Toronto, 23 September, 2008.
Exhibit 99.1
Toronto,
23 September, 2008.
Pursuant
to an Asset Purchase Agreement by and between the Zeezoo Software Corp. (OTCBB:
ZEEZ), a Nevada corporation (“Zeezoo”), and Enhance Skin Products Inc., a
privately owned Ontario corporation (“Enhance”), on August 14, 2008, Zeezoo
acquired substantially all of the assets of Enhance (the
“Assets”). In exchange for the Assets, and taking into account the
cancellation of certain securities of Zeezoo by the Insiders (as defined below),
the former stockholders of Enhance have acquired approximately 57% of the issued
and outstanding shares of common stock, par value $.001 per share, of Zeezoo
(the “Common Stock”). This transaction may be deemed to have resulted
in a change in control of Xxxxxx from the Insiders to the former stockholders of
Enhance. In connection with the change in control, Xx. Xxxxxx
Xxxxxxx, Ph.D. became President and Chief Executive Officer and a director, Xx.
Xxxxx X. Xxxx became a director, Xx. Xxxxx Xxxxxxxx became a director, Xx. Xxxxx
Xxxxx became Vice President of Operations and Xx.Xxxxx Xxxxxx became Chief
Financial Officer and Secretary of Zeezoo. Xxxx X. Xxxxx and Xxxxxxxx
X. Xxxxxxx (together, the “Insiders”), the only officers and directors of Zeezoo
prior to the closing of the transaction contemplated by that Asset Purchase
Agreement (the “Closing”), resigned from these positions on the date of the
Closing. The Insiders were the majority stockholders of Zeezoo
immediately prior to the Closing. On the Closing, the Insiders
surrendered the large majority of the Common Stock held by them for
cancellation.
Subsequent
to the purchase of the Assets, Zeezoo (i) changed its (a) name to Enhance Skin Products
Inc.; (b) OTCBB trading symbol to EHSK; and (c) address to 000 Xxxxx
Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000; and (ii) incorporated a
wholly owned Canadian subsidiary, Enhance Skin Products (Canada) Limited, and by
a private placement of shares of the Common Stock and warrants to purchase
shares of the Common Stock, raised $1.5 million to implement its business
plan.
Enhance
develops science-based skin-care (cosmeceutical) products for the professional
skin care markets, world-wide. These products will be marketed by Enhance under
its Visible Youth™ Brand or through private-label arrangements with
others.
Cautionary
Statement Regarding Forward-Looking Information: Except for statements of
historical fact relating to Enhance, certain information contained herein
constitutes forward-looking statements.
Forward-looking
statements are frequently characterized by words such as "potential,"
"estimate," "plan," "expect," "project," "intend," "believe," "anticipate" and
other similar words, or statements that certain events or conditions "may" or
"will" occur. Forward-looking statements are based on the opinions and estimates
of management at the date the statements are made, and are subject to a variety
of risks and uncertainties and other factors that could cause actual events or
results to differ materially from those projected in the forward-looking
statements. Enhance undertakes no obligation to update forward-looking
statements if circumstances or management's estimates or opinions should change.
The reader is cautioned not to place undue reliance on forward-looking
statements.