UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended December 31, 2015 |
Or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from _______________________to___________________________ |
Commission File Number: 333-191175
Knowledge
Machine International, Inc.
(Exact name of registrant as specified in
its charter)
Nevada |
90-0925768 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
14 Hayward Brook Drive, Concord, NH |
03301 |
(Address of principal executive offices) |
(Zip Code) |
(603) 717 - 6279
(Registrant’s telephone number, including
area code)
Indicate by check mark whether the registrant
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).
Yes
☒ No ☐
Indicate by check mark whether the registrant
has been subject to such filing requirements for the past 90 days.
Yes ☐
No x
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).
Yes
☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐
No ☒
The number of shares outstanding of the registrant’s common
stock on February 16, 2016, was 47,625,000.
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 Operations |
11 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
13 |
Item 4. Controls and Procedures |
14 |
PART II—OTHER INFORMATION |
15 |
Item 1A. Risk Factors |
15 |
Item 6. Exhibits |
15 |
SIGNATURES |
16 |
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Knowledge
Machine International, Inc.
Consolidated
Balance Sheets
December 31, 2015 and June 30, 2015
(Unaudited)
| |
December 31, 2015 | | |
June 30, 2015 | |
| |
| | |
| |
ASSETS | |
| | | |
| | |
Current Assets | |
| | | |
| | |
Cash | |
$ | 1,829 | | |
$ | 50,744 | |
Prepaid Expenses | |
| 5,494 | | |
| 9,119 | |
Total Current Assets | |
| 7,323 | | |
| 59,863 | |
| |
| | | |
| | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 7,323 | | |
$ | 59,863 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts Payable | |
$ | 23,105 | | |
$ | 8,274 | |
Accounts Payable - Related Party | |
| 110,500 | | |
| 57,000 | |
Total Current Liabilities | |
| 133,605 | | |
| 65,274 | |
| |
| | | |
| | |
TOTAL LIABILITIES | |
| 133,605 | | |
| 65,274 | |
| |
| | | |
| | |
Stockholders' Equity (Deficit) | |
| | | |
| | |
Preferred Stock, $0.001 par; 1,000,000 shares authorized;
None issued and outstanding | |
| – | | |
| – | |
Common Stock, $0.001 par; 200,000,000
shares authorized;
47,625,000 issued and 43,290,666 outstanding at December 31, 2015,
47,625,000 issued and 43,040,666 outstanding at June 30, 2015 | |
| 47,625 | | |
| 47,625 | |
Additional Paid-In Capital | |
| 512,125 | | |
| 512,125 | |
Retained Earnings (Deficit) | |
| (686,032 | ) | |
| (565,161 | ) |
Total Stockholders' Equity (Deficit) | |
| (126,282 | ) | |
| (5,411 | ) |
| |
| | | |
| | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |
$ | 7,323 | | |
$ | 59,863 | |
Knowledge
Machine International, Inc.
Consolidated
Statements of Operations
Three and Six Months Ended December 31, 2015 and 2014
(Unaudited)
| |
Three Months Ended December 31, 2015 | | |
Three Months Ended December 31, 2014 | | |
Six Months Ended December 31, 2015 | | |
Six Months Ended December 31, 2014 | |
| |
| | |
| | |
| | |
| |
REVENUE | |
$ | – | | |
$ | – | | |
$ | – | | |
$ | – | |
| |
| | | |
| | | |
| | | |
| | |
EXPENSES | |
| | | |
| | | |
| | | |
| | |
General & Administration | |
| 62,763 | | |
| 93,515 | | |
| 120,875 | | |
| 158,641 | |
Total Expenses | |
| 62,763 | | |
| 93,515 | | |
| 120,875 | | |
| 158,641 | |
| |
| | | |
| | | |
| | | |
| | |
OTHER INCOME (EXPENSE) | |
| | | |
| | | |
| | | |
| | |
Interest Expense | |
| – | | |
| – | | |
| – | | |
| (252 | ) |
Interest Income | |
| – | | |
| 43 | | |
| 4 | | |
| 129 | |
Total Other Income (Expense) | |
| – | | |
| 43 | | |
| 4 | | |
| (123 | ) |
| |
| | | |
| | | |
| | | |
| | |
INCOME (LOSS) BEFORE INCOME TAXES | |
| (62,763 | ) | |
| (93,472 | ) | |
| (120,871 | ) | |
| (158,764 | ) |
| |
| | | |
| | | |
| | | |
| | |
Current Income Tax Expense | |
| – | | |
| – | | |
| – | | |
| – | |
| |
| | | |
| | | |
| | | |
| | |
Deferred Income Tax Expense | |
| – | | |
| – | | |
| – | | |
| – | |
| |
| | | |
| | | |
| | | |
| | |
Net Income (Loss) | |
$ | (62,763 | ) | |
$ | (93,472 | ) | |
$ | (120,871 | ) | |
$ | (158,764 | ) |
| |
| | | |
| | | |
| | | |
| | |
Loss per Common Share - Basic and Diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted Average Number of Shares Outstanding - Basic
and Diluted | |
| 47,625,000 | | |
| 43,375,000 | | |
| 47,625,000 | | |
| 39,802,310 | |
Knowledge
Machine International, Inc.
Consolidated
Statements of Cash Flows
Six Months Ended December 31, 2015 and 2014
(Unaudited)
| |
Six Months Ended | | |
Six Months Ended | |
| |
December 31, 2015 | | |
December 31, 2014 | |
OPERATING ACTIVITIES | |
| | | |
| | |
Net Income (Loss) | |
$ | (120,871 | ) | |
$ | (158,764 | ) |
Adjustments to reconcile Net Income (Loss) to Net Cash (used) provided by operations: | |
| | | |
| | |
Noncash Expenses: | |
| | | |
| | |
Stock Compensation | |
| 250 | | |
| 3,834 | |
Change in assets and liabilities: | |
| | | |
| | |
Decrease in Prepaid Expenses | |
| 3,375 | | |
| – | |
Increase in Accounts Payable | |
| 14,831 | | |
| 8,381 | |
Increase in Accounts Payable - Related Party | |
| 53,500 | | |
| 5,200 | |
(Decrease) in Accrued Interest | |
| – | | |
| (600 | ) |
NET CASH USED BY OPERATING ACTIVITIES | |
| (48,915 | ) | |
| (141,949 | ) |
| |
| | | |
| | |
INVESTING ACTIVITIES | |
| | | |
| | |
Purchase of Licensing Options | |
| – | | |
| (75,000 | ) |
NET CASH USED BY INVESTING ACTIVITIES | |
| – | | |
| (75,000 | ) |
| |
| | | |
| | |
FINANCING ACTIVITIES | |
| | | |
| | |
Repayment of Notes Payable | |
| – | | |
| (75,000 | ) |
Increase in Deferred Stock Offering Costs | |
| – | | |
| (14,919 | ) |
NET CASH USED BY FINANCING ACTIVITIES | |
| – | | |
| (89,919 | ) |
| |
| | | |
| | |
NET CASH DECREASE FOR PERIOD | |
| (48,915 | ) | |
| (306,868 | ) |
| |
| | | |
| | |
CASH AT BEGINNING OF PERIOD | |
| 50,744 | | |
| 461,285 | |
| |
| | | |
| | |
CASH AT END OF PERIOD | |
$ | 1,829 | | |
$ | 154,417 | |
| |
| | | |
| | |
Supplemental Disclosure for Cash Flow Information | |
| | | |
| | |
Cash paid during the period for: | |
| | | |
| | |
Interest | |
$ | – | | |
$ | 852 | |
Income Taxes | |
$ | – | | |
$ | – | |
Supplemental Schedule of Noncash Investing and Financing Activities:
For the six months ended December 31, 2015
250,000
shares previously issued to a Director at $0.001 per share vested during the period.
For the six months ended December 31, 2014
On November 10, 2014, a one for ten forward stock split occurred.
Of
$650,000 in notes payable, $75,000 was repaid and $575,000 was converted to 2,875,000 shares of capital stock.
1,000,000
shares issued to a Director at $0.001 per share. Of these, 250,000 vested during the period and 750,000 are
unvested.
250,000
shares previously issued for Board Services at $0.001 per share were cancelled during the period.
KNOWLEDGE MACHINE INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE 1 – Summary of Significant
Accounting Policies
Nature of Business – Knowledge
Machine International, Inc. is a Nevada corporation (the “Company”), incorporated December 12, 2013.
The Company is a technology company which
intends to focus on new technologies, acquiring licensing rights to those technologies, and marketing its licensed technology.
The Company seeks to create a portfolio of technologies to change the method of technology transfer and technology startups involving
licensing of intellectual property. The Company intends to introduce tools and processes that management believes would remove
various biases, blind spots, and cultural pathologies and make commercialization of technology a more systematic and process-driven
approach. The Company intends to acquire intellectual property and marketing and sales rights to these technologies and then develop
these companies through partnership or joint venture arrangements. Additionally, it is intended that the Company’s Science
Advisory Board will help mitigate technical, marketing, and financial risks of the Company.
In October 2014, the Company entered into
and closed a stock purchase agreement wherein the shareholders of the Company became the controlling shareholders of a public company,
Songbird Development, Inc. The Company has assumed the public reporting obligations of the public company.
Basis of Presentation – The
accompanying financial statements have been prepared by the Company in accordance with Article 8 of U.S. Securities and Exchange
Commission Regulation S-X. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary
to present fairly the financial position, results of operations and cash flows at December 31, 2015 and June 30, 2015 and for the
three and six months ended December 31, 2015 and 2014 have been made. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted.
Management suggests these condensed financial statements be read in conjunction with the June 30, 2015 audited financial statements
and notes thereto. The results of operations for the periods ended December 31, 2015 and 2014 are not necessarily indicative of
the operating results for the full year.
Fair Value of Financial Instruments
- The Company accounts for fair value measurements in accordance with accounting standard ASC 820-10-50, “Fair Value Measurements.”
This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement
and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
Level 1 inputs to the valuation methodology
are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology
include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability,
either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs to valuation methodology
are unobservable and significant to the fair measurement.
The Company’s financial instruments
consist of cash, accounts payable, and notes payable. The carrying amount of cash and accounts payable approximates fair value
because of the short-term nature of these items. The carrying amount of notes payable approximates fair value as the individual
borrowings bear interest at market interest rates and are also short-term in nature.
Income Taxes – The
Company accounts for income taxes in accordance with ASC Topic No. 740, “Accounting for Income Taxes.”
The Company adopted the provisions of ASC
Topic No. 740, “Accounting for Income Taxes,” at the date of inception on December 12, 2013. As a result of the implementation
of ASC Topic No. 740, the Company recognized no increase in the liability for unrecognized tax benefits.
The Company has no tax positions at December
31, 2015 or June 30, 2015 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing
of such deductibility.
The Company recognizes interest accrued
related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the periods ended December
31, 2015 and 2014, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at
December 31, 2015 or June 30, 2015. All tax years starting with 2013 are open for examination.
Stock Based Compensation –
The Company recognizes compensation costs to employees under ASC Topic No. 718, “Compensation – Stock Compensation.”
Under ASC Topic No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based
on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required
to provide services. Share based compensation arrangements include stock options, restricted share plans, performance based awards,
share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their
fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.
Equity instruments issued to other than
employees are recorded on the basis of the fair value of the instruments, as required by ASC Topic No. 505, “Equity Based
Payments to Non-Employees.” In general, the measurement date is when either (a) a performance commitment, as defined, is
reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value
related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined
in the FASB Accounting Standards Codification.
Loss Per Share – The computation
of loss per share is based on the weighted average number of shares outstanding during the period in accordance with ASC Topic
No. 260, “Earnings Per Share.”
Long-Lived and Intangible Assets –
Long-lived assets and certain identifiable definite life intangibles to be held and used by the Company are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company continuously
evaluates the recoverability of its long-lived assets based on estimated future cash flows and the estimated liquidation value
of such long-lived assets, and provides for impairment if such undiscounted cash flows are insufficient to recover the carrying
amount of the long-lived assets. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss
is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values,
discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of
carrying value or estimated net realizable value.
Recently Enacted Accounting Standards
– The FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source
of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial
statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive
releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also
sources of GAAP for SEC registrants.
Recent Accounting Standards Updates (“ASU”)
through ASU No. 2015-01 contain technical corrections to existing guidance or affect guidance to specialized industries. These
updates have no current applicability to the Company or their effect on the financial statements would not have been significant.
The Company has early adopted the provisions of ASU No. 2014-10 “Development Stage Entities” which generally removes
the requirements for added disclosures about development stage activities.
Cash Equivalents - The Company considers
all highly liquid investments with an original maturity of three months or less at date of purchase to be cash equivalents.
Concentration of Credit Risk –
The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has
not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.
Cost Method Investments –
These are investments in equity securities having no readily determinable fair value (i.e. the shares are not publicly traded),
and where the equity method (i.e. 20% or greater ownership) or consolidation method (i.e. greater than 50% ownership or if the
Company has significant influence over the operating and financial policies of the investee company) do not apply.
These long-term investments are carried
at cost until disposed of or until written down due to impairment. Impairment is tested annually at the individual security level
(or more often if an event or changes in circumstances has occurred that may have a significant adverse effect on the fair value
of the investment). An investment is deemed impaired when its fair value is less than its book carrying value. During the periods
ended December 31, 2015 and 2014, no impairment losses were recorded.
Accounting Estimates - The preparation
of financial statements in conformity with generally accepted accounting principles in the United States requires management to
make estimates and assumptions that affect certain reported amounts of assets and liabilities, the disclosures of contingent assets
and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimated by management.
Deferred Stock Offering Costs –
Costs related to proposed stock offerings are deferred and will be offset against the proceeds of the offering in additional paid
in capital. In the event a stock offering is unsuccessful, the costs related to the offering will be written off directly to expense.
Reclassification – Certain
prior year amounts have been reclassified for consistency with the current period presentation. The Company has concluded that
it was appropriate to classify Deferred Compensation, representing unvested stock issued to management and consultants, as a Prepaid
Expense rather than Equity. Accordingly, the Company has revised the classification to report Deferred Compensation under the Current
Asset Prepaid Expenses captain on the Consolidated Balance Sheets. This change in classification does not affect the previously
reported Consolidated Statements of Operations or Cash Flows.
NOTE 2 – Going Concern
The Company was only recently formed and
has not yet achieved profitable operations. The ability of the Company to continue as a going concern is dependent on expanding
income opportunities. Management anticipates that future contracts will allow the Company to achieve profitable operations. There
is no assurance that the Company will be successful in raising additional capital or in achieving profitable operations. The financial
statements do not include any adjustments that might result from the outcome of these uncertainties.
NOTE 3 – Other Assets
Allotrope Sciences
Corporation
In June 2014, the Company entered into
a Stock Purchase Agreement with Allotrope Sciences Corporation, a Delaware corporation controlled by the Company’s President
and CEO, to purchase 12% of the total number of shares of Allotrope’s common stock for $150,000. Three payment installments
of $50,000 each were due within 10, 30 and 90 business days of the signing of the agreement on June 23, 2014, on which dates 4%
increments of Allotrope’s common stock were deliverable to the Company. The first payment of $50,000 was made and 4% of Allotrope
stock was delivered to the Company prior to June 30, 2014. The payment was initially recorded as a cost-method investment and impaired
to $0 at June 30, 2014. The two remaining payments totaling $100,000 were never made and corresponding stock never issued, and
on October 14, 2014, the Company and Allotrope rescinded the original agreement. The companies are in the process of renegotiating
the transaction, with the intent that the $50,000 would be used towards future joint venture activities.
Score Technologies, Inc.
On July 8, 2014, the Company and Score
Technologies, Inc. entered into a Subscription Agreement for the purchase of 100,000 shares of common stock of Score (the “Shares”)
by the Company for the sum of $50,000. The Company paid the $50,000, but never received the Shares. On August 4, 2014, the Company
and Score entered into a Rescission Agreement whereby all transactions contemplated by the Option Agreement, as disclosed below,
were rescinded. The parties also agreed that Score would retain the $50,000 payment made by the Company pursuant to the Option
Agreement and apply the payment to the first payment required to be made by the Company to Score in connection with the first license
agreement between the parties. In addition, the parties agreed that if a license agreement was not entered into by February 15,
2015, Score would be required to repay to the Company the $50,000 payment, in cash, by no later than February 18, 2015. At June
30 2015, the Company determined to terminate their dealings with Score due to Score’s nonperformance, and impaired the deposit
to $0. As of December 31, 2015, the cash had not been returned.
On July 2, 2014, the Company entered into
an Option Agreement with Score wherein the Company paid a total of $25,000 for the option of entering into a license agreement.
On January 6, 2015, the Company notified Score that it is terminating the exclusive option to enter into a license agreement for
India and demanding return of the $25,000 paid to Score. The termination of the option was based upon Score’s failure to
produce to the Company the consumer marketable SCOREISPAPP referred to in the agreements. At June 30, 2015, the Company impaired
the deposit to $0, and at December 31, 2015, the $25,000 had not been returned.
Prepaid Expenses
Prepaid expenses consist of $4,334 in deferred
stock compensation (NOTE 4) that vests according to underlying contracts, and $1,160 in prepaid insurance that is amortized ratably
over the term of January 20, 2015 through January 20, 2016.
NOTE 4 – Stockholders’ Equity
Common Stock
The Company has authorized 200,000,000
shares of common stock, $.001 par value.
In February, March and April 2014, the
Company issued 22,500,000 shares to officers and investors for cash of $22,500, or $0.001 per share.
On April 22, 2014, the Company issued 11,500,000
shares of the Company’s common stock to the Company’s Science Advisory Board members as noncash compensation for services
to be rendered valued at $11,500 or $0.001 per share. Of these shares, 3,831,999 (valued at $3,832) vested during the period ended
June 30, 2014 and 7,668,001 (valued at $7,668) remained unvested and were reflected as prepaid expenses as of June 30, 2014. On
August 13, 2014, 250,000 shares previously issued to a Science Advisory Board member were cancelled, 83,000 of which had previously
vested and 167,000 were unvested. The shares were valued at $0.001, or $250. An additional 3,666,667 shares (valued at $3,667)
vested during the three months ended September 30, 2014 and 3,834,334 (valued at $3,834) remain unvested and are reflected as prepaid
expenses as of December 31, 2015.
On July 29, 2014, $575,000 of convertible
notes payable were extinguished via issuance of 2,875,000 shares of common stock at a rate of $0.20 per share. The shares were
recorded at $0.001, or $2,875. The balance of $572,125 was recorded as additional paid in capital.
On August 25, 2014, the Company issued
1,000,000 shares of common stock to a Director. The shares were valued at $0.001, or $1,000. Of these shares, 250,000 (valued at
$250) vested during the quarter ended September 30, 2014 and another 250,000 (valued at $250) vested during the quarter ended September
30, 2015. 500,000 (valued at $500) remain unvested. 250,000 shares will vest each year on August 25 in 2016 and 2017 as long as
the individual remains as a Director of the Company. The unvested shares are reflected as prepaid expenses at December 31, 2015.
On October 22, 2014, the Company issued
1,000,000 shares of common stock as part of a reorganization of the Company.
On November 10, 2014, a ten-for-one forward
stock split occurred on 1,000,000 shares of Songbird Development, Inc. acquired in the reverse merger and reorganization (see NOTE
1), resulting in an additional 9,000,000 shares being issued. The split has been retroactively applied to all periods presented
and does not effect any of the stock issuances described above.
Deferred Compensation
During the period ended June 30, 2014,
11,500,000 shares of common stock were issued to the Company’s Science Advisory Board members at $0.001 per share. The unvested
portion of the shares at June 30, 2014 (7,668,001 unvested shares) increased prepaid expenses by $7,668. During the three months
ended September 30, 2014, 167,000 of the unvested shares were cancelled, and an additional 3,666,667 shares vested. The unvested
number of shares at December 31, 2015 is 3,834,334, representing prepaid expenses of $3,834.
During the three months ended September
30, 2014, 1,000,000 shares of common stock were issued to a Director at $0.001 per share. The unvested portion of the shares at
December 31, 2015 (500,000 unvested shares) increased prepaid expenses by $500.
As of December 31, 2015, the balance of
unvested compensation cost expected to be recognized is $4,334 and is recorded as a prepaid expense on the Consolidated Balance
Sheets. The unvested compensation is expected to be recognized over the weighted average period of approximately two years (through
August 25, 2017).
Preferred Stock
The Company is authorized to issue 1,000,000
shares of preferred stock, $0.001 par value. There were none issued and outstanding at December 31, 2015.
NOTE 5 – Loss Per Share
The following data show the amounts used
in computing loss per share and the effect on income and the weighted average number of shares of dilutive potential common stock
for the periods ending December 31, 2015 and 2014:
| |
Three Months | | |
Three Months | | |
Six Months | | |
Six Months | |
| |
Ended | | |
Ended | | |
Ended | | |
Ended | |
| |
12-31-15 | | |
12-31-14 | | |
12-31-15 | | |
12-31-14 | |
Loss from continuing operations available to common
stockholders (numerator) | |
$ | (62,763 | ) | |
$ | (93,472 | ) | |
$ | (120,871 | ) | |
$ | (158,764 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average number of
common shares outstanding used in loss per share during the period (denominator) | |
| 47,625,000 | | |
| 43,375,000 | | |
| 47,625,000 | | |
| 39,802,310 | |
Dilutive loss per share was not presented
as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per
share or its effect is anti-dilutive.
NOTE 6 – Subsequent Events
The Company has evaluated subsequent events
from the balance sheet date through the date the financial statements were issued and determined there are no items to disclose.
NOTE 7 - Related Party Transactions
In
January 2014, the Company entered into a consulting agreement with Northern New Hampshire Technical Associates, a company owned
and controlled by the Company’s President/CEO, under which the President/CEO performs services for the Company as an officer,
director, and Science Advisory Board member for $6,000 per month plus travel and expense reimbursement. This contract was renewed
August 1, 2014 for a one-year period with a one-year automatic extension. Also in January 2014, the Company entered into a consulting
agreement with Zephyr Equities (“ZE”), a company owned and operated by a significant shareholder and former director
of the Company, under which ZE manages corporate organizational matters and day-to-day operations of the Company for $3,500 per
month plus travel and expense reimbursements. This contract was renewed September 1, 2014 for a one-year period with a one-year
automatic extension.
The
Company incurred a total expense of $61,125 with these consultants and made repayments of $7,625 during the six months ended December
31, 2015 (net increase of $53,500) and incurred a total expense of $64,625 with these consultants and made repayments of $59,425
during the six months ended December 31, 2014 (net increase of $5,200). Of the expenses incurred, $110,500 and $57,000 were outstanding
at December 31, 2015 and June 30, 2015, respectively.
Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis
of Financial Condition and Results of Operations analyzes the major elements of our balance sheets and statements of income. This
section should be read in conjunction with our Annual Report on Form 10-K for the year ended June 30, 2015, and our interim financial
statements and accompanying notes to these financial statements. All amounts are in U.S. dollars.
Forward-Looking Statement Notice
This quarterly report on Form 10-Q contains
forward-looking statements about our expectations, beliefs or intentions regarding, among other things, our product development
efforts, business, financial condition, results of operations, strategies or prospects. In addition, from time to time, we or our
representatives have made or may make forward-looking statements, orally or in writing. Forward-looking statements can be identified
by the use of forward-looking words such as “believe,” “expect,” “intend,” “plan,”
“may,” “should” or “anticipate” or their negatives or other variations of these words or other
comparable words or by the fact that these statements do not relate strictly to historical or current matters. These forward-looking
statements may be included in, but are not limited to, various filings made by us with the SEC, press releases or oral statements
made by or with the approval of one of our authorized executive officers. Forward-looking statements relate to anticipated or expected
events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have
not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ
materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual
activities or results to differ materially from the activities and results anticipated in forward-looking statements, including,
but not limited to, those set forth in our most recent annual report referenced below.
This report identifies important factors
which could cause our actual results to differ materially from those indicated by the forward-looking statements, particularly
those set forth under Item 1A – Risk Factors as disclosed in the Annual Report on Form 10-K as filed with the Securities
and Exchange Commission on October 13, 2015.
All forward-looking statements attributable
to us or persons acting on our behalf speak only as of the date of this report and are expressly qualified in their entirety by
the cautionary statements included in this report. We undertake no obligations to update or revise forward-looking statements to
reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. In evaluating
forward-looking statements, you should consider these risks and uncertainties.
Overview
Our company was
incorporated in the State of Nevada on December 27, 2012, to engage in the development and operation of a business engaged in the
distribution of high end cutlery sets produced in China. We conducted this business through October 22, 2014. On October 22, 2014,
we acquired an operating subsidiary, Knowledge Machine, Inc., a Nevada corporation, (“Knowledge Machine”)
and subsequently sold off our cutlery business. Knowledge Machine is a newly-formed technology company focused on targeting new
technologies, acquiring licensing rights to those technologies, and marketing our licensed technologies. Knowledge Machine is our
only subsidiary.
On October 22, 2014, we entered into a
contract with and completed the acquisition of Knowledge Machine in a stock-for-stock exchange in which we issued 37,625,000 shares
of our common stock on a pro rata basis to the shareholders of Knowledge Machine in return of all of the outstanding shares of
Knowledge Machine (the “Reorganization Agreement”). Knowledge Machine also entered into a Stock Purchase
Agreement (the “SPA”) with Igor Kaspruk, the sole officer, director and principal shareholder of the
Company at the time, to acquire 2,464,716 shares of restricted stock held by him for $35,800. Following the closing of the Reorganization
Agreement and the SPA, we sold the assets relating to the prior business of the Company to Mr. Kaspruk in return of 1,535,284 shares
owned by him pursuant to an Asset Purchase Agreement between the Company and Mr. Kaspruk (the “APA”).
In addition, Knowledge Machine loaned $14,200 to the Company to repay outstanding prior cash advances made by Mr. Kaspruk to the
Company.
At the closing of the Reorganization Agreement,
Mr. Kaspruk appointed Vivek R. Dave and Taylor Caswell to serve as directors of the Company and subsequently resigned as an officer
and director of the Company. Thereafter, in connection with the closing of the SPA and the APA, the 4,000,000 restricted shares
of common stock purchased by Knowledge Machine and the Company from Mr. Kaspruk in the above transactions were cancelled and returned
to the authorized but unissued common stock of the Company.
As a result of the above transactions a
change of control of the Company occurred from Mr. Kaspruk to Messrs. Dave and Caswell who assumed management control of the Company.
In connection with the closing of the Reorganization
Agreement, the board of directors approved a one-for-ten forward stock split of the pre-closing outstanding shares and a change
of the Company’s name to “Knowledge Machine International, Inc.” The forward stock split and name change were
approved by written consent of Mr. Kaspruk as a majority shareholder immediately prior to the closing of the Reorganization Agreement.
The name change and forward stock split were effective as of November 10, 2014. Articles of amendment with the State of Nevada
were filed to reflect the forward stock split and name change effective as of November 10, 2014.
Upon completion of the above transactions,
giving effect to the forward split of the pre-closing shares and cancellation of Mr. Kaspruk’s shares, we have 47,625,000
shares of our common stock outstanding. Of these shares Messrs. Dave and Caswell own 6,500,000 shares or approximately 13.7% of
our Company’s outstanding stock. Former shareholders of Knowledge Machine, including Messrs. Dave and Caswell, own 37,625,000
shares of the Company, representing approximately 80% of the outstanding shares. The securities issued in the closing of the Reorganization
Agreement were not and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”),
and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
In connection with the closing of the above
transactions, we ceased our prior principal business operations (which were sold and transferred to Mr. Kaspruk pursuant to the
APA). Upon completion of these transactions, we acquired Knowledge Machine (which is now our wholly-owned subsidiary) and became
a technology company focused on targeting new technologies, acquiring licensing rights to those technologies, and marketing licensed
technologies. Knowledge Machine was incorporated in the State of Nevada on December 12, 2013, and commenced its operations in 2013.
All references to business of the Company after the closing of the Reorganization Agreement refer to Knowledge Machine International,
Inc. and Knowledge Machine, Inc., collectively.
Plan of Operations
Since its founding, Knowledge Machine has
been involved in several activities both on an organizational front as well as the business development front. Organizationally,
Knowledge Machine has created a Science Advisory Board that combines international business experience with high level science
and technology expertise. Additionally, Knowledge Machine has been in close contact with regional development authorities in various
states to see if there are potential teaming opportunities that take advantage of regional development funding or incentives. On
the business development front, Knowledge Machine together with its Science Advisory Board has reviewed dozens of potential technologies
for future licensing or joint venture activities upon future funding. Examples of these technologies include, but are not limited
to:
| · | A new brain-wave based MMI – Man
Machine Interface – that could be used for a wide range of applications; |
| · | A weather prediction model and system
that significantly outperforms current models in the critical time period from 14 days to a year in advance; |
| · | New superenergetic materials for various
defense applications; |
| · | A 2.5D printing process, i.e. 2-D plus
relief, that has applications to fine art printing; |
| · | A spectrometric diagnostic method for
analyzing blood samples for evidence of traumatic brain injury, or TBI; |
| · | A new super-elastic materials technology;
and |
| · | An advanced explosives technology for
mining. |
These various discussions and a multitude
of additional discussions not specifically referenced herein did not result in any material or definitive business agreements.
We are presently reviewing several possible
transactions which could result in the merging of the Company with other business entities. As of the date of this filing there
are no definitive business agreements that have resulted from these discussions and possible letters of intent. Depending on the
specifics of each possible transaction, it is anticipated that additional funds will be needed and will be raised through sale
of the Company’s equity. At this time management does not have a specific target number as to the funds that will be raised
as this number depends greatly on which potential transaction will be finalized and will lead to a definitive business agreement.
Results of Operations –Three
Months Ended December 31, 2015 Compared to the Three Months Ended December 31, 2014
Gross Revenue. Gross revenue
for the three months ended December 31, 2015 and 2014 was $0. Accordingly, there were no costs of goods sold. The Company was previously
operating in the cutlery sales market but that business was sold and a new operating subsidiary was acquired which is operating
in the technology market. This new line of business is in the development stage and has not yet recognized any revenue.
General and Administrative Expenses.
General and administrative expenses for the three months ended December 31, 2015 totaled $62,763, a 33% decrease compared to general
and administrative expenses of $93,515 for the three months ended December 31, 2014. Management believes that general and administrative
expenses will increase significantly with the Company’s new business venture, particularly for professional, legal, and accounting
fees going forward.
Net Loss. For the reasons
stated above, our net loss for the three months ended December 31, 2015 was $62,763, compared to net loss of $93,472 during the
three months ended December 31, 2014. Management anticipates that the Company will experience significant losses from operations
during the startup phase of its new business venture.
Results of Operations –Six
Months Ended December 31, 2015 Compared to the Six Months Ended December 31, 2014
Gross Revenue. Gross revenue
for the six months ended December 31, 2015 and 2014 was $0. Accordingly, there were no costs of goods sold. The Company was previously
operating in the cutlery sales market but that business was sold and a new operating subsidiary was acquired which is operating
in the technology market. This new line of business is in the development stage and has not yet recognized any revenue.
General and Administrative Expenses.
General and administrative expenses for the six months ended December 31, 2015 totaled $120,875, a 24% decrease compared to general
and administrative expenses of $158,641 for the six months ended December 31, 2014. Management believes that general and administrative
expenses will increase significantly with the Company’s new business venture, particularly for professional, legal, and accounting
fees going forward.
Net Loss. For the reasons
stated above, our net loss for the six months ended December 31, 2015 was $120,871, compared to net loss of $158,764 during the
six months ended December 31, 2014. Management anticipates that the Company will experience significant losses from operations
during the startup phase of its new business venture.
Liquidity and Capital Resources
As of December 31, 2015, we had cash of
$1,829 and prepaid expenses of $5,494, which is comprised of prepaid insurance and unvested stock issued to directors and Science
Advisory Board members as prepayment for future services. We had current liabilities of $133,605 consisting of accounts payable
and accounts payable-related parties. We had a working capital deficit of $126,282.
The accompanying financial statements have
been prepared contemplating a continuation of the Company as a going concern. We had ongoing operations during the period from
December 12, 2013 (date of inception) to December 31, 2015 with an accumulated deficit of $686,032.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future material effect on our consolidated financial condition, changes
in financial condition, revenues or expenses, results of operations, liquidity capital expenditures or capital resources.
Item 3. Quantitative and Qualitative
Disclosures About Market Risk
As a smaller reporting company, we have
elected not to provide the disclosure required by this item.
Item 4. Controls and Procedures
Evaluation of disclosure controls
and procedures
Our management, with the participation
of our Chief Executive Officer who is also our principal financial officer, evaluated the effectiveness of our disclosure controls
and procedures (as defined in Rule 15(d)-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer concluded that our disclosure
controls and procedures as of the end of the period covered by this report were not effective in ensuring that information required
to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and
communicated to the Company’s management, including its principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in internal control over
financial reporting
There has been no change in our internal
control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter ended
December 31, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
PART II—OTHER INFORMATION
Item 1A. Risk Factors
See “Item 1A – Risk Factors”
as disclosed in Form 10-K as filed with the Securities and Exchange Commission on October 13, 2015.
Item 6. Exhibits
SEC Ref. No. |
Title of Document |
31.1 |
Rule 15d-14(a) Certification by Principal Executive and Financial Officer |
32.1 |
Section 1350 Certification of Principal Executive and Financial Officer |
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 |
SIGNATURES
Pursuant to the requirements 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.
|
Knowledge Machine International, Inc. |
|
|
|
|
|
|
Date: February 16, 2016 |
By |
/s/ Vivek R. Dave |
|
|
Vivek R. Dave, Ph.D., Chief Executive Officer |
|
|
(Principal Executive Officer and Principal |
|
|
Financial Officer) |
Exhibit 31.1
Certification
I, Vivek R. Dave, Ph.D., certify that:
1. I have reviewed this Form 10-Q quarterly
report of Knowledge Machine International, Inc. for the quarter ended December 31, 2015;
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: February 16, 2016
/s/ Vivek R. Dave
Vivek R. Dave, Ph.D., President
(Principal Executive Officer and
Principal Financial Officer)
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
In connection with
the quarterly report of Knowledge Machine International, Inc. (the “Company”) on Form 10-Q for the quarter ended December
31, 2015, as filed with the Securities and Exchange Commission (the “Report”), the undersigned principal executive
and financial officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:
| (1) | 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 the Company. |
Date: February 16, 2016
/s/ Vivek R. Dave
Vivek R. Dave, Ph.D., President
(Principal Executive Officer and Principal Financial Officer)
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v3.3.1.900
Consolidated Balance Sheets (Unaudited) - USD ($)
|
Dec. 31, 2015 |
Jun. 30, 2015 |
Current Assets |
|
|
Cash |
$ 1,829
|
$ 50,744
|
Prepaid expenses |
5,494
|
9,119
|
Total Current Assets |
7,323
|
59,863
|
TOTAL ASSETS |
7,323
|
59,863
|
Current Liabilities: |
|
|
Accounts Payable |
23,105
|
8,274
|
Account Payable - Related Party |
110,500
|
57,000
|
Total Current Liabilities |
133,605
|
65,274
|
TOTAL LIABILITIES |
133,605
|
65,274
|
STOCKHOLDERS' EQUITY (Deficit) |
|
|
Preferred Stock, $0.001 par; 1,000,000 shares authorized; None issued and outstanding |
0
|
0
|
Common Stock, $0.001 par; 200,000,000 shares authorized; 47,625,000 issued and 43,290,666 outstanding at December 31, 2015, 47,625,000 issued and 43,040,666 outstanding at June 30, 2015 |
47,625
|
47,625
|
Additional Paid In Capital |
512,125
|
512,125
|
Retained Earnings (Deficit) |
(686,032)
|
(565,161)
|
Total Stockholders' Equity (Deficit) |
(126,282)
|
(5,411)
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
$ 7,323
|
$ 59,863
|
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v3.3.1.900
Consolidated Balance Sheets (Parenthetical) - $ / shares
|
Dec. 31, 2015 |
Jun. 30, 2015 |
STOCKHOLDERS' DEFICIT |
|
|
Preferred stock, par value |
$ .001
|
$ 0.001
|
Preferred stock, authorized |
1,000,000
|
1,000,000
|
Preferred stock, shares issued |
0
|
0
|
Preferred stock, shares outstanding |
0
|
0
|
Common stock Par value |
$ .001
|
$ 0.001
|
Common stock, Authorized |
200,000,000
|
200,000,000
|
Common stock, Issued |
47,625,000
|
47,625,000
|
Common stock, outstanding |
43,290,666
|
43,040,666
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.3.1.900
Consolidated Statements of Operations (Unaudited) - USD ($)
|
3 Months Ended |
6 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Income Statement [Abstract] |
|
|
|
|
Revenue |
$ 0
|
$ 0
|
$ 0
|
$ 0
|
EXPENSES: |
|
|
|
|
General & Administration |
62,763
|
93,515
|
120,875
|
158,641
|
Total Expenses |
62,763
|
93,515
|
120,875
|
158,641
|
OTHER INCOME (EXPENSE) |
|
|
|
|
Interest Expense |
0
|
0
|
0
|
(252)
|
Interest Income |
0
|
43
|
4
|
129
|
Total Other Income (Expense) |
0
|
43
|
4
|
(123)
|
INCOME (LOSS) BEFORE INCOME TAXES |
(62,763)
|
(93,472)
|
(120,871)
|
(158,764)
|
Current Income Tax Expense |
0
|
0
|
0
|
0
|
Deferred Income Tax Expense |
0
|
0
|
0
|
0
|
Net Income (Loss) |
$ (62,763)
|
$ (93,472)
|
$ (120,871)
|
$ (158,764)
|
Loss per Common Share - Basic and Diluted |
$ 0.00
|
$ 0.00
|
$ 0.00
|
$ 0.00
|
Weighted Average Number of Shares Outstanding - Basic and diluted |
47,625,000
|
43,375,000
|
47,625,000
|
39,802,310
|
X |
- DefinitionThe amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
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v3.3.1.900
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
|
6 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Operating activities: |
|
|
Net Income (Loss) |
$ (120,871)
|
$ (158,764)
|
Noncash Expenses: |
|
|
Stock Compensation |
250
|
3,834
|
Change in assets and liabilities: |
|
|
Decrease in Prepaid Expenses |
3,375
|
0
|
Increase in Accounts Payable |
14,831
|
8,381
|
Increase in Accounts Payable - Related Party |
53,500
|
5,200
|
(Decrease) in Accrued Interest |
0
|
(600)
|
NET CASH USED BY OPERATING ACTIVITIES |
(48,915)
|
(141,949)
|
Investing activities: |
|
|
Purchase of Licensing Options |
0
|
(75,000)
|
NET CASH USED BY INVESTING ACTIVITIES |
0
|
(75,000)
|
Financing activities: |
|
|
Repayment of Notes Payable |
0
|
(75,000)
|
Increase in Deferred Stock Offering Costs |
0
|
(14,919)
|
NET CASH USED BY FINANCING ACTIVITIES |
0
|
(89,919)
|
NET CASH DECREASE FOR PERIOD |
(48,915)
|
(306,868)
|
Cash, beginning of period |
50,744
|
461,285
|
Cash, end of period |
1,829
|
154,417
|
Supplemental disclosure for cash flow information: |
|
|
Cash paid during the period Interest |
0
|
852
|
Cash paid during the period Taxes |
$ 0
|
$ 0
|
X |
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v3.3.1.900
Consolidated Statements of Cash Flows (Parenthetical)
|
6 Months Ended |
Dec. 31, 2014
USD ($)
shares
|
Supplemental Schedule of Noncash Investing and Financing Activities: |
|
Notes payable repaid | $ |
$ 75,000
|
Note payable converted, amount converted | $ |
$ 575,000
|
Note payable converted, shares issued |
2,875,000
|
Director |
|
Supplemental Schedule of Noncash Investing and Financing Activities: |
|
Shares issued to a director |
1,000,000
|
Shares issued to a director, vested |
250,000
|
Shares issued to a director, nonvested |
750,000
|
Shares cancelled |
250,000
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v3.3.1.900
Note 1. Summary of Significant Accounting Policies
|
6 Months Ended |
Dec. 31, 2015 |
Accounting Policies [Abstract] |
|
Summary of Significant Accounting Policies |
Nature
of Business Knowledge Machine International, Inc. is a Nevada corporation (the Company), incorporated
December 12, 2013.
The Company
is a technology company which intends to focus on new technologies, acquiring licensing rights to those technologies, and marketing
its licensed technology. The Company seeks to create a portfolio of technologies to change the method of technology transfer and
technology startups involving licensing of intellectual property. The Company intends to introduce tools and processes that management
believes would remove various biases, blind spots, and cultural pathologies and make commercialization of technology a more systematic
and process-driven approach. The Company intends to acquire intellectual property and marketing and sales rights to these technologies
and then develop these companies through partnership or joint venture arrangements. Additionally, it is intended that the Companys
Science Advisory Board will help mitigate technical, marketing, and financial risks of the Company.
In October
2014, the Company entered into and closed a stock purchase agreement wherein the shareholders of the Company became the controlling
shareholders of a public company, Songbird Development, Inc. The Company has assumed the public reporting obligations of the public
company.
Basis
of Presentation The accompanying financial statements have been prepared by the Company in accordance with Article
8 of U.S. Securities and Exchange Commission Regulation S-X. In the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at December
31, 2015 and June 30, 2015 and for the three and six months ended December 31, 2015 and 2014 have been made. Certain information
and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting
principles have been condensed or omitted. Management suggests these condensed financial statements be read in conjunction with
the June 30, 2015 audited financial statements and notes thereto. The results of operations for the periods ended December 31,
2015 and 2014 are not necessarily indicative of the operating results for the full year.
Fair Value
of Financial Instruments - The Company accounts for fair value measurements in accordance with accounting standard ASC 820-10-50,
Fair Value Measurements. This guidance defines fair value, establishes a three-level valuation hierarchy for
disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are
defined as follows:
Level 1 inputs
to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs
to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable
for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs
to valuation methodology are unobservable and significant to the fair measurement.
The Companys
financial instruments consist of cash, accounts payable, and notes payable. The carrying amount of cash and accounts payable approximates
fair value because of the short-term nature of these items. The carrying amount of notes payable approximates fair value as the
individual borrowings bear interest at market interest rates and are also short-term in nature.
Income
Taxes The Company accounts for income taxes in accordance with ASC Topic No. 740, Accounting for Income
Taxes.
The Company
adopted the provisions of ASC Topic No. 740, Accounting for Income Taxes, at the date of inception on December 12,
2013. As a result of the implementation of ASC Topic No. 740, the Company recognized no increase in the liability for unrecognized
tax benefits.
The Company
has no tax positions at December 31, 2015 or June 30, 2015 for which the ultimate deductibility is highly certain but for which
there is uncertainty about the timing of such deductibility.
The Company
recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During
the periods ended December 31, 2015 and 2014, the Company recognized no interest and penalties. The Company had no accruals for
interest and penalties at December 31, 2015 or June 30, 2015. All tax years starting with 2013 are open for examination.
Stock
Based Compensation The Company recognizes compensation costs to employees under ASC Topic No. 718, Compensation
Stock Compensation. Under ASC Topic No. 718, companies are required to measure the compensation costs of share-based
compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period
during which employees are required to provide services. Share based compensation arrangements include stock options, restricted
share plans, performance based awards, share appreciation rights and employee share purchase plans. As such, compensation cost
is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting
periods of the option grant.
Equity instruments
issued to other than employees are recorded on the basis of the fair value of the instruments, as required by ASC Topic No. 505,
Equity Based Payments to Non-Employees. In general, the measurement date is when either (a) a performance commitment,
as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested.
The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular
grant as defined in the FASB Accounting Standards Codification.
Loss Per
Share The computation of loss per share is based on the weighted average number of shares outstanding during the period
in accordance with ASC Topic No. 260, Earnings Per Share.
Long-Lived
and Intangible Assets Long-lived assets and certain identifiable definite life intangibles to be held and used by
the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. The Company continuously evaluates the recoverability of its long-lived assets based on estimated future
cash flows and the estimated liquidation value of such long-lived assets, and provides for impairment if such undiscounted cash
flows are insufficient to recover the carrying amount of the long-lived assets. If impairment exists, an adjustment is made to
write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair
values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable.
Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value.
Recently
Enacted Accounting Standards The FASB established the Accounting Standards Codification (Codification
or ASC) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United
States (GAAP). Rules and interpretive releases of the Securities and Exchange Commission (SEC) issued
under authority of federal securities laws are also sources of GAAP for SEC registrants.
Recent Accounting
Standards Updates (ASU) through ASU No. 2015-01 contain technical corrections to existing guidance or affect guidance
to specialized industries. These updates have no current applicability to the Company or their effect on the financial statements
would not have been significant. The Company has early adopted the provisions of ASU No. 2014-10 Development Stage Entities
which generally removes the requirements for added disclosures about development stage activities.
Cash Equivalents
- The Company considers all highly liquid investments with an original maturity of three months or less at date of purchase
to be cash equivalents.
Concentration
of Credit Risk The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured
limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk
on cash and cash equivalents.
Cost Method
Investments These are investments in equity securities having no readily determinable fair value (i.e. the shares
are not publicly traded), and where the equity method (i.e. 20% or greater ownership) or consolidation method (i.e. greater than
50% ownership or if the Company has significant influence over the operating and financial policies of the investee company) do
not apply.
These long-term
investments are carried at cost until disposed of or until written down due to impairment. Impairment is tested annually at the
individual security level (or more often if an event or changes in circumstances has occurred that may have a significant adverse
effect on the fair value of the investment). An investment is deemed impaired when its fair value is less than its book carrying
value. During the periods ended December 31, 2015 and 2014, no impairment losses were recorded.
Accounting
Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United
States requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, the
disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimated by management.
Deferred
Stock Offering Costs Costs related to proposed stock offerings are deferred and will be offset against the proceeds
of the offering in additional paid in capital. In the event a stock offering is unsuccessful, the costs related to the offering
will be written off directly to expense.
Reclassification
Certain prior year amounts have been reclassified for consistency with the current period presentation. The Company
has concluded that it was appropriate to classify Deferred Compensation, representing unvested stock issued to management and
consultants, as a Prepaid Expense rather than Equity. Accordingly, the Company has revised the classification to report Deferred
Compensation under the Current Asset Prepaid Expenses captain on the Consolidated Balance Sheets. This change in classification
does not affect the previously reported Consolidated Statements of Operations or Cash Flows.
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v3.3.1.900
Note 2. Going Concern
|
6 Months Ended |
Dec. 31, 2015 |
Risks and Uncertainties [Abstract] |
|
Going Concern |
The Company
was only recently formed and has not yet achieved profitable operations. The ability of the Company to continue as a going concern
is dependent on expanding income opportunities. Management anticipates that future contracts will allow the Company to achieve
profitable operations. There is no assurance that the Company will be successful in raising additional capital or in achieving
profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
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v3.3.1.900
Note 3. Other Assets
|
6 Months Ended |
Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] |
|
Other Assets |
Allotrope
Sciences Corporation
In June 2014,
the Company entered into a Stock Purchase Agreement with Allotrope Sciences Corporation, a Delaware corporation controlled by
the Companys President and CEO, to purchase 12% of the total number of shares of Allotropes common stock for $150,000.
Three payment installments of $50,000 each were due within 10, 30 and 90 business days of the signing of the agreement on June
23, 2014, on which dates 4% increments of Allotropes common stock were deliverable to the Company. The first payment of
$50,000 was made and 4% of Allotrope stock was delivered to the Company prior to June 30, 2014. The payment was initially recorded
as a cost-method investment and impaired to $0 at June 30, 2014. The two remaining payments totaling $100,000 were never made
and corresponding stock never issued, and on October 14, 2014, the Company and Allotrope rescinded the original agreement. The
companies are in the process of renegotiating the transaction, with the intent that the $50,000 would be used towards future joint
venture activities.
Score
Technologies, Inc.
On July 8,
2014, the Company and Score Technologies, Inc. entered into a Subscription Agreement for the purchase of 100,000 shares of common
stock of Score (the Shares) by the Company for the sum of $50,000. The Company paid the $50,000, but never received
the Shares. On August 4, 2014, the Company and Score entered into a Rescission Agreement whereby all transactions contemplated
by the Option Agreement, as disclosed below, were rescinded. The parties also agreed that Score would retain the $50,000 payment
made by the Company pursuant to the Option Agreement and apply the payment to the first payment required to be made by the Company
to Score in connection with the first license agreement between the parties. In addition, the parties agreed that if a license
agreement was not entered into by February 15, 2015, Score would be required to repay to the Company the $50,000 payment, in cash,
by no later than February 18, 2015. At June 30 2015, the Company determined to terminate their dealings with Score due to Scores
nonperformance, and impaired the deposit to $0. As of December 31, 2015, the cash had not been returned.
On July 2,
2014, the Company entered into an Option Agreement with Score wherein the Company paid a total of $25,000 for the option of entering
into a license agreement. On January 6, 2015, the Company notified Score that it is terminating the exclusive option to enter
into a license agreement for India and demanding return of the $25,000 paid to Score. The termination of the option was based
upon Scores failure to produce to the Company the consumer marketable SCOREISPAPP referred to in the agreements. At June
30, 2015, the Company impaired the deposit to $0, and at December 31, 2015, the $25,000 had not been returned.
Prepaid
Expenses
Prepaid expenses
consist of $4,334 in deferred stock compensation (NOTE 4) that vests according to underlying contracts, and $1,160 in prepaid
insurance that is amortized ratably over the term of January 20, 2015 through January 20, 2016.
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v3.3.1.900
Note 4. Stockholders' Equity
|
6 Months Ended |
Dec. 31, 2015 |
Stockholders' Equity Note [Abstract] |
|
Stockholders' Equity |
Common
Stock
The Company
has authorized 200,000,000 shares of common stock, $.001 par value.
In February,
March and April 2014, the Company issued 22,500,000 shares to officers and investors for cash of $22,500, or $0.001 per share.
On April
22, 2014, the Company issued 11,500,000 shares of the Companys common stock to the Companys Science Advisory Board
members as noncash compensation for services to be rendered valued at $11,500 or $0.001 per share. Of these shares, 3,831,999
(valued at $3,832) vested during the period ended June 30, 2014 and 7,668,001 (valued at $7,668) remained unvested and were reflected
as prepaid expenses as of June 30, 2014. On August 13, 2014, 250,000 shares previously issued to a Science Advisory Board member
were cancelled, 83,000 of which had previously vested and 167,000 were unvested. The shares were valued at $0.001, or $250. An
additional 3,666,667 shares (valued at $3,667) vested during the three months ended September 30, 2014 and 3,834,334 (valued at
$3,834) remain unvested and are reflected as prepaid expenses as of December 31, 2015.
On July 29,
2014, $575,000 of convertible notes payable were extinguished via issuance of 2,875,000 shares of common stock at a rate of $0.20
per share. The shares were recorded at $0.001, or $2,875. The balance of $572,125 was recorded as additional paid in capital.
On August
25, 2014, the Company issued 1,000,000 shares of common stock to a Director. The shares were valued at $0.001, or $1,000. Of these
shares, 250,000 (valued at $250) vested during the quarter ended September 30, 2014 and another 250,000 (valued at $250) vested
during the quarter ended September 30, 2015. 500,000 (valued at $500) remain unvested. 250,000 shares will vest each year on August
25 in 2016 and 2017 as long as the individual remains as a Director of the Company. The unvested shares are reflected as prepaid
expenses at December 31, 2015.
On October
22, 2014, the Company issued 1,000,000 shares of common stock as part of a reorganization of the Company.
On November
10, 2014, a ten-for-one forward stock split occurred on 1,000,000 shares of Songbird Development, Inc. acquired in the reverse
merger and reorganization (see NOTE 1), resulting in an additional 9,000,000 shares being issued. The split has been retroactively
applied to all periods presented and does not effect any of the stock issuances described above.
Deferred
Compensation
During the
period ended June 30, 2014, 11,500,000 shares of common stock were issued to the Companys Science Advisory Board members
at $0.001 per share. The unvested portion of the shares at June 30, 2014 (7,668,001 unvested shares) increased prepaid expenses
by $7,668. During the three months ended September 30, 2014, 167,000 of the unvested shares were cancelled, and an additional
3,666,667 shares vested. The unvested number of shares at December 31, 2015 is 3,834,334, representing prepaid expenses of $3,834.
During the
three months ended September 30, 2014, 1,000,000 shares of common stock were issued to a Director at $0.001 per share. The unvested
portion of the shares at December 31, 2015 (500,000 unvested shares) increased prepaid expenses by $500.
As of December
31, 2015, the balance of unvested compensation cost expected to be recognized is $4,334 and is recorded as a prepaid expense on
the Consolidated Balance Sheets. The unvested compensation is expected to be recognized over the weighted average period of approximately
two years (through August 25, 2017).
Preferred
Stock
The Company
is authorized to issue 1,000,000 shares of preferred stock, $0.001 par value. There were none issued and outstanding at December
31, 2015.
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v3.3.1.900
Note 5. Loss Per Share
|
6 Months Ended |
Dec. 31, 2015 |
Earnings Per Share [Abstract] |
|
Loss Per Share |
The following
data show the amounts used in computing loss per share and the effect on income and the weighted average number of shares of dilutive
potential common stock for the periods ending December 31, 2015 and 2014:
| |
Three Months | | |
Three Months | | |
Six Months | | |
Six Months | |
| |
Ended | | |
Ended | | |
Ended | | |
Ended | |
| |
12-31-15 | | |
12-31-14 | | |
12-31-15 | | |
12-31-14 | |
Loss
from continuing operations available to common stockholders (numerator) | |
$ | (62,763 | ) | |
$ | (93,472 | ) | |
$ | (120,871 | ) | |
$ | (158,764 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted
average number of common shares outstanding used in loss per share during the period (denominator) | |
| 47,625,000 | | |
| 43,375,000 | | |
| 47,625,000 | | |
| 39,802,310 | |
Dilutive
loss per share was not presented as the Company had no common equivalent shares for all periods presented that would affect the
computation of diluted loss per share or its effect is anti-dilutive.
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v3.3.1.900
Note 6. Subsequent Events
|
6 Months Ended |
Dec. 31, 2015 |
Subsequent Events [Abstract] |
|
Subsequent Events |
The Company
has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined
there are no items to disclose.
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v3.3.1.900
Note 7. Related Party Transactions
|
6 Months Ended |
Dec. 31, 2015 |
Related Party Transactions [Abstract] |
|
Related Party Transactions |
In
January 2014, the Company entered into a consulting agreement with Northern New Hampshire Technical Associates, a company owned
and controlled by the Companys President/CEO, under which the President/CEO performs services for the Company as an officer,
director, and Science Advisory Board member for $6,000 per month plus travel and expense reimbursement. This contract was renewed
August 1, 2014 for a one-year period with a one-year automatic extension. Also in January 2014, the Company entered into a consulting
agreement with Zephyr Equities (ZE), a company owned and operated by a significant shareholder and former director
of the Company, under which ZE manages corporate organizational matters and day-to-day operations of the Company for $3,500 per
month plus travel and expense reimbursements. This contract was renewed September 1, 2014 for a one-year period with a one-year
automatic extension.
The
Company incurred a total expense of $61,125 with these consultants and made repayments of $7,625 during the six months ended December
31, 2015 (net increase of $53,500) and incurred a total expense of $64,625 with these consultants and made repayments of $59,425
during the six months ended December 31, 2014 (net increase of $5,200). Of the expenses incurred, $110,500 and $57,000 were outstanding
at December 31, 2015 and June 30, 2015, respectively.
|
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v3.3.1.900
Note 1. Summary of Significant Accounting Policies (Policies)
|
6 Months Ended |
Dec. 31, 2015 |
Accounting Policies [Abstract] |
|
Nature of Business |
Nature
of Business Knowledge Machine International, Inc. is a Nevada corporation (the Company), incorporated
December 12, 2013.
The Company
is a technology company which intends to focus on new technologies, acquiring licensing rights to those technologies, and marketing
its licensed technology. The Company seeks to create a portfolio of technologies to change the method of technology transfer and
technology startups involving licensing of intellectual property. The Company intends to introduce tools and processes that management
believes would remove various biases, blind spots, and cultural pathologies and make commercialization of technology a more systematic
and process-driven approach. The Company intends to acquire intellectual property and marketing and sales rights to these technologies
and then develop these companies through partnership or joint venture arrangements. Additionally, it is intended that the Companys
Science Advisory Board will help mitigate technical, marketing, and financial risks of the Company.
In October
2014, the Company entered into and closed a stock purchase agreement wherein the shareholders of the Company became the controlling
shareholders of a public company, Songbird Development, Inc. The Company has assumed the public reporting obligations of the public
company.
|
Basis of Presentation |
Basis
of Presentation The accompanying financial statements have been prepared by the Company in accordance with Article
8 of U.S. Securities and Exchange Commission Regulation S-X. In the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at December
31, 2015 and June 30, 2015 and for the three and six months ended December 31, 2015 and 2014 have been made. Certain information
and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting
principles have been condensed or omitted. Management suggests these condensed financial statements be read in conjunction with
the June 30, 2015 audited financial statements and notes thereto. The results of operations for the periods ended December 31,
2015 and 2014 are not necessarily indicative of the operating results for the full year.
|
Fair Value of Financial Instruments |
Fair Value
of Financial Instruments - The Company accounts for fair value measurements in accordance with accounting standard ASC 820-10-50,
Fair Value Measurements. This guidance defines fair value, establishes a three-level valuation hierarchy for
disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are
defined as follows:
Level 1 inputs
to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs
to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable
for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs
to valuation methodology are unobservable and significant to the fair measurement.
The Companys
financial instruments consist of cash, accounts payable, and notes payable. The carrying amount of cash and accounts payable approximates
fair value because of the short-term nature of these items. The carrying amount of notes payable approximates fair value as the
individual borrowings bear interest at market interest rates and are also short-term in nature.
|
Income Taxes |
Income
Taxes The Company accounts for income taxes in accordance with ASC Topic No. 740, Accounting for Income
Taxes.
The Company
adopted the provisions of ASC Topic No. 740, Accounting for Income Taxes, at the date of inception on December 12,
2013. As a result of the implementation of ASC Topic No. 740, the Company recognized no increase in the liability for unrecognized
tax benefits.
The Company
has no tax positions at December 31, 2015 or June 30, 2015 for which the ultimate deductibility is highly certain but for which
there is uncertainty about the timing of such deductibility.
The Company
recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During
the periods ended December 31, 2015 and 2014, the Company recognized no interest and penalties. The Company had no accruals for
interest and penalties at December 31, 2015 or June 30, 2015. All tax years starting with 2013 are open for examination.
|
Stock Based Compensation |
Stock
Based Compensation The Company recognizes compensation costs to employees under ASC Topic No. 718, Compensation
Stock Compensation. Under ASC Topic No. 718, companies are required to measure the compensation costs of share-based
compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period
during which employees are required to provide services. Share based compensation arrangements include stock options, restricted
share plans, performance based awards, share appreciation rights and employee share purchase plans. As such, compensation cost
is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting
periods of the option grant.
Equity instruments
issued to other than employees are recorded on the basis of the fair value of the instruments, as required by ASC Topic No. 505,
Equity Based Payments to Non-Employees. In general, the measurement date is when either (a) a performance commitment,
as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested.
The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular
grant as defined in the FASB Accounting Standards Codification.
|
Loss Per Share |
Loss Per
Share The computation of loss per share is based on the weighted average number of shares outstanding during the period
in accordance with ASC Topic No. 260, Earnings Per Share.
|
Long-Lived and Intangible Assets |
Long-Lived
and Intangible Assets Long-lived assets and certain identifiable definite life intangibles to be held and used by
the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. The Company continuously evaluates the recoverability of its long-lived assets based on estimated future
cash flows and the estimated liquidation value of such long-lived assets, and provides for impairment if such undiscounted cash
flows are insufficient to recover the carrying amount of the long-lived assets. If impairment exists, an adjustment is made to
write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair
values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable.
Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value.
|
Recently Enacted Accounting Standards |
Recently
Enacted Accounting Standards The FASB established the Accounting Standards Codification (Codification
or ASC) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United
States (GAAP). Rules and interpretive releases of the Securities and Exchange Commission (SEC) issued
under authority of federal securities laws are also sources of GAAP for SEC registrants.
Recent Accounting
Standards Updates (ASU) through ASU No. 2015-01 contain technical corrections to existing guidance or affect guidance
to specialized industries. These updates have no current applicability to the Company or their effect on the financial statements
would not have been significant. The Company has early adopted the provisions of ASU No. 2014-10 Development Stage Entities
which generally removes the requirements for added disclosures about development stage activities.
|
Cash Equivalents |
Cash Equivalents
- The Company considers all highly liquid investments with an original maturity of three months or less at date of purchase
to be cash equivalents.
|
Concentration of Credit Risk |
Concentration
of Credit Risk The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured
limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk
on cash and cash equivalents.
|
Cost Method Investments |
Cost Method
Investments These are investments in equity securities having no readily determinable fair value (i.e. the shares
are not publicly traded), and where the equity method (i.e. 20% or greater ownership) or consolidation method (i.e. greater than
50% ownership or if the Company has significant influence over the operating and financial policies of the investee company) do
not apply.
These long-term
investments are carried at cost until disposed of or until written down due to impairment. Impairment is tested annually at the
individual security level (or more often if an event or changes in circumstances has occurred that may have a significant adverse
effect on the fair value of the investment). An investment is deemed impaired when its fair value is less than its book carrying
value. During the periods ended December 31, 2015 and 2014, no impairment losses were recorded.
|
Accounting Estimates |
Accounting
Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United
States requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, the
disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimated by management.
|
Deferred Stock Offering Costs |
Deferred
Stock Offering Costs Costs related to proposed stock offerings are deferred and will be offset against the proceeds
of the offering in additional paid in capital. In the event a stock offering is unsuccessful, the costs related to the offering
will be written off directly to expense.
|
Reclassification |
Reclassification
Certain prior year amounts have been reclassified for consistency with the current period presentation. The Company
has concluded that it was appropriate to classify Deferred Compensation, representing unvested stock issued to management and
consultants, as a Prepaid Expense rather than Equity. Accordingly, the Company has revised the classification to report Deferred
Compensation under the Current Asset Prepaid Expenses captain on the Consolidated Balance Sheets. This change in classification
does not affect the previously reported Consolidated Statements of Operations or Cash Flows.
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Note 5. Loss Per Share (Tables)
|
6 Months Ended |
Dec. 31, 2015 |
Note 5. Loss Per Share Tables |
|
Loss Per Share |
| |
Three Months | | |
Three Months | | |
Six Months | | |
Six Months | |
| |
Ended | | |
Ended | | |
Ended | | |
Ended | |
| |
12-31-15 | | |
12-31-14 | | |
12-31-15 | | |
12-31-14 | |
Loss
from continuing operations available to common stockholders (numerator) | |
$ | (62,763 | ) | |
$ | (93,472 | ) | |
$ | (120,871 | ) | |
$ | (158,764 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted
average number of common shares outstanding used in loss per share during the period (denominator) | |
| 47,625,000 | | |
| 43,375,000 | | |
| 47,625,000 | | |
| 39,802,310 | |
|
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Note 3. Other Assets (Details Narrative) - USD ($)
|
Dec. 31, 2015 |
Jun. 30, 2015 |
Jul. 08, 2014 |
Jul. 02, 2014 |
Jun. 30, 2014 |
Prepaid expenses |
$ 5,494
|
$ 9,119
|
|
|
|
Deferred stock compensation |
|
|
|
|
|
Prepaid expenses |
4,334
|
|
|
|
|
Prepaid insurance |
|
|
|
|
|
Prepaid expenses |
1,160
|
|
|
|
|
Allotrope Sciences [Member] |
|
|
|
|
|
License agreement deposit |
|
|
|
|
$ 50,000
|
Investments |
0
|
|
|
|
|
Score Technologies [Member] |
|
|
|
|
|
License agreement deposit |
|
|
$ 50,000
|
$ 25,000
|
|
Investments |
$ 0
|
|
|
|
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Note 4. Stockholders' Equity (Details Narrative) - USD ($)
|
3 Months Ended |
6 Months Ended |
12 Months Ended |
Sep. 30, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Jun. 30, 2015 |
Jun. 30, 2014 |
Common stock, Authorized |
|
200,000,000
|
|
200,000,000
|
|
Common stock Par value |
|
$ .001
|
|
$ 0.001
|
|
Common stock issued for cash, shares |
|
|
|
|
22,500,000
|
Common stock issued for cash, value |
|
|
|
|
$ 22,500
|
Stock issued to extinguish convertible notes payable, shares issued |
|
|
|
2,875,000
|
|
Debt extinguished with issuance of common stock |
|
|
$ 575,000
|
$ 575,000
|
|
Value of stock issued in extinguishment of debt |
|
|
|
2,875
|
|
Additional paid in capital due to issuance of common stock in exchange for convertible notes payable |
|
|
|
$ 572,125
|
|
Stock split information |
|
On November 10, 2014, a one for ten forward stock split occurred.
|
|
On November 10, 2014, a ten-for-one forward stock split occurred on 1,000,000 shares of Songbird Development, Inc.
|
|
Unvested compensation cost |
|
$ 4,334
|
|
|
|
Unvested compensation cost amortization period |
|
2 years
|
|
|
|
Reorganization |
|
|
|
|
|
Reorganization, shares |
|
|
|
1,000,000
|
|
Director |
|
|
|
|
|
Common stock issued for services, shares |
|
|
1,000,000
|
|
|
Common stock issued for services, value |
|
|
$ 1,000
|
|
|
Stock vested, shares |
|
250,000
|
250,000
|
|
|
Stock vested, value |
|
|
$ 250
|
|
|
Shares unvested, shares |
|
500,000
|
750,000
|
|
|
Shares unvested, value |
|
$ 500
|
|
|
|
Common stock cancelled, shares |
|
|
250,000
|
|
|
Science Advisory Board |
|
|
|
|
|
Common stock issued for services, shares |
|
|
|
|
11,500,000
|
Common stock issued for services, value |
|
|
|
|
$ 11,500
|
Stock vested, shares |
3,666,667
|
|
|
|
3,831,999
|
Stock vested, value |
$ 3,667
|
|
|
|
$ 3,832
|
Shares unvested, shares |
|
3,834,334
|
|
|
7,668,001
|
Shares unvested, value |
|
$ 3,834
|
|
|
$ 7,668
|
Common stock cancelled, shares |
250,000
|
|
|
|
|
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v3.3.1.900
Note 5. Loss Per Share (Details) - USD ($)
|
3 Months Ended |
6 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Earnings Per Share [Abstract] |
|
|
|
|
Loss from continuing operations available to common stockholders (numerator) |
$ (62,763)
|
$ (93,472)
|
$ (120,871)
|
$ (158,764)
|
Weighted average number of common shares outstanding used in loss per share during the Period (denominator) |
47,625,000
|
43,375,000
|
47,625,000
|
39,802,310
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