Washington, D.C. 20549
ENHANCE SKIN PRODUCTS INC.
Number of shares outstanding of the registrant's class of common stock as of December 14, 2010: 51,750,000
THIS QUARTERLY REPORT ON FORM 10-Q CONTAINS PREDICTIONS, PROJECTIONS AND OTHER STATEMENTS ABOUT THE FUTURE THAT ARE INTENDED TO BE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (COLLECTIVELY, "FORWARD-LOOKING STATEMENTS"). FORWARD LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. A NUMBER OF IMPORTANT FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS. IN ASSESSING FORWARD-LOOKING STATEMENTS CONTAINED IN THIS QUARTERLY REPORT ON FORM 10-Q, READERS ARE URGED TO READ CAREFULLY ALL CAUTIONARY STATEMENTS- INCLUDING THOSE CONTAINED IN OTHER SECTIONS OF THIS QUARTERLY REPORT ON FORM 10-Q. AMONG SAID RISKS AND UNCERTAINTIES IS THE RISK THAT THE COMPANY WILL NOT SUCCESSFULLY EXECUTE ITS BUSINESS PLAN, THAT ITS MANAGEMENT IS ADEQUATE TO CARRY OUT ITS BUSINESS PLAN AND THAT THERE WILL BE ADEQUATE CAPITAL OR THEY MAY BE UNSUCCESSUFL FOR TECHNICAL, ECONOMIC OR OTHER REASONS.
ITEM 1. Financial Statements.
ENHANCE SKIN PRODUCTS INC. formerly Zeezoo Software Corp.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
October 31, 2010
(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 position, results of operations, and cash flows at October 31, 2010 and 2009, 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, 2010 and 2009 audited financial statements. The results of operations for the period ended October 31, 2010 and 2009 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 Company's interim condensed consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Realization values may be substantially different from carrying values as shown, and these financial statements do not give effect to adjustments that would be necessary to the carrying value and classification of assets and liabilities should the Company be unable to continue as a going concern. The Company has net losses for the six months ended October 31, 2010 of $479,125 and a working capital deficit of $668,813. The Company has relied on advances from the CEO director and major shareholder for vital operating expenditures.
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
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. 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 $33,537 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, 2010 the Company has raised $30,000 of funds from the issuance of Common Stock, 5% of this or $ 1,500 has been paid to satisfy this obligation.
As of October 31, 2010 and April 30, 2010, the Company owes $578,387 and $217,172, respectively in unpaid remuneration and unreimbursed expenses to the CEO, CFO, COO and business development contract consultant. These liabilities are unsecured, non-interest bearing, and have no specific terms of repayment.
Advances - Related Party
As of October 31, 2010 and April 30, 2010, the Company owes $90,623 and $69,013, respectively in advances to its CEO and Director. The advances are due on demand, do not bear interest and have no specific terms or repayment.
NOTE 5. INVENTORY
The Company manufactured the complete product line of six SKU’s in the quarter ended October 31, 2009. This was the first time the Company manufactured the current product line. No further manufacturing has been required since this time.
Inventory consists of:
| | | October 31 | | | April 30 | |
| | | 2010 | | | 2010 | |
| Finished Goods | | $ | 32,282 | | | $ | 34,994 | |
| Raw materials | | | 43,798 | | | | 43,798 | |
| | | $ | 76,080 | | | $ | 78,792 | |
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, the Company’s common stock subject to the terms of the agreements and subject to a maximum aggregate purchase of Two Million Dollars ($2,000,000). Crisnic is not required to purchase the shares, unless the 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 our 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 (“SPA”) with Crisnic. Pursuant to the SPA, the Company sold 750,000 shares of the Company’s Common Stock to Crisnic for an aggregate purchase price of U.S.$30,000. The sale of these securities was made in reliance on the exemption from registration provided by Regulation D to the Securities Act of 1933 as Crisnic is an accredited investor as defined therein.
The foregoing description of the IPOA, RRA and SPA are qualified in their entirety by reference to the full text of the IPOA, the RRA and the SPA copies of each of which are attached to the Form 8-K filed by the Company on August 6, 2010 as Exhibits 10.1, 10.2 and 10.3, respectively, and each of which is incorporated herein in its entirety by reference.
NOTE 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.
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, 2010.
| | 3 Months ended | | | 6 months ended | |
| | | October 31 | | | October 31 | |
| | | 2010 | | | 2009 | | | 2010 | | | 2009 | |
| Total Sales | | $ | 4,019 | | | $ | 811 | | | $ | 4,354 | | | | 811 | |
| Cost of goods sold | | | 1,708 | | | | 155 | | | | 1,751 | | | | 155 | |
| Gross profit | | | 2,311 | | | | 656 | | | | 2,603 | | | | 656 | |
| Operating expenses | | | 273,881 | | | | 196,355 | | | | 447,191 | | | | 378,912 | |
| Net loss befor other items | | | (271,570 | ) | | | (195,699 | ) | | | (444,588 | ) | | | (378,256 | ) |
| Other items | | | | | | | | | | | | | | | | |
| Legal settlement expense | | | - | | | | - | | | | 34,537 | | | | - | |
| Interest income | | | - | | | | (59 | ) | | | - | | | | (341 | ) |
| Net loss | | $ | (271,570 | ) | | $ | (195,640 | ) | | $ | (479,125 | ) | | | (377,915 | ) |
| | | | | | | | | | | | | | | | | |
| Net loss per share | | $ | (0.01 | ) | | $ | (0.00 | ) | | $ | (0.01 | ) | | | (0.01 | ) |
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| | | | | | | | | | | | | | | |
| | | | | | | | | | | October 31 | | | April 30 | |
| | | | | | | | | | | | 2010 | | | | 2010 | |
| Total assets | | | | | | | | | | $ | 166,827 | | | $ | 172,704 | |
| Working capital | | | | | | | | | | $ | (668,813 | ) | | $ | (327,316 | ) |
Sales
Sales for the six months ended October 31, 2010 were $4,354 an increase of $3,543 from the October 31, 2009 sales of $811. The increase was due to a large sale to a potential distributor in Ontario for $1,721 and another sale of $1,798 to a potential distributor in China. Included in sales are the freight charges to the customer to ship the product.
During three months ended October 31, 2010 the Company recorded $4,019 of sales, an increase of $3,208 or 396% from the three months ending October 31, 2009. The increase was due to the two aforementioned sales above.
Cost of goods sold
The cost of goods sold for the six months ended October 31, 2010 was $1,751 resulting in a gross profit percent for the six months of 60%, compared to the October 31, 2009 cost of sales of $155 and a gross profit percent of 81%. The decrease in gross profit percentage was due to the fact the two sales above to potential distributors were done at a reduced rate in order to help these distributors establish market penetration.
The cost of the sales for the three months ended October 31, 2010 were $1,708 resulting in a gross profit percent of 58% compared to the three months ended October 31, 2009 cost of sales of $155 and gross profit percent of 81%. The explanation for the decrease in gross profit percent for the three months ended October 31, 2010 is the same two sales explained above in the year to date sales. Also, included in cost of goods sold are the direct costs to package and ship the product.
Operating Expenses
Our operating expenses are classified primarily into the following categories.
General and administrative
Year to date general and administrative expenses for the six months ending October 31, 2010 were $289,753 which represents an increase of $34,971 or 13.7% over year to date ended October 31, 2009. Of the $143,425 of general and administrative expenses incurred in the three months ended October 31, 2010, remuneration contributed to 92.3% or $132,347, corporate 2.4% or $3,445, rent was 3.3% or $4,666, office was 1.0% or 1,466, the balance of 1.0% or $1,501 was made up of bank charges, foreign exchange, insurance and travel. Of the $289,753 of the general and administrative expenses incurred year to date ending October 31, 2010, remuneration contributed to 92.2% or $267,164, corporate 2.2% or $6,475, rent was 3.1% or $8,943, office was 1.4% or $4,126, and the balance of 1.1% or $3,045 was made up of bank charges, fore ign exchange and corporate.
General & administrative expenses for the three months ended October 31, 2010 were $143,425, an increase of $17,212 more than the $126,213 recorded in the same period ended October 31, 2009. This increase of 13.6% is mainly attributed to the increase in remuneration awarded to the Companies contract consultant.
Professional fees
Professional fees for the three months ended October 31, 2010 were $126,622 or $84,642 more than the $41,980 recorded in the same period ended October 31, 2009. The increase is largely due from the closure of a financing deal on August 3, 2010 with the Crisnic fund, which included a fee for a due diligence on the Crisnic fund. The fee was $10,000 plus 1,750,000 common shares. On August 3rd the company stock was trading at $0.06 cents per share and the company recorded $105,000 expense to professional fees. In addition, there was a decrease in legal fees of $12,213 or 52% and a decrease of $12,540 or 78% in audit fees from the same period ending October 31, 2009.
Professional fees for the six months ended October 31, 2010 were $149,864 as compared to $45,764 for the six months ending October 31, 2009.
Marketing
Marketing expenses for the three months ended October 31, 2010 were $3,834 or $24,328 less than the $28,162 recorded in the three months ended October 31, 2009. The principal reason for this decrease is the fact the company does not have cash available for marketing expenditures. The largest change in comparison to the quarter ended October 31, 2009 is in website development. The Company had incurred website development expenses of $13,942 in the quarter ended October 31, 2009 whereas nil expenses were incurred in the present quarter. Other expenses included in the three months ended October 31, 2010 were $2,535 for amortization of intellectual property, $831 for advertising, $432 to warehouse finished goods inventory and $36 for travel.
Marketing expenses incurred in the six months ending October 31, 2010 were $7,574 or $70,792 less than the $78,366 recorded in the same six month period ended October 31, 2009. This is due to the large website development costs that were completed in the last fiscal year and recorded of $48,462 as compared to none for the current six month period. In addition , travel expenses decreased by $49,710 form $10,002 to $292, trade show expenses decreased by $11,748 from $11,748 to zero and advertising decreased by $6,533 from $7,882 to $1,349 due to the availability of limited funds for these purposes.
Other Items
Interest income.
In the three and six month periods ended October 31, 2010 the company had no surplus funds and thus did not earn any interest income. In the three and six month periods ended October 31, 2009 the company had a small amount of surplus funds and earned $59 and $341 of interest income respectively.
Legal settlement expense.
On July 12, 2010 the Company entered into a Termination and Settlement Agreement (the "Settlement Agreement") with Mercuriali Ltd., a company controlled by Donald Nicholson, a director of the Company. 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 $34,537 payable at a rate of 5% of gross funds rais ed by the Company. After receiving proceeds from financing the Company will pay 5% of the gross proceeds to Mercuriali until the $34,537 has been paid. Other than the items provided for in the Termination Agreement, the Company and Mercuriali released each other from all claims relating to the Letter of Intent. Therefore, for the six month period ended October 31, 2010 the company recorded the amount of $34,537 as compared to nil for the corresponding period ending October 31, 2009.
Liquidity and Capital Resources
At October 31, 2010, the Company had a working capital deficit of $668,813, as compared to working capital of $33,874 at October 31, 2009. The decrease of $702,687 is attributed to the operating losses incurred during the period from October 31, 2009 to October 31, 2010.
The 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, the Company’s common stock subject to the terms of the agreements and subject to a maximum aggregate purchase of Two Million Dollars ($2,000,000). Crisnic is not required to purchase the shares, unless the 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 Commi ssion 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 our 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 (“SPA”) with Crisnic. Pursuant to the SPA, the Company sold 750,000 shares of the Company’s Common Stock to Crisnic for an aggregate purchase price of U.S.$30,000. The sale of these securities was made in reliance on the exemption from registration provided by Regulation D to the Securities Act of 1933 as Crisnic is an accredited investor as defined therein.
The foregoing description of the IPOA, RRA and SPA are qualified in their entirety by reference to the full text of the IPOA, the RRA and the SPA copies of each of which are attached to the Form 8-K filed by the Company on August 6, 2010 as Exhibits 10.1, 10.2 and 10.3, respectively, and each of which is incorporated herein in its entirety by reference.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our short term money market investments. The Company does not have any financial instruments held for trading or other speculative purposes and does not invest in derivative financial instruments, interest rate swaps or other investments that alter interest rate exposure. The Company does not have any credit facilities with variable interest rates.
ITEM 4T. Controls and Procedures.
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
In our Management’s Report on Internal Control Over Financial Reporting included in the Company’s Form 10-K for the year ended April 30, 2010, management concluded that our internal control over financial reporting was effective as of April 30, 2010.
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 exist ing. 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. Submission of Matters To a Vote of Security Holders.
None.
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 |
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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 14th day of December, 2010.
| | ENHANCE SKIN PRODUCTS INC. | |
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| Date: December 14, 2010 | 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, 2010.
| | ENHANCE SKIN PRODUCTS INC. | |
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| Date: December 14, 2010 | By: | /s/ Brian Lukian | |
| | | Name: Brian Lukian | |
| | | Title: Chief Financial Officer, Principal Financial Officer | |
