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EX-32.1 - EXHIBIT 32.1 - Science to Consumers, Inc.exhibit32-1.htm
EX-31.2 - EXHIBIT 31.2 - Science to Consumers, Inc.exhibit31-2.htm
EX-31.1 - EXHIBIT 31.1 - Science to Consumers, Inc.exhibit31-1.htm
EX-32.2 - EXHIBIT 32.2 - Science to Consumers, Inc.exhibit32-2.htm
EXCEL - IDEA: XBRL DOCUMENT - Science to Consumers, Inc.Financial_Report.xls

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended November 30, 2014

or

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ____________

Commission File Number 333-190391

SCIENCE TO CONSUMERS, INC.
(Exact name of registrant as specified in its charter)

Nevada EIN 33-1227949
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
   
Faraday Str. 31, Leipzig, Germany 04159
(Address of principal executive offices) (Zip Code)

49 (0) 1738264717
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

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.
[X] YES      [   ] NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[X] YES      [   ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ]   Accelerated filer                   [   ]
Non-accelerated filer   [   ] (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)
[X] YES      [   ] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[   ] YES      [   ] NO

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.

29,900,000 common shares issued and outstanding as of January 12, 2015.


TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION 3
   
   Item 1. Financial Statements 3
     
   Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation 5
     
   Item 3. Quantitative and Qualitative Disclosures About Market Risk 10
     
   Item 4. Controls and Procedures 10
     
PART II – OTHER INFORMATION 11
   
   Item 1. Legal Proceedings 11
     
   Item 1A. Risk Factors 11
     
   Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 11
     
   Item 3. Defaults Upon Senior Securities 11
     
   Item 4. Mine Safety Disclosures 11
     
   Item 5. Other Information 11
     
   Item 6. Exhibits 12
     
SIGNATURES 13

2


PART I – FINANCIAL INFORMATION

Item 1.            Financial Statements

The condensed interim financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

3


SCIENCE TO CONSUMERS, INC.
(fka Argan Beauty Corp.)

 

TABLE OF CONTENTS

NOVEMBER 30, 2014

Condensed Balance Sheets as of November 30, 2014 and May 31, 2014 F-1
   
Condensed Statements of Operations for the six months periods ending November 30, 2014 and 2013 F-2
   
Condensed Statements of Cash Flows for the six months periods ending November 30, 2014 and 2013 F-3
   
Notes to the Condensed Financial Statement F-4 - F-6

4


SCIENCE TO CONSUMERS, INC.
(fka Argan Beauty Corp.)
BALANCE SHEETS (Unaudited)

   
November
   
May 31, 2014
 
ASSETS  
30, 2014
       
Current Assets            
     Cash and cash equivalents $  1,373   $  5,171  
     Legal Trust Account   21,671     -  
Total Current Assets   23,044     5,171  
             
             
Total Assets $  23,044   $  5,171  
             
LIABILITIES AND STOCKHOLDERS’ EQUITY            
Liabilities            
Current Liabilities            
     Loan from director $ 10,214   $ 8,216  
             
Total Liabilities   10,214     8,216  
             
Stockholders’ Equity (Deficit)            
     Common stock, par value $0.001; 525,000,000 shares authorized,
     29,900,000 shares issued and outstanding
  29,900     4,250  
     Additional paid in capital   43,100     23,750  
Accumulated deficit            
    (60,170 )   (31,045 )
Total Stockholders’ Equity (Deficit)   12,830     (3,045 )
             
Total Liabilities and Stockholders’ Equity $  23,044   $  5,171  

See accompanying notes to condensed financial statements.

F-3


SCIENCE TO CONSUMERS, INC.
(fka Argan Beauty Corp.)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

    For the three     For the three     For the six     For the six  
    months period     months period     months     months period  
    ended     ended     period ended     ended  
    November 30,     November 30,     November     November 30,  
    2014     2013     30, 2014     2013  
                         
REVENUES $  -   $  -   $  -   $  -  
                         
OPERATING EXPENSES                        
                         
Advertising and Promotion   -           15     36  
Bank Service Charges   60     171     120     217  
Professional Fees   25,327     4,194     28,990     10,193  
Business License and Permit   -     -     -     -  
                         
TOTAL OPERATING EXPENSES   25,387     4,365     29,125     10,446  
                         
NET LOSS FROM OPERATIONS   (25,387 )   (4,365 )   (29,125 )   (10,446 )
                         
PROVISION FOR INCOME TAXES   -     -     -     -  
                         
NET LOSS $  (25,387 ) $  (4,365 ) $  (29,125 ) $  (10,446 )
                         
NET LOSS PER SHARE: BASIC AND DILUTED $  (0.00 ) $  (0.00 ) $  (0.00 ) $  (0.00 )
                         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED   29,872,527     23,750,545     29,900,000     22,375,269  

See accompanying notes to condensed financial statements.

F-3


SCIENCE TO CONSUMERS, INC.
(fka Argan Beauty Corp.)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

    For the six     For the six  
    months ended     months ended  
    November 30,     November 30,  
    2014     2013  
CASH FLOWS FROM OPERATING ACTIVITIES            
         Net loss for the period $  (29,125 ) $  (10,446 )
Adjustments to reconcile net loss to net cash (used in) operating activities:            
Changes in assets and liabilities:            
Accounts payable   -     -  
CASH FLOWS (USED IN) OPERATING ACTIVITIES   (29,125 )   (10,446 )
             
CASH FLOWS FROM FINANCING ACTIVITIES            
         Loans from director   1,998     6,884  
         Proceeds from sale of common stock   45,000     25,000  
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES   46,998     31,884  
             
NET INCREASE (DECREASE) IN CASH   17,873     21,438  
Cash, beginning of period   5,171     3,065  
Cash, end of period $  23,043   $  24,503  
             
SUPPLEMENTAL CASH FLOW INFORMATION:            
         Interest paid $  -   $  -  
         Income taxes paid $  -   $  -  

See accompanying notes to condensed financial statements.

F-3


SCIENCE TO CONSUMERS, INC.
(fka Argan Beauty Corp.)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2014

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Science to Consumers, Inc. is a development stage company registered in the State of Nevada on April 15, 2013 formed to distribute Argan Oil products. Science to Consumers, Inc. will position itself to take full advantage of the distributing Argan oil products from manufacturers to customers.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a May 31 fiscal year end.

Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $5,171 of cash as of May 31, 2014 and $23,044 as of November 30, 2014.

Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

F-5


SCIENCE TO CONSUMERS, INC.
(fka Argan Beauty Corp.)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2014

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of November 30, 2014.

Comprehensive Income
The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.

Recent Accounting Pronouncements
Science to Consumers, Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, the Company had no revenues as of November 30, 2014. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 4 – LOAN FROM DIRECTOR

As of November 30, 2014, a director loaned $10,214 to the Company for business operations. The loans are unsecured, non-interest bearing and due on demand.

The balance due to the director was $10,214 as of November 30, 2014.

F-6


SCIENCE TO CONSUMERS, INC.
(fka Argan Beauty Corp.)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2014

NOTE 5 – COMMON STOCK

The Company has 525,000,000, $0.001 par value shares of common stock authorized.

On May 13, 2013, the Company issued 3,000,000 shares of common stock to a director for cash proceeds of $3,000 at $0.001 per share.

On November 15, 2013, the Company issued 1, 250,000 shares of common stock for cash proceeds of $ 25,000 at $0.02 per share.

On July 31, 2014, our company’s board of directors approved a resolution to effect a 7 new for 1 old forward split of our authorized and our issued and outstanding shares of common stock. A Certificate of Change for the stock split was filed and became effective with the Nevada Secretary of State on August 19, 2014. Consequently, our authorized share capital increased from 75,000,000 to 525,000,000 shares of common stock and our issued and outstanding common stock, at that time, increased from 4,250,000 to 29,750,000 shares, all with a par value of $0.001.

On September 17, 2014, the Company issued 50,000 shares of common stock for cash proceeds of $ 15,000 at $0.30 per share.

On September 18, 2014, the Company issued 100,000 shares of common stock for cash proceeds of $ 30,000 at $0.30 per share.

There were 29,900,000 shares of common stock issued and outstanding as of November 30, 2014.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

NOTE 7 – SUBSEQUENT EVENTS

On November 25, 2014, our board of directors approved an agreement and plan of merger to merge with our wholly-owned subsidiary Science to Consumers, Inc., a Nevada corporation, to effect a name change from Argan Beauty Corp. to Science to Consumers, Inc. Science to Consumers, Inc. was formed solely for the change of name.

Articles of Merger to effect the merger and change of name were filed and became effective with the Nevada Secretary of State on December 23, 2014.

The name change has been reviewed by the Financial Industry Regulatory Authority (FINRA) and was approved for filing with an effective date of December 24, 2014.

F-7


Item 2.            Management's Discussion and Analysis of Financial Condition and Results of Operation

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Science to Consumers, Inc., unless the context clearly requires or states otherwise.

Corporate Overview

We were incorporated in the State of Nevada on April 15, 2013. Our company is planning to be a distributor of Argan oil and Argan oil products to stores, spas, massage therapy offices and individuals in Germany. We intend to bring the 100% pure and organic Argan oil and skin products made with Argan oil directly from the manufacturers in Morocco to Germany and in the future to the rest of Europe. We expect to generate revenues from sales of our products to individual customers and commercial customers such as spas, stores and massage therapy offices. Both individual and commercial customers will be able to order our products by telephone, our website has been updated and changed to reflect our name change to www.sciencetoconsumers.com using our special contact form, or directly at an arranged meeting with our representative. We will import 100% pure Argan oil and all the skin care products made with Argan oil straight from the manufacturer in Morocco and deliver them to our clients in Germany without the help of commission base agents. We are also looking at securing other products to distribute in the North American market.

At this stage, we have no revenues. The only operations we have engaged in are preparing our business plan and the development of our website. Our potential client list consists of 4 companies ranging from beauty stores, spas and massage therapy offices.

The majority of our business will be initially marketed in Germany but as our operations expand, we plan to expand to other European markets. We are also looking at opportunities to expand our operations and product lines in the USA market.

Our company will focus on providing helpful customer service. We will have vast selection of products as well as same-day delivery services within 100 miles radius. We also offer a no minimum order size and no shipping charges, as well as returns of unused, saleable products for an instant credit.

5


One June 1, 2013, we entered into a web site design agreement with Smart Creations. As compensation, our company will pay Smart Creations $300 upon completion of the creation of our company’s website which was estimated to be completed on October 30, 2013. We are now looking at re-designing our website in order to better market our brand and image to consumers. This re-design should be completed prior to January 31, 2015 and the new website domain will be www.sciencetoconsumers.com.

On July 31, 2014, our company’s board of directors approved a resolution to effect a 7 new for 1 old forward split of our authorized and our issued and outstanding shares of common stock. A Certificate of Change for the stock split was filed and became effective with the Nevada Secretary of State on August 19, 2014. Consequently, our authorized share capital increased from 75,000,000 to 525,000,000 shares of common stock and our issued and outstanding common stock, at that time, increased from 4,250,000 to 29,750,000 shares, all with a par value of $0.001.

The forward stock split was approved by the Financial Industry Regulatory Authority (FINRA) with an effective date of August 19, 2014.

On November 25, 2014, our board of directors approved an agreement and plan of merger to merge with our wholly-owned subsidiary Science to Consumers, Inc., a Nevada corporation, to effect a name change from Argan Beauty Corp. to Science to Consumers, Inc. Science to Consumers, Inc. was formed solely for the change of name.

Articles of Merger to effect the merger and change of name were filed and became effective with the Nevada Secretary of State on December 23, 2014. The name change was reviewed by the FINRA and was approved for filing with an effective date of December 24, 2014. The name change became effective with the Over-the-Counter Bulletin Board at the opening of trading on December 24, 2014 under the symbol "BEUT". Our new CUSIP number is 808645105.

Our principal executive office is located at Faraday Str. 31, Leipzig, Germany, 04159. Our telephone number is 49 (0) 173 8264 717.

Results of Operations for the Three and Six Months Ended November 30, 2014 and 2013

The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the three and six months ended November 30, 2014 and 2013.

Our operating results for the three months ended November 30, 2014 and 2013 are summarized as follows:

    Three Months Ended     Six Months Ended  
    November 30,     November 30,  
    2014     2013     2014     2013  
Advertising and promotion $  Nil   $  Nil   $  15     36  
Bank service charges $  60   $  171   $  120     217  
Professional fees $  25,327   $  4,194   $  28,990     10,193  
Net Loss $  (25,387 ) $  (4,365 ) $  (29,125 )   (10,446 )

Our net loss for the three months ended November, 2014 was $25,387. Our net loss for the six months ended November, 2014 was $29,125. During the three and six months ended November 30, 2014 we did not generate any revenue.

During the three months ended November 30, 2014, our operating expenses were bank service charges of $60 and professional fees of $25,327. During the six months ended November 30, 2014, our operating expenses were advertising and promotion of $15, bank service charges of $120 and professional fees of $28,990. The weighted average number of shares outstanding were 29,900,000 and 29,900,000 for the three and six months ended November 30, 2014, respectively.

6


Liquidity and Financial Condition

Working Capital            
    At November 30,     At May 31,  
    2014     2014  
Current Assets $  23,044   $  5,171  
Current Liabilities $  10,214   $  8,216  
Working Capital $  12,830   $  (3,045 )

Cash Flows   Six Months     Six Months  
    Ended     Ended  
    November 30,     November 30,  
    2014     2013  
Net cash used in operating activities $  (29,125 ) $  (10,446 )
Net cash (used in) provided by investing activities $  Nil   $  Nil  
Net cash (used in) provided by financing activities $  46,998   $  31,884  
Increase (Decrease) in Cash During the Period $  (17,873 ) $  (21,438 )

As at November 30, 2014, our total assets were $23,044 compared to $5,171 in total assets at May 31, 2014. Total assets were comprised of $1,373 in cash and cash equivalents and 21,671 in legal trust accounts. As at November 30, 2014, our current liabilities were $10,214 compared to $8,216 in current liabilities as at May 31, 2014. Stockholders’ equity was $38,330 as of November 30, 2014 compared to stockholders' equity of ($3,045) as of May 31, 2014.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the six months ended November 30, 2014, net cash flows used in operating activities was $29,125 compared to $10,446 for the six months ended November, 2013.

Cash Flows from Investing Activities

For the six months ended November, 2014 and 2013 we did not have any net cash flows used in investing activities.

Cash Flows from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity. For the six months ended November 30, 2014, cash flow provided by financing activities was $46,998 compared to $31,884 for the six months ended November 30, 2013.

Plan of Operation and Future Financings

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

7


Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

Cash Requirements

We estimate our operating expenses and working capital requirements for the twelve month period to be as follows:

Estimated Expenses For the Twelve Month Period ending November 30, 2015  
Professional fees $  36,000  
Establishing an office $  5,000  
Marketing & Advertising $  100,500  
Website development   31,500  
General and administrative expenses   30,000  
Total $  203,000  

At present, our cash requirements for the next 12 months outweigh the funds available to maintain our operations or development of any future properties. Of the $203,000 that we require for the next 12 months, we had $1,373 in cash as of November 30, 2014, and a working capital of $12,830. Until we complete a transaction, acquisition or business combination, our cash requirements will be in regards to maintaining our corporate existence, and ensuring compliance with our SEC continuous disclosure obligations, including our financial reporting requirements. In addition, we will require additional capital in order to investigate and conclude any future transaction, acquisition or business combination. In order to improve our liquidity, we plan to pursue additional equity financing from private investors or possibly a registered public offering. We do not currently have any definitive arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

8


Going Concern

We have suffered recurring losses from operations and are dependent on our ability to raise capital from stockholders or other sources to meet our obligations and repay our liabilities arising from normal business operations when they become due. In their report on our audited financial statements for the year ended May 31, 2014, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosure describing the circumstances that lead to this disclosure by our independent auditors.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

Basis of Presentation

The financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Accounting Basis

Our company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). Our company has adopted a May 31 fiscal year end.

Cash and Cash Equivalents

Our company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. Our company had $5,171 of cash as of May 31, 2014 and $23,044 as of November 30, 2014.

Fair Value of Financial Instruments

Our company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Revenue Recognition

Our company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, our company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing our company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing our company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of November 30, 2014.

Comprehensive Income

Our company has which established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, our company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. Our company has not had any significant transactions that are required to be reported in other comprehensive income.

Recent Accounting Pronouncements

Our company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on our company’s results of operations, financial position or cash flow.

Item 3.            Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4.            Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer (our principal executive officer) and chief financial officer (our principal financial officer and principal accounting officer), to allow for timely decisions regarding required disclosure.

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As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our reports as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.            Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A.         Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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

None.

Item 3.            Defaults Upon Senior Securities

None.

Item 4.            Mine Safety Disclosures

Not applicable.

Item 5.            Other Information

None.

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Item 6.            Exhibits

Exhibit Description
Number  
   
(3)

Articles of Incorporation and Bylaws

   
3.1

Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on August 6, 2013)

   
3.2

Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on August 6, 2013)

   
3.4

Certificate of Change (incorporated by reference to our Current Report on Form 8-K filed on August 22, 2014)

   
3.4

Articles of Merger (incorporated by reference to our Current Report on Form 8-K filed on December 30, 2014)

   
(10)

Material Contracts

   
10.1

Web Site Design Agreement between our company and Smart Creations (incorporated by reference to our Registration Statement on Form S-1 filed on August 6, 2013)

   
(31)

Rule 13a-14(a) / 15d-14(a) Certifications

   
31.1*

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer

   
31.2*

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer

   
(32)

Section 1350 Certifications

   
32.1*

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer

   
32.2*

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer

   
101*

Interactive Data File

   
101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document


  *

Filed herewith.

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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.

  SCIENCE TO CONSUMERS, INC.
  (Registrant)
   
   
   
Dated: January 20, 2015 /s/ Burt Ensley
  Burt Ensley
  Chief Executive Officer
  (Principal Executive Officer)
   
   
   
Dated: January 20, 2015 /s/ Vitaliy Gorelik
  Vitaliy Gorelik
  President, Chief Financial Officer, Treasurer and Director
  (Principal Financial Officer and Principal Accounting
  Officer)

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