Enhance Skin Products (EHSK) 10-Q/A 17 Dec 15 2016 Q2 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information	6 Months Ended
	Oct. 31, 2015USD ($)shares
Document and Entity Information:
Entity Registrant Name	Enhance Skin Products Inc
Document Type	10-Q
Document Period End Date	Oct. 31, 2015
Trading Symbol	ehsk
Amendment Flag	true
Amendment Description	1
Entity Central Index Key	1,395,400
Current Fiscal Year End Date	--04-30
Entity Common Stock, Shares Outstanding | shares	104,955,382
Entity Public Float | $	$ 1,065,000
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q2

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS AS AT OCTOBER 31, 2015 (UNAUDITED) AND APRIL 30, 2015 (AUDITED) - USD ($)		Oct. 31, 2015	Apr. 30, 2015
Current assets
Cash		$ 4,404	$ 1,582
Total current assets		4,404	1,582
Goodwill	[1]	1	0
Total assets		4,405	1,582
Current liabilities
Accounts payable and accrued liabilities		251,262	235,801
Accounts payable to related parties	[2]	24,457	457
Accounts payable to related parties convertible into shares	[2]	129,250	73,250
Advances from a related party	[2]	96,489	96,489
Advances from a related party convertible into shares	[2]	196,584	174,417
Convertible promissory note	[3]	27,852	0
Total current liabilities		725,894	580,414
Total liabilities		725,894	580,414
Stockholders' deficit
Common shares	[3]	104,954	101,017
Additional paid-in capital		1,872,910	1,797,671
Accumulated other comprehensive loss		(1,812)	(939)
Accumulated deficit		(2,697,541)	(2,476,581)
Total stockholders' deficit		(721,489)	(578,832)
Total liabilities and stockholders' deficit		$ 4,405	$ 1,582
[1]	See Note 8.
[2]	See Note 4.
[3]	See Note 5.

Statement of Financial Position

Statement of Financial Position - Parenthetical - $ / shares	Oct. 31, 2015	Apr. 30, 2015
Statement of Financial Position
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	600,000,000	300,000,000
Common Stock, Shares Issued	104,955,382	101,017,881
Common Stock, Shares Outstanding	104,955,382	101,017,881

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS AND THE SIX MONTHS ENDED OCTOBER 31, 2015 AND 2014 (UNAUDITED) - USD ($)		3 Months Ended		6 Months Ended
		Oct. 31, 2015	Oct. 31, 2014	Oct. 31, 2015	Oct. 31, 2014
Statement of Income
SALES		$ 80	$ 0	$ 235	$ 369
EXPENSES
General and administrative		7,352	8,449	11,639	12,062
Legal and professional fees		138,019	12,415	155,317	29,444
Marketing		14,000	0	14,000	279
Total operating expenses		159,371	20,864	180,956	41,785
Impairment of goodwill	[1]	2,499	0	2,499	0
Interest expense	[2]	30,596	11,862	37,739	33,162
Net loss for the period before income taxes		(192,386)	(32,726)	(220,959)	(74,578)
Income taxes		0	0	0	0
Net loss for the period		(192,386)	(32,726)	(221,832)	(74,578)
Foreign currency translation adjustment		(124)	52	(873)	103
Comprehensive loss		$ (192,510)	$ (32,674)	$ (221,832)	$ (74,475)
Loss per share, basic and diluted		$ 0	$ 0	$ 0	$ 0
Weighted average number of common shares outstanding		104,555,381	101,017,881	104,755,381	101,017,881
[1]	See Note 8.
[2]	See Note 4.

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED OCTOBER 31, 2015 AND 2014 (UNAUDITED) - USD ($)	6 Months Ended
	Oct. 31, 2015	Oct. 31, 2014
OPERATING ACTIVITIES
Net loss for the period	$ (221,832)	$ (74,578)
Beneficial conversion feature on advances from a related party	22,166	33,162
Accretion expense on convertible promissory note	14,301	0
Shares issued against consulting and marketing expenses	27,562	0
Impairment of goodwill	2,499	0
Net change in non-cash working capital balances:
Prepayments (increase/decrease)	0	(600)
Accounts payable to related parties (increase/decrease)	24,000	0
Accounts payable to related parties convertible into shares (increase/decrease)	56,000	0
Accounts payable and accrued liabilities (increase/decrease)	13,832	10,190
Cash used in operating activities	(61,472)	(31,826)
FINANCING ACTIVITIES
Proceeds from issuance of promissory convertible note	43,000	0
Advances from a related party (increase/decrease)	22,167	33,162
Cash provided by financing activities	65,167	33,162
Net increase (decrease) in cash during the period	3,695	1,336
Effect of foreign currency translation	(873)	103
Cash, beginning of the period	1,582	1,136
Cash, end of period	4,404	2,575
Supplemental disclosure with respect to cash flows:
Cash paid for income taxes	0	0
Cash paid for interest	$ 0	$ 0

Note 1. Basis of Presentation

Note 1. Basis of Presentation	6 Months Ended
	Oct. 31, 2015
Notes
Note 1. Basis of Presentation	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, 2015 and 2014, 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 unaudited interim condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's April 30, 2015 and 2014 audited financial statements. The results of operations for the period ended October 31, 2015 and 2014 are not necessarily indicative of the operating results for the full year.

Note 2. Recent Accounting Prono

Note 2. Recent Accounting Pronouncements	6 Months Ended
	Oct. 31, 2015
Notes
Note 2. Recent Accounting Pronouncements	NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS On May 28, 2014, the FASB issued a new financial accounting standard on revenue from contracts with customers, Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early adoption is not permitted. The Company is currently evaluating the impact of this accounting standard. On August 27, 2014, the FASB issued a new financial accounting standard on going concern, Update 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The standard provides guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern. The amendments in this Update apply to all companies. They become effective in the annual period ending after December 15, 2016, with early application permitted. The Company is currently evaluating the impact of this accounting standard. On April 7, 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts and the accounting for debt issue costs under IFRS. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments in this Update apply to all companies. They become effective for public business entities in the annual period ending after December 15, 2015, and interim periods within those fiscal years, with early application permitted. The Company is currently evaluating the impact of this accounting standard. All other recent pronouncements issued by the FASB or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the condensed consolidated financial statements of the Company.

Note 3. Going Concern

Note 3. Going Concern	6 Months Ended
	Oct. 31, 2015
Notes
Note 3. Going Concern	NOTE 3. GOING CONCERN The accompanying unaudited interim 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. As at October 31, 2015 the Company has a working capital deficit of $721,489 and accumulated deficit of $2,697,541. Prior to June 19, 2015 the Company has relied on advances from its former CEO, director, Mercuriali Ltd and a related party to meet the working capital requirements. On June 19, 2015, the Company issued a convertible promissory note in the amount of $43,000 to Vis Vires Group Inc. The note is due on March 23, 2016 and bears interest at 8% per annum. On September 29, 2015 Mercuriali Ltd agreed to advance the Company an additional $45,000. The ability of the Company to continue as a going concern and become a profitable entity is dependent upon the continued financial support of Mercuriali Ltd and the Company’s successful efforts to obtain and continue to obtain additional funding to reposition and re-launch its product line and generate sales and then attain profitable operations. Additional financing will be required for ongoing project management costs, to complete the design work currently underway for the consumer rebranding and packaging, to manufacture prototypes for studies and promotion, to undertake marketing clinical studies on the Visible Youth Repairing Serum and the Visible Youth Eye Zone Gel, to pay on-going patent and trademark costs and to provide day to day working capital. In the opinion of the board the marketing studies will be necessary to develop the marketing strategy. . Further funding will also be required to manage the launch process, design and implement e-Commerce platforms, undertake any additional marketing clinical studies, marketing, advertising and media support, and to provide working capital prior to market launch. Having considered its options the Board has decided to take a low risk approach to the market launch of its products and not to seek to build its own US consumer marketing structure but to utilise the services of proven marketing partners with established infrastructures. The Company has signed a non-binding Letter of intent with a US Sales and Distribution company specializing in the commercialization of products for the US consumer market and is in discussions with other parties. We have engaged US and European based consultancy firms with a unique set of skills and extensive beauty industry experience and relationships to help reposition the brand and to help implement our strategy for its launch in the US, Europe and other markets. We have also engaged Business Development consultants to help seek licensing and marketing partners for the Company’s consumer and professional products both within the USA and Europe. Management is consequently pursuing a number of funding structures including debt and equity finance, asset sales, licensing and partnering activities and may issue further Convertible Promissory Notes. There can be no assurances, however, that management’s efforts to obtain additional funding and licensing or marketing partners on terms satisfactory to the Company, or at all will, be realized or that future sales will be realized. In addition, the Company’s President & CEO, CSO and General Counsel have agreed to amend their respective Consultancy Agreements and Employment Agreement such that payment for services is contingent upon the Company having completed cumulative financings of at least one million United States dollars ($1,000,000) prior to November 20, 2016. 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 Transacti

Note 4. Related Party Transactions and Balances	6 Months Ended
	Oct. 31, 2015
Notes
Note 4. Related Party Transactions and Balances	NOTE 4. RELATED PARTY TRANSACTIONS AND BALANCES The details of related party balances are as follows: October 31, 2015 April 30, 2015 $ $ Unpaid remuneration 24,000 — Unreimbursed expenses 457 457 Accounts payable to related parties 24,457 457 Unpaid remuneration 96,062 40,062 Balances owing to Mercuriali Ltd. 33,188 33,188 Accounts payable to related parties convertible into shares 129,250 73,250 Advances from a related party 96,489 96,489 Advances from a related party convertible into shares 196,584 174,417 ACCOUNTS PAYABLE TO RELATED PARTIES: The outstanding balance of $24,000 as at October 31, 2015 represents amounts due to related parties in connection with the consulting and employment amendment agreements effective August 1, 2015 and signed on November 19 and November 25, 2015. See Note 9; Subsequent Events. The outstanding balance of $457 represents amounts due to a related party in connection with the expenses incurred by it on behalf of the Company. The amounts due do not bear any interest and is repayable on demand. ACCOUNTS PAYABLE TO RELATED PARTIES CONVERTIBLE INTO SHARES: The outstanding balance comprise of unpaid remuneration to related parties and a balance owing to Mercuriali Ltd as detailed below: Unpaid remuneration 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. (“Biostrategies”) is 100% privately owned by Dr. Samuel Asculai, the CSO and a director of the Company. Mr. Puseljic had 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 became a “related party”. Mr Puseljic billed the Company $150,000 during each of the previous fiscal years ended up to April 30, 2012. At April 30, 2013 Mr. Puseljic was owed $400,625 in unpaid fees On March 5, 2013 Mr. Puseljic entered a termination agreement with the company (the “Puseljic Termination Agreement”) pursuant to which upon the Company substantially completing the Restructuring Plan, Mr. Puseljic forgives all of the unpaid fees except for $20,031 which amount will be converted into five million three hundred twenty seven thousand four hundred and sixty (5,327,460) common shares of the Company’s stock upon the Company entering into cumulative fundraisings of at least one hundred and fifty thousand United States dollars ($150,000). During the previous year ended April 30, 2013 the Company substantially completed the Restructuring Plan. Resultantly, Mr. Puseljic forgave all of the unpaid fees except for $20,031. Further, the unpaid fee balance of Dr. Asculai of $20,031 described in the following paragraph, together with the associated share conversion, was also transferred to Mr. Puseljic’s balance. Therefore, Mr. Puseljic’s balance of $40,062 is included in total unpaid remuneration balance as at October 31, 2015, which amount will be converted into ten million six hundred fifty four thousand nine hundred and twenty (10,654,920) common shares of the Company’s stock upon the Company entering into cumulative fundraisings of at least one hundred and fifty thousand United States dollars ($150,000). The Company incurred monthly consulting fee expenses of $12,500 to either Biostrategies or Samuel Asculai, the Company’s then CEO and Director. The Company recorded $150,000 as an expense during each of the previous fiscal years ended up to April 30, 2012. At April 30, 2013, $400,625 of these expenses were unpaid On March 5, 2013 Biostrategies and Dr. Asculai entered a termination agreement with the Company (the “Asculai Termination Agreement”) pursuant to which upon the Company substantially completing the Restructuring Plan, Biostrategies and Dr. Asculai forgive all of the unpaid fees except for $20,031 which amount will be converted into five million three hundred twenty seven thousand four hundred and sixty (5,327,460) common shares of the Company’s stock upon the Company entering into cumulative fundraisings of at least one hundred and fifty thousand United States dollars ($150,000). During the previous year ended April 30, 2013 the Company substantially completed the Restructuring Plan. Resultantly, Dr. Asculai forgave all of the unpaid fees except for $20,031 which was transferred, together with the associated share conversion, to the balance of Mr. Puseljic, which amounted to $40,062 at October 31, 2015. In addition the outstanding balance as at October 31, 2015 includes $56,000 representing amounts due to related parties in connection with the consulting and employment amendment agreements effective August 1, 2015 and signed on November 19 and November 25, 2015. See Note 9; Subsequent Events. Balance owing to Mercuriali Ltd. On July 12, 2010 the Company entered into a Termination and Settlement Agreement (the "Settlement Agreement") with Mercuriali Ltd. (“Mercuriali”), a company controlled by Donald Nicholson, a then director of the Company and now a director and the Company’s President, Chief Executive Officer and Chief Financial Officer. 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 GBP 22,082 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 years ended April 30, 2013. As of July 31, 2015 the balance owed to Mercuriali is $33,188. The balance is secured by the assets of the Company. Upon the Company restructuring at least seventy five percent (75%) of its outstanding debt substantially in accordance with the Restructuring Plan and upon the Company raising additional financing of at least $250,000, Mercuriali shall convert the total amounts owed to it under the Loan Agreement into common shares of the Company at a conversion price of $0.00376 per share. ADVANCES FROM A RELATED PARTY As of October 31, 2015, the Company owes $96,489 (April 30, 2015 - $96,489) in respect of advances from Dr. Asculai, its former CEO and current Chief Scientific Officer and Chairman of the Board, pursuant to a loan agreement entered between the Company, Dr. Asculai and Mercuriali Ltd. dated March 4, 2013. This balance is to be paid in quarterly installments after the Company has cumulatively raised one million United States dollars. The Advances are secured by all of the assets of the Company and do not bear interest. ADVANCES FROM A RELATED PARTY CONVERTIBLE INTO SHARES These advances are from Mercuriali Ltd. pursuant to a loan agreement entered between the Company, Dr. Asculai and Mercuriali Ltd. on March 4, 2013 as amended March 3, 2014 and September 29, 2015. As at October 31, 2015, Mercuriali has advanced a total of $196,584 (April 30, 2015 - $174,417) to the Company pursuant to the Loan Agreement. Mercuriali shall convert $181,644 of the amounts owed to it under the Loan Agreement into common shares of the Company at a conversion price of $0.00376 per share and $ 14,940 of the amounts owed to it under the Loan Agreement into common shares of the Company at a conversion price of $0.0047753 per share or, if lower, the conversion price at which the promissory note the Company issued to Vis Vires converts upon the Company raising additional financing of at least $250,000. Effective September 29, 2015, the Company entered into a Loan Agreement (Amendment 3) with Mercuriali Ltd. and Samuel Asculai. This agreement amended loan agreements between the parties dated March 4, 2013 and March 3, 2014 and provides for a loan of US$45,000 from Mercuriali Ltd. and Samuel Asculai in the event no additional third party monies are received by the Company. Upon certain conditions set out in the Loan Agreement (Amendment 3), the amounts so loaned by Mercuriali Ltd. and Samuel Asculai will be convertible into common shares of the Company at the lower of $0.0047753 or the conversion price at which the promissory note the Company issued to Vis Vires converts. See Note 5; Convertible Promissory Note. The price of $0.0047753 was set at 58% of the average of the lowest three closing trading prices for the common stock during the ten trading days prior to September 25, 2015, on the calculation basis described in the Vis Vires promissory note. The sdvances from Mercuriali Ltd and Samuel Asculai are secured on all of the assets of the Company and do not bear interest.

Note 5. Convertible Promissory

Note 5. Convertible Promissory Note	6 Months Ended
	Oct. 31, 2015
Notes
Note 5. Convertible Promissory Note	NOTE 5. CONVERTIBLE PROMISSORY NOTE On June 19, 2015, the Company issued a convertible promissory note in the amount of $43,000 to Vis Vires Group Inc. The note is due on March 23, 2016 and bears interest at 8% per annum. The loan becomes convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The Note also contains certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Note in the event of such defaults. The Company’s management has determined the beneficial conversion feature of the note in accordance with the requirements of ASC Topic 470. The beneficial conversion feature determined at the time of note issuance has been credited to additional paid-in-capital and will be accreted over the term of the note as detailed bellows: $ Face value of convertible promissory note issued during Q1 2015-2016 43,000 Beneficial conversion features credited to additional paid-in-capital during Q1 2015-2016 (29,449) Accretion expense on convertible promissory note for Q1 2015-2016 4,555 Accreted value of convertible promissory note as at July 31, 2015 18,106 Accretion expense on convertible promissory note for Q2 2015-2016 9,746 Accreted value of convertible promissory note as at October 31, 2015 27,852 Accretion expense of $9,746 and interest expense of $867 were recognized during the three months ended October 31, 2015 (also refer to note 7).

Note 6. Stockholders' Deficit

Note 6. Stockholders' Deficit	6 Months Ended
	Oct. 31, 2015
Notes
Note 6. Stockholders' Deficit	NOTE 6. STOCKHOLDERS' DEFICIT COMMON SHARES - AUTHORIZED As at October 31, 2015, the Company had 600,000,000 common shares 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. On July 3, 2015, the Company’s Board of Directors unanimously approved the amendment to Articles of Incorporation (the "Articles of Amendment") to increase authorized stock from 300,000,000 shares of common stock with a par value of $0.001 to 600,000,000 shares of common stock with a par value of $0.001 per share. Subsequent to the approval of the amendment by the Board of Directors, on July 3, 2015, the holders of the majority of the outstanding shares of common stock of the Company provided written consent to the Articles of Amendment. A Preliminary Information Statement was filed with the SEC on July 7, 2015. The Definitive Information Statement was filed with the SEC, and mailed to all stockholders of record as of the record date, on July 20, 2015. The Articles of Amendment to our Articles of Incorporation were filed with the Nevada Secretary of State on August 17, 2015, and became effective, on that date. On August 1, 2015, the Company issued 1,937,500 shares of common stock to a consultant. These shares were valued at a rate of $0.007 per share, being the market value on that date, and consulting charges amounting to $13,562 is included in condensed consolidated statements of operations and comprehensive loss. On August 19, 2015, the Company issued 2,000,000 shares of common stock to a consultant. These shares were valued at a rate of $0.007 per share, being the market value on that date, and marketing amounting to $14,000 is included in condensed consolidated statements of operations and comprehensive loss. COMMON SHARES - ISSUED AND OUTSTANDING As at October 31, 2015 there were 104,955,382 shares of common stock issued out of the authorized 600,000,000 common shares.

Note 7. Interest Expense

Note 7. Interest Expense	6 Months Ended
	Oct. 31, 2015
Notes
Note 7. Interest Expense	NOTE 7. INTEREST EXPENSE Three months Three months Six months Six months ended ended ended ended October 31, October 31, October 31, October 31, 2015 2014 2015 2014 $ $ $ $ Beneficial conversion feature on advances from a related party 19,983 11,862 22,166 33,162 Accretion expense on convertible promissory note 9,746 — 14,301 — Interest expense on convertible promissory note 867 — 1,272 — Total interest expense 30,596 11,862 37,739 33,162 Interest expense represents beneficial conversion feature of the advances from a related party convertible into shares, expensed immediately due to short term conversion terms of these advances. Accretion expense and interest expense are recorded on the convertible promissory note (see note 5).

Note 8. Business Acquisition

Note 8. Business Acquisition	6 Months Ended
	Oct. 31, 2015
Notes
Note 8. Business Acquisition	NOTE 8. BUSINESS ACQUISITION ASC Topic 805, “Business Combinations” requires that all business combinations be accounted for using the acquisition method and that certain identifiable intangible assets acquired in a business combination be recognized as assets apart from goodwill. ASC Topic 350, “Intangibles-Goodwill and Other” (“ASC 350”) requires goodwill and other identifiable intangible assets with indefinite useful lives not be amortized, such as trade names, but instead tested at least annually for impairment (which the Company tests each year end, absent any impairment indicators) and be written down if impaired. ASC 350 requires that goodwill be allocated to its respective reporting unit and that identifiable intangible assets with finite lives be amortized over their useful lives. Pursuant to Share Purchase Agreement (the “Agreement”) dated October 31, 2015, among the Company, Mercuriali Ltd. a Corporation incorporated under the laws of United Kingdom (100% owner of issued and outstanding share of Visible Youth Ltd.) and Donald Nicholson, the Company acquired 100% of the issued and outstanding shares of Visible Youth Ltd. for a consideration of $2,500. As a result of this transaction, Visible Youth Ltd. became a wholly owned subsidiary of the Company. The Company intends to use Visible Youth Limited for the marketing of its products in the European Union. This acquisition was accounted for using the acquisition method of accounting. Visible Youth Ltd. did not have any assets or liabilities as at October 31, 2015. Goodwill of $1 represents the excess of cost over fair value of net assets acquired, less impairment. The Company test for impairment of goodwill at the reporting unit level. In assessing whether goodwill is impaired, the Company utilize the two-step process as prescribed by ASC 350. The first step of this test compares the fair value of the reporting unit, determined based upon discounted estimated future cash flows, to the carrying amount, including goodwill. If the fair value exceeds the carrying amount, no further work is required and no impairment loss is recognized. If the carrying amount of the reporting unit exceeds the fair value, the goodwill of the reporting unit is potentially impaired and step two of the goodwill impairment test would need to be performed to measure the amount of an impairment loss, if any. In the second step, the impairment is computed by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of the goodwill. If the carrying amount of the reporting unit’s goodwill is greater than the implied fair value of its goodwill, an impairment loss in the amount of the excess is recognized and charged to statement of operations. Management decided to immediately impair goodwill amounting to $2,499 and brought it at $1 as Visible Youth Ltd. was inactive as at October 31, 2015.

Note 9. Subsequent Events

Note 9. Subsequent Events	6 Months Ended
	Oct. 31, 2015
Notes
Note 9. Subsequent Events	NOTE 9. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events up to December 9, 2015, the date the condensed financial statements were issued, pursuant to the requirements of ASC Topic 855 and has determined the following material subsequent events to report. On November 19, 2015 the Company amended the consultancy and employment agreements of each member of its management team; Mr. Donald Nicholson, Mr. Samuel Asculai and Mr. Drasko Puseljic effective August 1, 2015. Each of these agreements was amended to bring forward the start of remuneration payments with such payment being contingent on receipt of Transaction Monies (as such term is defined in the agreements), in exchange for a reduction in minimum payment obligations and minimum termination payments payable in certain circumstances. In the opinion of the Board the revised remunerations structure incentivizes management, aligns better with the Company’s future strategy and service requirements, and reduces the potential cost on a change of control which may have had a negative effect on future potential corporate transactions. In addition the Company entered into a Director’s Services Agreement with Frode Botnevik, its independent Director. On November 19, 2015, the Company and Mr. Nicholson and Mercuriali Ltd., a company controlled by Mr. Nicholson the Company’s President & CEO, entered into an agreement effective August 1, 2015, to amend the Mercuriali Consulting Agreement (the “Mercuriali Amendment Agreement”). The Mercuriali Amendment Agreement amends the conditions under which Mercuriali will begin to receive remuneration under the Mercuriali Consulting Agreement. A copy of the Mercuriali Amendment was included in the Company’s Form 8-K filed on November 25, 2015. On November 19, 2015, the Company and Mr. Asculai and Biostrategies Consulting Group, a company controlled by Mr. Asculai, the Company’s Chairman and Chief Scientific Officer, entered into an agreement effective August 1, 2015 to amend the Asculai Consulting Agreement (the “Asculai Amendment Agreement”). The Asculai Amendment Agreement amends the conditions under which Biostrategies will begin to receive remuneration under the Asculai Consulting Agreement. A copy of the Asculai Amendment was included in the Company’s Form 8-K filed on November 25, 2015. On November 19, 2015, the Company and Mr. Puseljic entered into an agreement effective August 1, 2015 to amend the Puseljic Employment Agreement (the “Puseljic Amendment Agreement”). The Puseljic Amendment Agreement amends the conditions under which Mr. Puseljic will begin to receive salary under the Puseljic Employment Agreement. A copy of the Puseljic Amendment was included in the Company’s Form 8-K filed on November 25, 2015. On November 25, 2015, the Company and Mr. Frode Botnevik entered into a Director’s Services Agreement effective August 1, 2015 relating to Mr Botnevik’s services as a Director of the Company (the “Botnevik Services Agreement”). The Botnevik Services Agreement states the conditions under which Mr. Botnevik will begin to receive remuneration. A copy of the Botnevik Services Agreement was included in the Company’s Form 8-K filed on November 25, 2015. Under the above agreements the Corporation may be liable to pay the total aggregate sum of $80,000 for the period August 1, 2015 to October 31, 2015 to be satisfied seventy percent (70%) in common shares of Corporation at the lower of $0.00406 or the Conversion Price (as defined by The Vis Vires Promissory Note) at which The Vis Vires Promissory Note converts and thirty percent (30%) in cash, all such payments conditional on the receipt of Transaction Monies (as such term is defined in the relevant agreements) of $1,000,000 on or prior to November 20, 2016. Post November 1, 2015 service fee obligations under the Mercuriali Amendment Agreement, Asculai Amendment Agreement and Puseljic Amendment Agreement each comprise a monthly retainer of seven thousand United States dollars (US$7,000) for up to fourteen (14) hours of Services per week, plus one hundred United States dollars ($100) per hour of Services provided in excess of fourteen (14) hours per week based on the level of services provided and invoiced as further set out in the agreements. Post November 1, 2015 service fee obligations under the Botnevik Services Agreements comprises a quarterly retainer of two thousand five hundred United States dollars (US$2,500) for up to twenty five (25) hours of Services per quarter, plus one hundred United States dollars ($100) per hour of Services provided in excess of twenty five (25) hours per quarter based on the level of services provided and invoiced as further set out in the agreement. The price of $0.00406 was set at 58% of the average of the lowest three closing trading prices for the common stock during the ten trading days prior to November 19, 2015, on the calculation basis described in the Vis Vires Promissory Note. The Vis Vires Promissory Note was included in the Company’s Form 8-K filed on June 25, 2015.

Note 4. Related Party Transac15

Note 4. Related Party Transactions and Balances: Schedule of Related Party Transactions (Tables)	6 Months Ended
	Oct. 31, 2015
Tables/Schedules
Schedule of Related Party Transactions	October 31, 2015 April 30, 2015 $ $ Unpaid remuneration 24,000 — Unreimbursed expenses 457 457 Accounts payable to related parties 24,457 457 Unpaid remuneration 96,062 40,062 Balances owing to Mercuriali Ltd. 33,188 33,188 Accounts payable to related parties convertible into shares 129,250 73,250 Advances from a related party 96,489 96,489 Advances from a related party convertible into shares 196,584 174,417

Note 5. Convertible Promissor16

Note 5. Convertible Promissory Note: Convertible Debt (Tables)	6 Months Ended
	Oct. 31, 2015
Tables/Schedules
Convertible Debt	$ Face value of convertible promissory note issued during Q1 2015-2016 43,000 Beneficial conversion features credited to additional paid-in-capital during Q1 2015-2016 (29,449) Accretion expense on convertible promissory note for Q1 2015-2016 4,555 Accreted value of convertible promissory note as at July 31, 2015 18,106 Accretion expense on convertible promissory note for Q2 2015-2016 9,746 Accreted value of convertible promissory note as at October 31, 2015 27,852

Note 7. Interest Expense_ Inter

Note 7. Interest Expense: Interest and Other Income (Tables)	6 Months Ended
	Oct. 31, 2015
Tables/Schedules
Interest and Other Income	Three months Three months Six months Six months ended ended ended ended October 31, October 31, October 31, October 31, 2015 2014 2015 2014 $ $ $ $ Beneficial conversion feature on advances from a related party 19,983 11,862 22,166 33,162 Accretion expense on convertible promissory note 9,746 — 14,301 — Interest expense on convertible promissory note 867 — 1,272 — Total interest expense 30,596 11,862 37,739 33,162

Note 3. Going Concern (Details)

Note 3. Going Concern (Details) - USD ($)	Oct. 31, 2015	Apr. 30, 2015
Details
Total stockholders' deficit	$ 721,489	$ 578,832
Accumulated deficit	$ 2,697,541	$ 2,476,581

Note 4. Related Party Transac19

Note 4. Related Party Transactions and Balances: Schedule of Related Party Transactions (Details) - USD ($)		Oct. 31, 2015	Apr. 30, 2015
Details
Accounts payable to related parties	[1]	$ 24,457	$ 457
Accounts payable to related parties convertible into shares	[1]	129,250	73,250
Advances from a related party	[1]	96,489	96,489
Advances from a related party convertible into shares	[1]	$ 196,584	$ 174,417
[1]	See Note 4.

Note 4. Related Party Transac20

Note 4. Related Party Transactions and Balances (Details) - USD ($)		6 Months Ended
		Oct. 31, 2015	Oct. 31, 2014	Apr. 30, 2015
Details
Accounts payable to related parties (increase/decrease)		$ 24,000	$ 0
Advances from a related party	[1]	96,489		$ 96,489
Advances from a related party convertible into shares	[1]	$ 196,584		$ 174,417
[1]	See Note 4.

Note 5. Convertible Promissor21

Note 5. Convertible Promissory Note (Details) - USD ($)	3 Months Ended	6 Months Ended
	Oct. 31, 2015	Oct. 31, 2015	Oct. 31, 2014
Details
Proceeds from issuance of promissory convertible note		$ 43,000	$ 0
Accretion expense on convertible promissory note	$ 9,746	$ 14,301	$ 0
Interest Expense, Medium-term Notes	$ 867

Note 6. Stockholders' Deficit (

Note 6. Stockholders' Deficit (Details) - $ / shares	Oct. 31, 2015	Apr. 30, 2015
Details
Common Stock, Shares Authorized	600,000,000	300,000,000
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Issued	104,955,382	101,017,881