unaudited)
Professional fees		52,523			39,836			92,359
Total operating expenses		61,106			39,836			100,942
Loss before other items		(61,106	)		(39,836	)		(100,942	)
Loss before income taxes		(61,106	)		(39,836	)		(100,942	)
Net loss		(61,106	)		(39,836	)		(100,942	)
Comprehensive loss		(61,106	)		(39,836	)		(100,942	)

Condensed Consolidated Statements of Stockholders' Equity for the
three months ended July 31, 2012 (Unaudited)
Net loss for the period		(61,106	)		(39,836	)		(100,942	)
Deficit balance July 31, 2012		(3,516,637	)		(39,836	)		(3,556,473	)

Condensed Consolidated Statements of Cash Flows for the three
months ended July 31, 2012 (Unaudited)
Net loss for the period		(61,106	)		(39,836	)		(100,942	)
Accounts payable and accrued liabilities		41,961			39,836			81,797

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NOTE 9. SUBSEQUENT EVENTS

On January 14, 2013, the Company received notice from ARI that ARI was withdrawing from the proposed merger with the Company to pursue other options. ARI thereby terminated the Agreement and Plan of Merger entered into on June 19, 2012 and the Amendment to Agreement and Plan of Merger entered into on August 31, 2012 between the Company and ARI.

On 13 February 2013 the Company announced that it intends to seek to restructure its balance sheet by negotiating repayment terms with its creditors based on additional advances from related parties pursuant to a restructuring plan approved by the Company’s Board of Directors on 13 February 2013 (the “Restructuring Plan”). There can be no certainty that the Company will be able to reach agreement with its creditors on terms satisfactory to the Company or at all. In the event the Company is unable to reach satisfactory agreement with its creditors, the Company will be forced to initiate bankruptcy or insolvency proceedings.

On February 13, 2013, Dr. Samuel S. Asculai resigned his position as President and CEO of the Company and was appointed Chief Scientific Officer and Chairman of the Board of Directors of the Company. On March 5, 2013, Biostrategies entered into a new consulting agreement with the Company that was filed as Exhibit 99.8 to the Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 2013 filed on March 19, 2013.

On February 13, 2013 Mr. Donald Nicholson was appointed to the roles of President, CEO and CFO of the Company. On March 5, 2013, Mercuriali, a company controlled by Mr. Nicholson entered into a consulting agreement with the Company for the services of Mr. Nicholson that was filed as Exhibit 99.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 2013 filed on March 19, 2013. On February 4, 2013, the Company, Dr Asculai and Mercuriali entered into a Loan Agreement under which Mercuriali and Dr. Asculai may advance the Company additional funds. The Loan Agreement was filed as Exhibit 99.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 2013 filed on March 19, 2013.

On March 4, 2013, the Company and Mercuriali entered into a security agreement on the same terms as the existing Security Agreement with Dr. Asculai in respect of all amounts owed to Mercuriali that was filed as Exhibit 99.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 2013 filed on March 19, 2013.

On March 5, 2013, the former CEO, former CFO, former COO and a Consultant entered termination agreements with the company to forgive ninety-five percent of the unpaid fees on substantial completion of the Restructuring Plan. These termination agreements were filed as Exhibits 99.1, 99.6, 99.7 and 99.9 to the Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 2013 filed on March 19, 2013.

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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.

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 three months ended July 31, 2012.

	Three months ended July 31,
		2012			2011			$ Change			% Change
Total Sales		$	-		$	294		$	(294)			-100	%
Cost of goods sold			-			-			-				-
Gross profit			-			294			(294)			-100	%
Operating expenses			100,942			177,334			(76,392	)		-43.0	%
Net loss			(100,942	)		(177,040	)		(76,098	)		-42	%

Net loss per share		$	(0.00)		$	(0.00)		$	0.00			0.0	%
Balances as at July 31, 2012 and April 30, 2012

Total assets		$	781		$	1,075		$	(294	)		-27	%
Working capital		$	(2,008,455	)	$	(1,907,529	)	$	(100,926	)		-5	%

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Balance sheet – July 31, 2012

Cash

At July 31, 2012 the Company had $781 of cash on hand, a decrease of $294 from the April 30, 2012 balance of $1,075.

Accounts payable and accrued liabilities

At July 31, 2012 accounts payable and accrued liabilities was $261,603 , an increase of $81,797 from the April 30, 2012 balance of $179,806. The increase represents unpaid invoices from various consultants for the services received during the three months ended July 31, 2012 which is a result of the Company having insufficient cash.

Accounts payable to related parties

There is no change in the balance of account payable to related parties from April 30, 2012. At April 30, 2012 this balance $1,555,693 consisted of unreimbursed $33,188 legal settlement expense to a director and $1,522,505 unpaid remuneration to the CEO, CFO and COO of the Company.

Advances from related parties

During the three months ended July 31, 2012 as the company’s cash was depleted, the CEO and a related party advanced funds to the Company to pay for critical expenses. The advances from Dr. Asculai are secured by the assets of the Company, are non- interest bearing and there are no repayment terms. The balance at July 31, 2012 of $191,940 increased by $18,835 from the balance at April 30, 2012 of $173,105.

Common Stock

At April 30, 2012 there were 53,250,000 shares of common stock issued out of the authorized 100,000,000 common shares. The par value of the common shares is $0.001 resulting in common stock of $53,250.

Additional paid-in Capital

At July 31, 2012 the balance of additional paid in capital was $1,498,055. No change from April 30, 2012.

Accumulated other comprehensive income

The Company has a 100% owned subsidiary in Canada. In the consolidation of the Canadian subsidiary a translation adjustment was incurred which is not reflected in the statement of operations. This translation adjustment is maintained in the consolidated statement of stockholders’ equity. The balance at July 31, 2012 was $(3,287) a decrease of $16 from the April 30, 2012 balance of $(3,303).

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Statement of Operations – Three months ended July 31, 2012

Sales

Sales for the three months ended July 31, 2012 was $nil compared to the previous period of $294. The Company is presently attempting to raise equity financing in order to increase activity in a direct to consumer marketing campaign.

Gross profit

No sales or purchases were made during the three months ended July 31, 2012. There was a sale of $294 during the three months ended July 31, 2011.

Operating Expenses

Our operating expenses are classified primarily into the following categories.

General & administrative.

General & administrative expenses incurred for the three months ended July 31, 2012 were $8,241 compared to the $161,054 incurred for the three months ended July 31, 2011. The decrease was $152,813 or 95%. The decrease is mainly attributed to the decrease in executive remuneration. No remuneration was charged by the executives for the three months ended July 31, 2012 as compared to $150,000 remuneration charged by the executives for the three months ended July 31, 2012.

Professional fees.

Professional fees for the three months ended July 31, 2012 were $92,359 compared to the $15,743 incurred for the three months ended July 31, 2011, an increase of $76,716 . In 2012 legal expenses were $89,359 , and audit expenses were $3,000 whereas in 2011 these expenses were $5,243 and $10,500, respectively. The increase in legal expenses in 2012 is mainly due to the proposed Merger Agreement with Age Reversal Inc. and related regulatory and other requirements.

Marketing

Marketing expenses for the three months ended July 31, 2012 were $342 compared to $537 for the three months ended July 31, 2011, a decrease of $195.

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Liquidity and Capital Resources

In the three months ended July 31, 2012 the CEO and a related party made advances to the Company of $18,835. At July 31, 2012 the total advances to the Company by the CEO and a related party was $172,943 and $18,997, respectively.

At July 31, 2012, the Company had a working capital deficit of $2,008,455 compared to a working capital deficit of $1,907,529 at April 30, 2012. The increase in working capital deficit is due entirely to the continued losses of the Company.

At July 31, 2012 the total assets were $781 as compared to the total assets $1,075 at April 30, 2012. The decrease of $294 is primarily due to reduction in cash balance.

Financing

In the three months ended July 31, 2012 the Company relied on advances from the CEO and a related party as explained in liquidity and capital resources.

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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

ITEM 4. 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, 2012 . 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 save for a material weakness in respect of accounts payable 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.

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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, save for the material weakness reported below, 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.

Our management did, however, identify a material weakness in internal controls during the period and a significant deficiency.

A material weakness is a deficiency, or combination of deficiencies, in internal control over the financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. On May 31, 2012 Mr Brian Lukian, the Company’s then Chief Financial Officer resigned from his position and the role was assumed on a temporary basis by Dr. Asculai the Company’s then Chief Executive Officer. Since that date the Company was also involved in the Merger with ARI which resulted in an increased workload and a misunderstanding on responsibilities for recording and reconciling accounts payable given that ARI has assumed responsibility for and paid directly for certain expenses. As a consequence during this period the Company’s accounts payable records were not reconciled on a timely basis to supplier statements which resulted in certain invoices not being recorded on a timely basis. As of the end of the period to 31 January 2013 processes have been reinstated to ensure that accounts payable records are reconciled on a timely basis to supplier statements.

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. 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. Although we have not identified any other material errors with our financial reporting or any other material weaknesses with our internal controls, no assurances can be given that there are no such material errors or weaknesses existing.

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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.

Exhibit Number		Description

31.1		Certification of CEO Pursuant TO 18 U.S.C. § 1350, Section 302

32.1		Certification Pursuant to 18 U.S.C. § 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 19th day of March 2013 .

	ENHANCE SKIN PRODUCTS INC.


Date: March 19, 2013	By:	/s/ Donald Nicholson
		Name: Donald Nicholson
		Title: CEO, Chief Financial Officer and Principal Executive Officer

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