Science to Consumers, Inc. - Form 10-Q - Filed by newsfilecorp.com

0001062993-16-009886.txt : 20160519 0001062993-16-009886.hdr.sgml : 20160519 20160519140807 ACCESSION NUMBER: 0001062993-16-009886 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 41 CONFORMED PERIOD OF REPORT: 20160229 FILED AS OF DATE: 20160519 DATE AS OF CHANGE: 20160519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Science to Consumers, Inc. CENTRAL INDEX KEY: 0001583671 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 331227949 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-190391 FILM NUMBER: 161662708 BUSINESS ADDRESS: STREET 1: FARADAY STR. 31 CITY: LEIPZIG STATE: 2M ZIP: 04159 BUSINESS PHONE: 49(0) 173 8435 311 MAIL ADDRESS: STREET 1: FARADAY STR. 31 CITY: LEIPZIG STATE: 2M ZIP: 04159 FORMER COMPANY: FORMER CONFORMED NAME: Argan Beauty Corp. DATE OF NAME CHANGE: 20130805 10-Q 1 form10q.htm FORM 10-Q Science to Consumers, Inc. - Form 10-Q - Filed by newsfilecorp.com

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 February 29, 2016

[ ] 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	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)
[ ] YES [X] 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.
31,920,000 common shares issued and outstanding as of May 17, 2016.

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	6

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13

Item 4.	Controls and Procedures	13

PART II – OTHER INFORMATION		13

Item 1.	Legal Proceedings	13

Item 1A.	Risk Factors	13

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13

Item 3.	Defaults Upon Senior Securities	13

Item 4.	Mine Safety Disclosures	14

Item 5.	Other Information	14

Item 6.	Exhibits	15

SIGNATURES		16

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.

SCIENCE TO CONSUMERS, INC.

CONDENSED FINANCIAL STATEMENTS

FEBRUARY 29, 2016

SCIENCE TO CONSUMERS, INC.

TABLE OF CONTENTS

FEBRUARY 29, 2016

Condensed Balance Sheets as of February 29, 2016 (Unaudited) and May 31, 2015	F-3

Condensed Statements of Operations for the Three and Nine Month Periods Ending February 29, 2016 and 2015 (Unaudited)	F-4

Condensed Statements of Cash Flows for the Three Month Periods Ending February 29, 2016 and 2015 (Unaudited)	F-5

Notes to the Condensed Financial Statement (Unaudited)	F-6 - F-9

SCIENCE TO CONSUMERS, INC.
CONDENSED BALANCE SHEETS

		February 29,			May 31,
		2016			2015
		(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	–		$	1,749
Total Current Assets		–			1,749

Website development costs		9,871			–

Total Assets	$	9,871		$	1,749

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities

Current Liabilities
Accounts payable		24,304			–
Due to related party		5,698			–
Loan from director		8,891			8,891

Total Liabilities		38,893			8,891

Stockholders’ Deficit
Common stock, par value $0.001; 525,000,000 shares authorized, 31,943,833 shares (May 31, 2015 – 29,900,000 shares) issued and outstanding;		31,944			29,900
Additional paid in capital		72,206			61,100
Accumulated deficit		(133,172	)		(98,142	)
Total Stockholders’ Deficit		(29,022	)		(7,142	)

Total Liabilities and Stockholders’ Deficit	$	9,871		$	1,749

See accompanying notes to condensed financial statements.

SCIENCE TO CONSUMERS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

		For the			For the			For the			For the
		three month			three month			nine month			nine month
		period ended			period ended			period ended			period ended
		February 29,			February 28,			February 29,			February 28,
		2016			2015			2016			2015

REVENUES	$	–		$	–		$	–		$	–

OPERATING EXPENSES

Advertising and Promotion		–			–			–			15
Amortization Expense		291			–			581			–
Bank Service Charges		–			48			–			169
Professional Fees		18,501			11,866			34,449			40,856

TOTAL OPERATING EXPENSES		18,792			11,914			35,030			41,040

NET LOSS FROM OPERATIONS		(18,792	)		(11,914	)		(35,030	)		(41,040	)

PROVISION FOR INCOME TAXES		–			–			–			–

NET LOSS	$	(18,792	)	$	(11,914	)	$	(35,030	)	$	(41,040	)

NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		31,568,000			29,900,000			30,465,000			29,900,000

See accompanying notes to condensed financial statements.

SCIENCE TO CONSUMERS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

		For the			For the
		nine months			nine months
		ended			ended
		February 29,			February 28,
		2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(35,030	)	$	(41,040	)

Adjustments to reconcile net loss:
Amortization		581			–

Changes in assets and liabilities:
Accounts payable and accrued liabilities		13,852			–
CASH FLOWS USED IN OPERATING ACTIVITIES		(20,597	)		(41,040	)

CASH FLOWS FROM FINANCING ACTIVITIES

Advances from related party		5,698			–
Loans from director		–			674
Proceeds from sale of common stock		13,150			45,000
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		18,848			45,674


NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(1,749	)		4,634
Cash and cash equivalents, beginning of period		1,749			5,171
Cash and cash equivalents, end of period	$	–		$	9,805

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	–		$	–
Income taxes paid	$	–		$	–

See accompanying notes to condensed financial statements.

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. In addition, the Company signed a five-year exclusive licensing agreement with Biomatrix, Inc. for the People’s Republic of China and Europe. Science to Consumers, Inc., is also focused on anti-aging and good-for-your-body products. The agreement will allow Science to Consumers Inc., to market and sell at least six of its special formulated anti-aging products including the DermaLastyl line.

NOTE 2 – CONDENSED FINANCIAL STATEMENTS

The accompanying 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 on February 29, 2016, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in the 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 condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s May 31, 2015 audited financial statements. The results of operations for the nine months ended February 29, 2016 are not necessarily indicative of the operating results for the full year.

NOTE 3 – SUMMARY OF SIGNIFCANT 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 $nil of cash as of February 29, 2016 and $1,749 of cash as of May 31, 2015.

Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities, amounts due to a related party and a loan from a director. 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.

Website Development Costs
Website development costs consist of costs incurred to develop internet websites to promote, advertise, and earn revenue with respect to the Company’s business operations. Costs are amortized on a straight line basis over 3 years from when the internet web site has been completed.

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.

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 February 29, 2016 and May 31, 2015.

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.

NOTE 4 – 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 February 29, 2016. The Company currently has working capital deficit, 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 5 – LICENSE AGREEMENT DEPOSIT

On December 29, 2015, the Company entered into an exclusive license agreement with Biomatrix Inc. (“Biomatrix”), a Delaware corporation, pursuant to which the Company obtained the exclusive rights to sell certain proprietary skincare products of Biomatrix by direct to consumer marketing and sales in the territories of China and Europe. In consideration for the marketing, sales and distribution services to be provided by the Company, Biomatrix has agreed to supply product inventory at a rate not less favorable than that provided to any third party. Additionally, Biomatrix has agreed to transfer to the Company 100% equity ownership of Biomatrix Inc. (“Biomatrix Arizona”), an Arizona corporation, which holds all right and title to the product distribution rights acquired. In consideration of transfer of title and rights acquired, the Company issued 2,000,000 restricted shares of common stock to Biomatirx. Upon closing of the transaction, Biomatrix Arizona will become a wholly owned subsidiary of the Company. As of February 29, 2016, the transaction had not closed and the Company has not received ownership of the Biomatrix Arizona equity.

The initial term of the exclusive license agreement is 5 years, subject to the Company achieving minimum sales of $250,000 and $500,000 during the first and second years of the agreement, respectively. Thereafter, the term will automatically renew for successive 5 year periods provided that the Company achieve a minimum $500,000 in sales of the licensed products during each calendar year of the term, excluding the first year.

On December 16, 2015, the Company issued Biomatrix 2,000,000 shares of the Company’s common stock pursuant to the license agreement. As of February 29, 2016, the shares of Biomatrix Arizona were not received by the Company and the transaction had not closed. Due to the value of Biomatrix Arizona and the Company’s uncertain future revenues generated by the license, the fair value of the 2,000,000 shares issued has been recorded as $nil.

NOTE 6 – DUE TO RELATED PARTY

As of February 29, 2016, the Company was indebted to the Chief Executive Officer of the Company for $5,698 (May 31, 2015 - $nil), for expenses paid on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand.

NOTE 7 – LOAN FROM DIRECTOR

As of February 29, 2016, the Company owed a director of the Company $8,891 (May 31, 2015 - $8,891) related to a loan to the Company for business operations. The loan is unsecured, non-interest bearing and due on demand.

NOTE 8 – COMMON STOCK

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

On September 11, 2015, the Company issued 20,000 shares of stock at $0.30 per share for cash proceeds of $6,000.

On December 16, 2015, the Company issued 2,000,000 restricted shares to Biomatrix, Inc. with a fair value of $nil pursuant to the license agreement referred to Note 5.

On December 16, 2015, the Company issued 15,500 shares of stock at $0.30 per share for cash proceeds of $4,650.

On January 20, 2016, the Company issued 8,333 shares of stock at $0.30 per share for cash proceeds of $2,500.

There were 31,943,833 shares of common stock issued and outstanding as of February 29, 2016.

NOTE 9 – WARRANTS

The following table summarizes the continuity of share purchase warrants:

		Weighted
		Average
	Number of	Exercise Price
	Warrants	$

Balance, May 31, 2014	–	–
Issued	150,000	0.50
Balance, May 31, 2015 and February 29, 2016	150,000	0.50

As at February 29, 2016, the following share purchase warrants were outstanding:

	Exercise
	Price		Weighted Average
Number of Warrants	$	Expiry Date	Remaining Life (years)
50,000	0.50	September 17, 2017	1.55
100,000	0.50	September 18, 2017	1.55

150,000			1.55

NOTE 10 – 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 11 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to February 29, 2016 to the date these financial statements were issued.

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 condensed 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.

At this stage, we have no revenues. The past operations had the Company engaged in preparing our business plan and the development of our website and e-commerce shopping cart. Our potential client list consists of 4 companies ranging from beauty stores, spas massage therapy offices, and cosmetic distributors.

The majority of our business will be initially marketed in China, Hong Kong, and 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 expand product lines in the USA, European, and Asian markets.

Our company will focus on providing helpful customer service. We are currently selling six products that are available to be purchased through our website, and wholesale orders are also being accepted from June 1, 2016. The Company plans on engaging in an e-commerce strategy to be able to drive its online sales. In addition, the company is targeting cosmetic distribution companies in China and Hong Kong as part of its sales strategy.

The Company is also working with the Licensee to re-design and re-package the product line to better reflect the Chinese market place.

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 have since re-designing our website in order to better market our brand and image to consumers and to better reflect our existing business. We will always look at updating our website as we grow and as our business evolves. The re-design should be completed prior to October 31, 2015.

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 29,900,000 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 CUSIP number is 808645105.

Effective August 18, 2015, Burt Ensley resigned as chief executive officer of our company. Mr. Ensley will remain as a company advisor. In connection with the resignation of Mr. Ensley, Edwon Lam was appointed as chief executive officer.

Mr. Ensley's resignation was not the result of any disagreement with our company regarding our operations, policies, practices or otherwise.

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

Our Current Business

On October 1, 2013, Science to Consumers Inc., a private Nevada corporation (the “Assignor”), entered into a License Agreement with Protein Genomics Inc., a Delaware corporation, pursuant to which the Assignor acquired the rights from Protein Genomics Inc. to sell certain products.

On January 19, 2015, our company, as assignee, entered into an Assignment Agreement with the Assignor, pursuant to which we have acquired the right, title and interest to the License Agreement and all obligations, benefits and advantages thereunder in relation to the territory under the License Agreement for consumer skin care products supplied by Protein Genomics. Under the terms of the Assignment Agreement, Burt Ensley, the current sole director and officer of the Assignor and a former chief executive officer of our company, shall be issued 2,000,000 shares of common stock of our company as consideration for the transfer of the License Agreement.

Under the License Agreement our company will provide direct to consumer sales, marketing and distribution of finished consumer skin care products provided by Protein Genomics via direct response advertisements and other worldwide marketing and distribution channels. Our company will create direct response advertisements for the products in consultation with Protein Genomics, which shall initially consist of direct response print advertisements and television commercials and other forms of direct response advertisements.

Our company shall manage all creative testing, media, buying, telemarketing fulfillment and credit card processing relating to the sale of the consumer skin care products through direct response advertisements and will work with Protein Genomics on appropriate publicity and home shopping opportunities for the products. We may also work together with respect to the packaging of the products.

Our company may also present buying opportunities online of the products as part of our overall web strategy including order acceptance, billing and collection.

Protein Genomics will provide our company with finished inventory, claims substantiation with respect to each product including any relevant clinical data and support for any such claims, assistance in securing testimonials and cooperation from experts and arranging for appearances by our former chief executive officer, Burt Ensley, to promote the products in our direct response advertising channels. Protein Genomics will also provide us with fully cleared content required by our company to create the direct response advertisements, ensure that any patents and intellectual property are in good standing and defend against any potential competition or infringement.

The terms of the Assignment Agreement signed on January 19, 2015 have not been met and a new agreement with similar terms and pricing were negotiated and entered into on December 29, 2015.

Effective December 29, 2015, we entered into an exclusive license agreement with Biomatrix Inc., a Delaware corporation, pursuant to which we obtained the exclusive rights to sell certain proprietary skincare products of Biomatrix by direct to consumer marketing and sales in the territories of China and Europe. In consideration for the marketing, sales and distribution services to be provided by our company, Biomatrix has agreed to supply product inventory at a rate not less favorable than that provided to any third party. Additionally, Biomatrix has agreed to transfer to our company 100% equity ownership of Biomatrix Inc., an Arizona corporation which holds all right and title to the product distribution rights acquired. In consideration of transfer of title and rights acquired, we agreed to issue to Biomatrix (Delaware) 2,000,000 restricted common shares in the capital stock of our company.

The initial term of the exclusive license agreement is for 5 years, subject to our company achieving minimum sales of $250,000 and $500,000 during the first and second years of the agreement, respectively. Thereafter, the term will automatically renew for successive 5 year periods provided that we achieve a minimum $500,000 in sales of the licensed products during each calendar year of the term, excluding the first year.

Closing of the transaction is subject to completion of due diligence and to the transfer of the Biomatrix, Arizona securities to our Company. Biomatrix Arizona will become our wholly owned subsidiary upon completion of the transaction.

Our Current Products

We are currently selling six products that are available to be purchased through our website, and wholesale orders are also being accepted from June 1, 2016. The Company plans on engaging in an e-commerce strategy to be able to drive its online sales. In addition, the company is targeting cosmetic distribution companies in China and Hong Kong as part of its sales strategy.

The Company is also working with the Licensee to re-design and re-package the product line to better reflect the Chinese market place.

The products being sold by the Company currently are Dermalastyl Facial Scrub, Dermalastyl Bx Pro, Dermalastyl Bx Elastropin, Dermalastyl-e Intensive Eye Serum, Dermalastyl-m Wrinkle Eye Radicator, Dermalastyl-m Anti- Wrinkle after shave for Men.

Results of Operations for the Three and Nine Months Ended February 29, 2016 and February 28, 2015

The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the Nine months ended February 29, 2016 and February 28, 2015.

Our operating results for the three and Nine months ended February 29, 2016 and February 28, 2015are summarized as follows:

		Three Months Ended						Nine Months Ended
		February 29			February 28			February 29			February 28
		2016			2015			2016			2015
Advertising and promotion	$	Nil		$	Nil		$	Nil		$	15
Amortization expense	$	291		$	Nil		$	581		$	Nil
Bank service charges	$	Nil		$	48		$	Nil		$	169
Professional fees	$	18,501		$	11,866		$	34,449		$	40,856
Net Loss	$	(18,792	)	$	(11,914	)	$	(35,030	)	$	(41,040	)

Our net loss for the three months ended February 29, 2016 was $18,792 compared to a net loss of $11,914 for the same period in 2015. Our net loss for Nine months ended February 28, 2016 was $35,030 compared to a net loss of $41,040 during the same period in 2015. During the Nine months ended February 29, 2016 we did not generate any revenue.

During the three months ended February 29, 2016, our operating expenses were amortization expenses of $291 and professional fees of $18,501. During the three months ended February 28, 2015, our operating expenses were bank service charges of $48 and professional fees of $11,866. The increase in operating expenses for this period compared to the previous period is primarily due to an increase in professional fees.

During the Nine months ended February 29, 2016, our operating expenses were amortization expenses of $581 and professional fees of $34,449. During the Nine months ended February 28, 2015, our operating expenses were advertising and promotion of $15, bank service charges of $169 and professional fees of $40,856. The decrease in operating expenses for this period compared to the previous period is primarily due a decrease in professional fees.

The weighted average number of shares outstanding were 30,465,000 and 29,900,000 for the Nine months ended February 29, 2016 and February 28, 2015, respectively.

Liquidity and Financial Condition

Working Capital
		At February 29			At May 31,
		2016			2015
Current Assets	$	Nil		$	1,749
Current Liabilities	$	38,893		$	8,891
Working Capital Deficit	$	(38,893	)	$	(7,142	)

Cash Flows
		At February 29			At February 28,
		2016			2015
Net cash used in operations	$	(20,597	)	$	(41,040	)
Net cash (used in) provided by investing activities	$	Nil		$	Nil
Net cash (used in) provided by financing activities	$	18,848		$	45,674
Increase (Decrease) in Cash During the Period	$	(1,749	)	$	4,634

As at February 29, 2016, our total assets were $9,871 compared to $1,749 in total assets at May 31, 2015. Total assets were comprised of $9,871 in website development costs, as at February 29, 2016 we had no cash or cash equivalents. As at February 29, 2016, our current liabilities were $38,893 compared to $8,891 in current liabilities as at May 31, 2015. Stockholders’ deficit was $29,022 as of February29, 2016 compared to stockholders' deficit of $7,142 as of May 31, 2015.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the Nine months ended February 29, 2016, net cash flows used in operating activities was $20,597 compared to $41,040 for the Nine months ended February 28, 2015.

Cash Flows from Investing Activities

For the Nine months ended February 29, 2016 cash flows used in investing activities were $0 compared to $0 for the Nine months ended February 28, 2015.

Cash Flows from Financing Activities

For the Nine months ended February 29, 2016 cash flows from financing activities were $18,848 compared to $45,674 for the Nine months ended February 28, 2015.

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.

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 February 28, 2017

Professional fees	$	30,000
Establishing an office in China	$	13,000
Online Advertising	$	5,000
Import Licenses		3,500
General and administrative expenses		60,000
Total	$	111,500

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 $111,500 that we require for the next 12 months, we had $0 in cash as of February 29, 2016, and a working capital deficit of $38,893. 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.

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, 2015, 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 $nil of cash as of February 29, 2016 and $1,749 of cash as of May 31, 2015.

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.

Website Development Costs

Website development costs consist of costs incurred to develop internet websites to promote, advertise, and earn revenue with respect to our company’s business operations. Costs are amortized on a straight line basis over 3 years from when the internet web site has been completed.

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

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 February 29, 2016 and May 31, 2015.

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 any other recent accounting pronouncements to have a material impact on our financial statements.

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.

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

On April 7, 2016, KLJ & Associates, LLP resigned as our independent registered public accounting firm.

The reports of KLJ & Associates, LLP on our financial statements as of and for the fiscal years ended May 31, 2015 and 2014 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle except to indicate that there was substantial doubt about our ability to continue as a going concern.

During the fiscal years ended May 31, 2015 and 2014, there have been no disagreements with KLJ & Associates, LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction KLJ & Associates, LLP would have caused them to make reference thereto in connection with their report on the financial statements for such years.

On April 25, 2016, our company engaged Yichien Yeh, CPA as its new independent registered public accounting firm.

Item 6. Exhibits

Exhibit Number	Description

(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)
3.3	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)
10.2	License Assignment Agreement dated January 19, 2015 (incorporated by reference to our Current Report on Form 8-K filed on February 5, 2015)
10.3	Exclusive License Agreement dated December 16, 2015 between the Company and Biomatrix Inc. (incorporated by reference to our Current Report on Form 8-K filed on January 6, 2016)

(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.

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: May 19, 2016	/s/ Vitaliy Gorelik
	Vitaliy Gorelik
	President, Chief Financial Officer, Treasurer and Director
	(Principal Financial Officer and Principal Accounting
	Officer)



Dated: May 19, 2016	/s/ Edwon Lam
	Edwon Lam
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.1 2 exhibit31-1.htm EXHIBIT 31.1 Science to Consumers, Inc. - Exhibit 31.1 - Filed by newsfilecorp.com

EXHIBIT 31.1

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Edwon Lam, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Science to Consumers, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 19, 2016


/s/ Edwon Lam
Edwon Lam
Chief Executive Officer
(Principal Executive Officer)

EX-31.2 3 exhibit31-2.htm EXHIBIT 31.2 Science to Consumers, Inc. - Exhibit 31.2 - Filed by newsfilecorp.com

EXHIBIT 31.2

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Vitaliy Gorelik, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Science to Consumers, Inc.;

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 19, 2016


/s/ Vitaliy Gorelik
Vitaliy Gorelik
President, Chief Financial Officer, Treasurer and Director
(Principal Financial Officer and Principal Accounting Officer)

EX-32.1 4 exhibit32-1.htm EXHIBIT 32.1 Science to Consumers, Inc. - Exhibit 32.1 - Filed by newsfilecorp.com

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Edwon Lam, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of Science to Consumers, Inc. for the period ended February 29, 2016 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Science to Consumers, Inc.

Dated: May 19, 2016

	/s/ Edwon Lam
	Edwon Lam
	Chief Executive Officer
	(Principal Executive Officer)
	Science to Consumers, Inc.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Science to Consumers, Inc. and will be retained by Science to Consumers, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2 5 exhibit32-2.htm EXHIBIT 32.2 Science to Consumers, Inc. - Exhibit 32.2 - Filed by newsfilecorp.com

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Vitaliy Gorelik, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of Science to Consumers, Inc. for the period ended February 29, 2016 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Science to Consumers, Inc.

Dated: May 19, 2016

	/s/ Vitaliy Gorelik
	Vitaliy Gorelik
	President, Chief Financial Officer, Treasurer and Director
	(Principal Financial Officer and Principal Accounting Officer)
	Science to Consumers, Inc.

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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. In addition, the Company signed a five-year exclusive licensing agreement with Biomatrix, Inc. for the People’s Republic of China and Europe. Science to Consumers, Inc., is also focused on anti-aging and good-for-your-body products. The agreement will allow Science to Consumers Inc., to market and sell at least six of its special formulated anti-aging products including the DermaLastyl line.

NOTE 2 – CONDENSED FINANCIAL STATEMENTS The accompanying 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 on February 29, 2016, and for all periods presented herein, have been made. Certain information and footnote disclosures normally included in the 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 condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s May 31, 2015 audited financial statements. The results of operations for the nine months ended February 29, 2016 are not necessarily indicative of the operating results for the full year.

NOTE 3 – SUMMARY OF SIGNIFCANT 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 $nil of cash as of February 29, 2016 and $1,749 of cash as of May 31, 2015. Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities, amounts due to a related party and a loan from a director. 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. Website Development Costs Website development costs consist of costs incurred to develop internet websites to promote, advertise, and earn revenue with respect to the Company’s business operations. Costs are amortized on a straight line basis over 3 years from when the internet web site has been completed. 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. 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 February 29, 2016 and May 31, 2015. 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.

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 $nil of cash as of February 29, 2016 and $1,749 of cash as of May 31, 2015.

Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities, amounts due to a related party and a loan from a director. 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.

Website Development Costs Website development costs consist of costs incurred to develop internet websites to promote, advertise, and earn revenue with respect to the Company’s business operations. Costs are amortized on a straight line basis over 3 years from when the internet web site has been completed.

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.

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 February 29, 2016 and May 31, 2015.

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.

0 1749 3

NOTE 4 – 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 February 29, 2016. The Company currently has working capital deficit, 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 5 – LICENSE AGREEMENT DEPOSIT On December 29, 2015, the Company entered into an exclusive license agreement with Biomatrix Inc. (“Biomatrix”), a Delaware corporation, pursuant to which the Company obtained the exclusive rights to sell certain proprietary skincare products of Biomatrix by direct to consumer marketing and sales in the territories of China and Europe. In consideration for the marketing, sales and distribution services to be provided by the Company, Biomatrix has agreed to supply product inventory at a rate not less favorable than that provided to any third party. Additionally, Biomatrix has agreed to transfer to the Company 100% equity ownership of Biomatrix Inc. (“Biomatrix Arizona”), an Arizona corporation, which holds all right and title to the product distribution rights acquired. In consideration of transfer of title and rights acquired, the Company issued 2,000,000 restricted shares of common stock to Biomatirx. Upon closing of the transaction, Biomatrix Arizona will become a wholly owned subsidiary of the Company. As of February 29, 2016, the transaction had not closed and the Company has not received ownership of the Biomatrix Arizona equity. The initial term of the exclusive license agreement is 5 years, subject to the Company achieving minimum sales of $250,000 and $500,000 during the first and second years of the agreement, respectively. Thereafter, the term will automatically renew for successive 5 year periods provided that the Company achieve a minimum $500,000 in sales of the licensed products during each calendar year of the term, excluding the first year. On December 16, 2015, the Company issued Biomatrix 2,000,000 shares of the Company’s common stock pursuant to the license agreement. As of February 29, 2016, the shares of Biomatrix Arizona were not received by the Company and the transaction had not closed. Due to the value of Biomatrix Arizona and the Company’s uncertain future revenues generated by the license, the fair value of the 2,000,000 shares issued has been recorded as $nil. 1.00 2000000 5 250000 500000 5 500000 2000000 2000000 0

NOTE 6 – DUE TO RELATED PARTY As of February 29, 2016, the Company was indebted to the Chief Executive Officer of the Company for $5,698 (May 31, 2015 - $nil), for expenses paid on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand.

5698 0

NOTE 7 – LOAN FROM DIRECTOR As of February 29, 2016, the Company owed a director of the Company $8,891 (May 31, 2015 - $8,891) related to a loan to the Company for business operations. The loan is unsecured, non-interest bearing and due on demand.

8891 8891

NOTE 8 – COMMON STOCK The Company has 525,000,000, $0.001 par value shares of common stock authorized. On September 11, 2015, the Company issued 20,000 shares of stock at $0.30 per share for cash proceeds of $6,000. On December 16, 2015, the Company issued 2,000,000 restricted shares to Biomatrix, Inc. with a fair value of $nil pursuant to the license agreement referred to Note 5. On December 16, 2015, the Company issued 15,500 shares of stock at $0.30 per share for cash proceeds of $4,650. On January 20, 2016, the Company issued 8,333 shares of stock at $0.30 per share for cash proceeds of $2,500. There were 31,943,833 shares of common stock issued and outstanding as of February 29, 2016.

525000000 0.001 20000 0.30 6000 2000000 0 15500 0.30 4650 8333 0.30 2500 31943833

NOTE 9 – WARRANTS The following table summarizes the continuity of share purchase warrants: <table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%"> <tr valign="top"> <td align="left"> </td> <td align="left" width="1%"> </td> <td align="center" nowrap="nowrap" width="17%"> </td> <td align="center" nowrap="nowrap" width="2%"> </td> <td align="center" nowrap="nowrap" width="1%"> </td> <td align="center" nowrap="nowrap" width="17%">Weighted</td> <td align="left" width="2%"> </td> </tr> <tr valign="top"> <td align="left"> </td> <td align="left" width="1%"> </td> <td align="center" nowrap="nowrap" width="17%"> </td> <td align="center" nowrap="nowrap" width="2%"> </td> <td align="center" nowrap="nowrap" width="1%"> </td> <td align="center" nowrap="nowrap" width="17%">Average</td> <td align="left" width="2%"> </td> </tr> <tr valign="top"> <td align="left"> </td> <td align="left" width="1%"> </td> <td align="center" nowrap="nowrap" width="17%">Number of</td> <td align="center" nowrap="nowrap" width="2%"> </td> <td align="center" nowrap="nowrap" width="1%"> </td> <td align="center" nowrap="nowrap" width="17%">Exercise Price</td> <td align="left" width="2%"> </td> </tr> <tr valign="top"> <td align="left" style="BORDER-BOTTOM: #000000 1px solid"> </td> <td align="left" style="BORDER-BOTTOM: #000000 1px solid" width="1%"> </td> <td align="center" nowrap="nowrap" style="BORDER-BOTTOM: #000000 1px solid" width="17%">Warrants</td> <td align="center" nowrap="nowrap" style="BORDER-BOTTOM: #000000 1px solid" width="2%"> </td> <td align="center" nowrap="nowrap" style="BORDER-BOTTOM: #000000 1px solid" width="1%"> </td> <td align="center" nowrap="nowrap" style="BORDER-BOTTOM: #000000 1px solid" width="17%">$</td> <td align="left" style="BORDER-BOTTOM: #000000 1px solid" width="2%"> </td> </tr> <tr> <td> </td> <td width="1%"> </td> <td width="17%"> </td> <td width="2%"> </td> <td width="1%"> </td> <td width="17%"> </td> <td width="2%"> </td> </tr> <tr valign="top"> <td align="left" bgcolor="#e6efff">Balance, May 31, 2014</td> <td align="left" bgcolor="#e6efff" width="1%"> </td> <td align="right" bgcolor="#e6efff" width="17%"> – </td> <td align="left" bgcolor="#e6efff" width="2%"> </td> <td align="left" bgcolor="#e6efff" width="1%"> </td> <td align="right" bgcolor="#e6efff" width="17%"> – </td> <td align="left" bgcolor="#e6efff" width="2%"> </td> </tr> <tr valign="top"> <td align="left" style="BORDER-BOTTOM: #000000 1px solid">Issued</td> <td align="left" style="BORDER-BOTTOM: #000000 1px solid" width="1%"> </td> <td align="right" style="BORDER-BOTTOM: #000000 1px solid" width="17%"> 150,000 </td> <td align="left" style="BORDER-BOTTOM: #000000 1px solid" width="2%"> </td> <td align="left" style="BORDER-BOTTOM: #000000 1px solid" width="1%"> </td> <td align="right" style="BORDER-BOTTOM: #000000 1px solid" width="17%"> 0.50 </td> <td align="left" style="BORDER-BOTTOM: #000000 1px solid" width="2%"> </td> </tr> <tr valign="top"> <td align="left" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 3px double">Balance, May 31, 2015 and February 29, 2016</td> <td align="left" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 3px double" width="1%"> </td> <td align="right" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 3px double" width="17%"> 150,000 </td> <td align="left" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 3px double" width="2%"> </td> <td align="left" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 3px double" width="1%"> </td> <td align="right" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 3px double" width="17%"> 0.50 </td> <td align="left" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 3px double" width="2%"> </td> </tr> </table> As at February 29, 2016, the following share purchase warrants were outstanding: <table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%"> <tr valign="top"> <td align="left"> </td> <td align="left" nowrap="nowrap" width="25%">Exercise</td> <td align="left" nowrap="nowrap" width="25%"> </td> <td align="left" nowrap="nowrap" width="25%"> </td> </tr> <tr valign="top"> <td align="left"> </td> <td align="left" nowrap="nowrap" width="25%">Price</td> <td align="left" nowrap="nowrap" width="25%"> </td> <td align="left" nowrap="nowrap" width="25%">Weighted Average</td> </tr> <tr valign="top"> <td align="left" style="BORDER-BOTTOM: #000000 1px solid">Number of Warrants</td> <td align="left" nowrap="nowrap" style="BORDER-BOTTOM: #000000 1px solid" width="25%">$</td> <td align="left" nowrap="nowrap" style="BORDER-BOTTOM: #000000 1px solid" width="25%">Expiry Date</td> <td align="left" nowrap="nowrap" style="BORDER-BOTTOM: #000000 1px solid" width="25%">Remaining Life (years)</td> </tr> <tr valign="top"> <td align="left" bgcolor="#e6efff"> 50,000 </td> <td align="left" bgcolor="#e6efff" width="25%"> 0.50 </td> <td align="left" bgcolor="#e6efff" width="25%">September 17, 2017</td> <td align="left" bgcolor="#e6efff" width="25%"> 1.55 </td> </tr> <tr valign="top"> <td align="left" style="BORDER-BOTTOM: #000000 1px solid"> 100,000 </td> <td align="left" style="BORDER-BOTTOM: #000000 1px solid" width="25%"> 0.50 </td> <td align="left" style="BORDER-BOTTOM: #000000 1px solid" width="25%">September 18, 2017</td> <td align="left" style="BORDER-BOTTOM: #000000 1px solid" width="25%"> 1.55 </td> </tr> <tr> <td bgcolor="#e6efff"> </td> <td bgcolor="#e6efff" width="25%"> </td> <td bgcolor="#e6efff" width="25%"> </td> <td bgcolor="#e6efff" width="25%"> </td> </tr> <tr valign="top"> <td align="left" style="BORDER-BOTTOM: #000000 3px double"> 150,000 </td> <td align="left" style="BORDER-BOTTOM: #000000 3px double" width="25%"> </td> <td align="left" style="BORDER-BOTTOM: #000000 3px double" width="25%"> </td> <td align="left" style="BORDER-BOTTOM: #000000 3px double" width="25%"> 1.55 </td> </tr> </table>

<table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%"> <tr valign="top"> <td align="left"> </td> <td align="left" width="1%"> </td> <td align="center" nowrap="nowrap" width="17%"> </td> <td align="center" nowrap="nowrap" width="2%"> </td> <td align="center" nowrap="nowrap" width="1%"> </td> <td align="center" nowrap="nowrap" width="17%">Weighted</td> <td align="left" width="2%"> </td> </tr> <tr valign="top"> <td align="left"> </td> <td align="left" width="1%"> </td> <td align="center" nowrap="nowrap" width="17%"> </td> <td align="center" nowrap="nowrap" width="2%"> </td> <td align="center" nowrap="nowrap" width="1%"> </td> <td align="center" nowrap="nowrap" width="17%">Average</td> <td align="left" width="2%"> </td> </tr> <tr valign="top"> <td align="left"> </td> <td align="left" width="1%"> </td> <td align="center" nowrap="nowrap" width="17%">Number of</td> <td align="center" nowrap="nowrap" width="2%"> </td> <td align="center" nowrap="nowrap" width="1%"> </td> <td align="center" nowrap="nowrap" width="17%">Exercise Price</td> <td align="left" width="2%"> </td> </tr> <tr valign="top"> <td align="left" style="BORDER-BOTTOM: #000000 1px solid"> </td> <td align="left" style="BORDER-BOTTOM: #000000 1px solid" width="1%"> </td> <td align="center" nowrap="nowrap" style="BORDER-BOTTOM: #000000 1px solid" width="17%">Warrants</td> <td align="center" nowrap="nowrap" style="BORDER-BOTTOM: #000000 1px solid" width="2%"> </td> <td align="center" nowrap="nowrap" style="BORDER-BOTTOM: #000000 1px solid" width="1%"> </td> <td align="center" nowrap="nowrap" style="BORDER-BOTTOM: #000000 1px solid" width="17%">$</td> <td align="left" style="BORDER-BOTTOM: #000000 1px solid" width="2%"> </td> </tr> <tr> <td> </td> <td width="1%"> </td> <td width="17%"> </td> <td width="2%"> </td> <td width="1%"> </td> <td width="17%"> </td> <td width="2%"> </td> </tr> <tr valign="top"> <td align="left" bgcolor="#e6efff">Balance, May 31, 2014</td> <td align="left" bgcolor="#e6efff" width="1%"> </td> <td align="right" bgcolor="#e6efff" width="17%"> – </td> <td align="left" bgcolor="#e6efff" width="2%"> </td> <td align="left" bgcolor="#e6efff" width="1%"> </td> <td align="right" bgcolor="#e6efff" width="17%"> – </td> <td align="left" bgcolor="#e6efff" width="2%"> </td> </tr> <tr valign="top"> <td align="left" style="BORDER-BOTTOM: #000000 1px solid">Issued</td> <td align="left" style="BORDER-BOTTOM: #000000 1px solid" width="1%"> </td> <td align="right" style="BORDER-BOTTOM: #000000 1px solid" width="17%"> 150,000 </td> <td align="left" style="BORDER-BOTTOM: #000000 1px solid" width="2%"> </td> <td align="left" style="BORDER-BOTTOM: #000000 1px solid" width="1%"> </td> <td align="right" style="BORDER-BOTTOM: #000000 1px solid" width="17%"> 0.50 </td> <td align="left" style="BORDER-BOTTOM: #000000 1px solid" width="2%"> </td> </tr> <tr valign="top"> <td align="left" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 3px double">Balance, May 31, 2015 and February 29, 2016</td> <td align="left" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 3px double" width="1%"> </td> <td align="right" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 3px double" width="17%"> 150,000 </td> <td align="left" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 3px double" width="2%"> </td> <td align="left" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 3px double" width="1%"> </td> <td align="right" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 3px double" width="17%"> 0.50 </td> <td align="left" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 3px double" width="2%"> </td> </tr> </table> 0 0 150000 0.50 150000 0.50

50000 0.50 1.55 100000 0.50 1.55 150000 1.55

NOTE 10 – 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 11 – SUBSEQUENT EVENTS In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to February 29, 2016 to the date these financial statements were issued.

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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Feb. 29, 2016	May. 17, 2016
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Feb. 29, 2016
Trading Symbol	beut
Entity Registrant Name	Science to Consumers, Inc.
Entity Central Index Key	0001583671
Current Fiscal Year End Date	--05-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		31,920,000
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well Known Seasoned Issuer	No
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3

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CONDENSED BALANCE SHEETS - USD ($)	Feb. 29, 2016	May. 31, 2015
Current Assets
Cash and cash equivalents	$ 0	$ 1,749
Total Current Assets	0	1,749
Website development costs	9,871	0
Total Assets	9,871	1,749
Current Liabilities
Accounts payable	24,304	0
Due to related party	5,698	0
Loan from director	8,891	8,891
Total Liabilities	38,893	8,891
Stockholders' Deficit
Common stock, par value $0.001; 525,000,000 shares authorized, 31,943,833 shares (May 31, 2015 - 29,900,000 shares) issued and outstanding;	31,944	29,900
Additional paid in capital	72,206	61,100
Accumulated deficit	(133,172)	(98,142)
Total Stockholders' Deficit	(29,022)	(7,142)
Total Liabilities and Stockholders' Deficit	$ 9,871	$ 1,749

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CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Feb. 29, 2016	May. 31, 2015
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	525,000,000	525,000,000
Common Stock, Shares Issued	31,943,833	29,900,000
Common Stock, Shares Outstanding	31,943,833	29,900,000

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CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Feb. 29, 2016	Feb. 28, 2015	Feb. 29, 2016	Feb. 28, 2015
REVENUES	$ 0	$ 0	$ 0	$ 0
OPERATING EXPENSES
Advertising and Promotion	0	0	0	15
Amortization Expense	291	0	581	0
Bank Service Charges	0	48	0	169
Professional Fees	18,501	11,866	34,449	40,856
TOTAL OPERATING EXPENSES	18,792	11,914	35,030	41,040
NET LOSS FROM OPERATIONS	(18,792)	(11,914)	(35,030)	(41,040)
PROVISION FOR INCOME TAXES	0	0	0	0
NET LOSS	$ (18,792)	$ (11,914)	$ (35,030)	$ (41,040)
NET LOSS PER SHARE: BASIC AND DILUTED	$ 0.00	$ 0.00	$ 0.00	$ 0.00
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED	31,568,000	29,900,000	30,465,000	29,900,000

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CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Feb. 29, 2016	Feb. 28, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$ (35,030)	$ (41,040)
Adjustments to reconcile net loss:
Amortization	581	0
Changes in assets and liabilities:
Accounts payable and accrued liabilities	13,852	0
CASH FLOWS USED IN OPERATING ACTIVITIES	(20,597)	(41,040)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party	5,698	0
Loans from director	0	674
Proceeds from sale of common stock	13,150	45,000
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	18,848	45,674
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(1,749)	4,634
Cash and cash equivalents, beginning of period	1,749	5,171
Cash and cash equivalents, end of period	0	9,805
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	0	0
Income taxes paid	$ 0	$ 0

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ORGANIZATION AND NATURE OF BUSINESS

9 Months Ended

Feb. 29, 2016

ORGANIZATION AND NATURE OF BUSINESS [Text Block]

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

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CONDENSED FINANCIAL STATEMENTS

9 Months Ended

Feb. 29, 2016

CONDENSED FINANCIAL STATEMENTS [Text Block]

NOTE 2 – CONDENSED FINANCIAL STATEMENTS

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Feb. 29, 2016

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Text Block]

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

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

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GOING CONCERN

9 Months Ended

Feb. 29, 2016

GOING CONCERN [Text Block]

NOTE 4 – GOING CONCERN

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LICENSE AGREEMENT DEPOSIT

9 Months Ended

Feb. 29, 2016

LICENSE AGREEMENT DEPOSIT [Text Block]

NOTE 5 – LICENSE AGREEMENT DEPOSIT

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DUE TO RELATED PARTY

9 Months Ended

Feb. 29, 2016

DUE TO RELATED PARTY [Text Block]

NOTE 6 – DUE TO RELATED PARTY

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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XML 23 R12.htm IDEA: XBRL DOCUMENT

LOAN FROM DIRECTOR

9 Months Ended

Feb. 29, 2016

LOAN FROM DIRECTOR [Text Block]

NOTE 7 – LOAN FROM DIRECTOR

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COMMON STOCK

9 Months Ended

Feb. 29, 2016

COMMON STOCK [Text Block]

NOTE 8 – COMMON STOCK

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

On September 11, 2015, the Company issued 20,000 shares of stock at $0.30 per share for cash proceeds of $6,000.

On December 16, 2015, the Company issued 2,000,000 restricted shares to Biomatrix, Inc. with a fair value of $nil pursuant to the license agreement referred to Note 5.

On December 16, 2015, the Company issued 15,500 shares of stock at $0.30 per share for cash proceeds of $4,650.

On January 20, 2016, the Company issued 8,333 shares of stock at $0.30 per share for cash proceeds of $2,500.

There were 31,943,833 shares of common stock issued and outstanding as of February 29, 2016.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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-Name Accounting Standards Codification
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+ Details

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WARRANTS

9 Months Ended

Feb. 29, 2016

WARRANTS [Text Block]

NOTE 9 – WARRANTS

The following table summarizes the continuity of share purchase warrants:

		Weighted
		Average
	Number of	Exercise Price
	Warrants	$

Balance, May 31, 2014	–	–
Issued	150,000	0.50
Balance, May 31, 2015 and February 29, 2016	150,000	0.50

As at February 29, 2016, the following share purchase warrants were outstanding:

	Exercise
	Price		Weighted Average
Number of Warrants	$	Expiry Date	Remaining Life (years)
50,000	0.50	September 17, 2017	1.55
100,000	0.50	September 18, 2017	1.55

150,000			1.55

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Feb. 29, 2016

COMMITMENTS AND CONTINGENCIES [Text Block]

NOTE 10 – COMMITMENTS AND CONTINGENCIES

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SUBSEQUENT EVENTS

9 Months Ended

Feb. 29, 2016

SUBSEQUENT EVENTS [Text Block]

NOTE 11 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to February 29, 2016 to the date these financial statements were issued.

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Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Feb. 29, 2016
Basis of Presentation [Policy Text Block]	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 [Policy Text Block]	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 [Policy Text Block]	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 $nil of cash as of February 29, 2016 and $1,749 of cash as of May 31, 2015.
Fair Value of Financial Instruments [Policy Text Block]	Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities, amounts due to a related party and a loan from a director. 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.
Website Development Costs [Policy Text Block]	Website Development Costs Website development costs consist of costs incurred to develop internet websites to promote, advertise, and earn revenue with respect to the Company’s business operations. Costs are amortized on a straight line basis over 3 years from when the internet web site has been completed.
Income Taxes [Policy Text Block]	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 [Policy Text Block]	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 [Policy Text Block]	Revenue Recognition The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Stock-Based Compensation [Policy Text Block]	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.
Basic Income (Loss) Per Share [Policy Text Block]	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 February 29, 2016 and May 31, 2015.
Comprehensive Income [Policy Text Block]	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.

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WARRANTS (Tables)

9 Months Ended

Feb. 29, 2016

Schedule of Share Purchase Warrants, Activity [Table Text Block]

		Weighted
		Average
	Number of	Exercise Price
	Warrants	$

Balance, May 31, 2014	–	–
Issued	150,000	0.50
Balance, May 31, 2015 and February 29, 2016	150,000	0.50

Schedule of Purchase Warrants Outstanding [Table Text Block]

	Exercise
	Price		Weighted Average
Number of Warrants	$	Expiry Date	Remaining Life (years)
50,000	0.50	September 17, 2017	1.55
100,000	0.50	September 18, 2017	1.55

150,000			1.55

- Definition

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

+ References + Details

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details)	9 Months Ended
	Feb. 29, 2016 USD ($) yr
Summary Of Significant Accounting Policies 1	$ 0
Summary Of Significant Accounting Policies 2	$ 1,749
Summary Of Significant Accounting Policies 3 \| yr	3

XML 31 R20.htm IDEA: XBRL DOCUMENT

LICENSE AGREEMENT DEPOSIT (Narrative) (Details)	9 Months Ended
LICENSE AGREEMENT DEPOSIT (Narrative) (Details)	Feb. 29, 2016 USD ($) yr shares
License Agreement Deposit 1	100.00%
License Agreement Deposit 2 \| shares	2,000,000
License Agreement Deposit 3 \| yr	5
License Agreement Deposit 4	$ 250,000
License Agreement Deposit 5	$ 500,000
License Agreement Deposit 6 \| yr	5
License Agreement Deposit 7	$ 500,000
License Agreement Deposit 8 \| shares	2,000,000
License Agreement Deposit 9 \| shares	2,000,000
License Agreement Deposit 10	$ 0

XML 32 R21.htm IDEA: XBRL DOCUMENT

DUE TO RELATED PARTY (Narrative) (Details)	9 Months Ended
DUE TO RELATED PARTY (Narrative) (Details)	Feb. 29, 2016 USD ($)
Due To Related Party 1	$ 5,698
Due To Related Party 2	$ 0

XML 33 R22.htm IDEA: XBRL DOCUMENT

LOAN FROM DIRECTOR (Narrative) (Details)	9 Months Ended
LOAN FROM DIRECTOR (Narrative) (Details)	Feb. 29, 2016 USD ($)
Loan From Director 1	$ 8,891
Loan From Director 2	$ 8,891

XML 34 R23.htm IDEA: XBRL DOCUMENT

COMMON STOCK (Narrative) (Details)	9 Months Ended
COMMON STOCK (Narrative) (Details)	Feb. 29, 2016 USD ($) $ / shares shares
Common Stock 1	525,000,000
Common Stock 2 \| $	$ 0.001
Common Stock 3 \| shares	20,000
Common Stock 4 \| $ / shares	$ 0.30
Common Stock 5 \| $	$ 6,000
Common Stock 6 \| shares	2,000,000
Common Stock 7 \| $	$ 0
Common Stock 8 \| shares	15,500
Common Stock 9 \| $ / shares	$ 0.30
Common Stock 10 \| $	$ 4,650
Common Stock 11 \| shares	8,333
Common Stock 12 \| $ / shares	$ 0.30
Common Stock 13 \| $	$ 2,500
Common Stock 14 \| shares	31,943,833

XML 35 R24.htm IDEA: XBRL DOCUMENT

Schedule of Share Purchase Warrants, Activity (Details)	9 Months Ended
Schedule of Share Purchase Warrants, Activity (Details)	Feb. 29, 2016 USD ($)
Warrants Schedule Of Share Purchase Warrants, Activity 1	$ 0
Warrants Schedule Of Share Purchase Warrants, Activity 2	0
Warrants Schedule Of Share Purchase Warrants, Activity 3	$ 150,000
Warrants Schedule Of Share Purchase Warrants, Activity 4	0.50
Warrants Schedule Of Share Purchase Warrants, Activity 5	$ 150,000
Warrants Schedule Of Share Purchase Warrants, Activity 6	0.50

XML 36 R25.htm IDEA: XBRL DOCUMENT

Schedule of Purchase Warrants Outstanding (Details)	9 Months Ended
Schedule of Purchase Warrants Outstanding (Details)	Feb. 29, 2016 USD ($)
Warrants Schedule Of Purchase Warrants Outstanding 1	$ 50,000
Warrants Schedule Of Purchase Warrants Outstanding 2	0.50
Warrants Schedule Of Purchase Warrants Outstanding 3	1.55
Warrants Schedule Of Purchase Warrants Outstanding 4	$ 100,000
Warrants Schedule Of Purchase Warrants Outstanding 5	0.50
Warrants Schedule Of Purchase Warrants Outstanding 6	1.55
Warrants Schedule Of Purchase Warrants Outstanding 7	$ 150,000
Warrants Schedule Of Purchase Warrants Outstanding 8	1.55