10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2015

Or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
	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 x No o

Indicate by check mark whether the registrant has been subject to such filing requirements for the past 90 days.

Yes o 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 x No o

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.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

The number of shares outstanding of the registrant’s common stock on November 20, 2015, 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	12
Item 3. Quantitative and Qualitative Disclosures About Market Risk	14
Item 4. Controls and Procedures	15
PART II – OTHER INFORMATION	16
Item 1. Legal Proceedings	16
Item 1A. Risk Factors	16
Item 5. Other Information	16
Item 6. Exhibits	16
SIGNATURES	17

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Knowledge Machine International, Inc.

Consolidated Balance Sheets

September 30, 2015 and June 30, 2015

(Unaudited)

	September 30, 2015			June 30, 2015
ASSETS
Current Assets
Cash	$	26,328		$	50,744
Prepaid Expenses		8,236			9,119
Total Current Assets		34,564			59,863
TOTAL ASSETS	$	34,564		$	59,863
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable	$	16,083		$	8,274
Accounts Payable - Related Party		82,000			57,000
Total Current Liabilities		98,083			65,274
TOTAL LIABILITIES		98,083			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		47,625			47,625
outstanding at September 30, 2015
47,625,000 issued and 43,040,666
outstanding at June 30, 2015
Additional Paid-In Capital		512,125			512,125
Retained Earnings (Deficit)		(623,269	)		(565,161	)
Total Stockholders' Equity (Deficit)		(63,519	)		(5,411	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	34,564		$	59,863

The accompanying notes are an integral part of these financial statements.

3

Knowledge Machine International, Inc.

Consolidated Statements of Operations

Three Months Ended September 30, 2015 and 2014 (Restated)

(Unaudited)

	Three Months Ended September 30, 2015			Three Months Ended September 30, 2014
				(Restated)
REVENUE	$	–		$	–
EXPENSES
General & Administrative		58,112			65,126
Total Expenses		58,112			65,126
OTHER INCOME (EXPENSE)
Interest Expense		–			(252	)
Interest Income		4			86
Total Other Income (Expense)		4			(166	)
INCOME (LOSS) BEFORE INCOME TAXES		(58,108	)		(65,292	)
Current Income Tax Expense		–			–
Deferred Income Tax Expense		–			–
Net Income (Loss)	$	(58,108	)	$	(65,292	)
Loss per Common Share - Basic and Diluted	$	(0.00	)	$	(0.00	)
Weighted Average Number of Shares Outstanding - Basic and Diluted		47,625,000			45,229,620

The accompanying notes are an integral part of these financial statements.

4

Knowledge Machine International, Inc.

Consolidated Statements of Cash Flows

Three Months Ended September 30, 2015 and 2014

(Unaudited)

	Three Months Ended September 30, 2015			Three Months Ended September 30, 2014
				(Restated)
OPERATING ACTIVITIES
Net Income (Loss)	$	(58,108	)	$	(65,292	)
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		633			–
Increase (Decrease) in Accounts Payable		7,809			(10,717	)
Increase (Decrease) in Accounts Payable - Related Party		25,000			(50	)
(Decrease) in Accrued Interest		–			(600	)
NET CASH USED BY OPERATING ACTIVITIES		(24,416	)		(72,825	)
INVESTING ACTIVITIES
Purchase of Licensing Options		–			(75,000	)
(Increase) in Cash in Escrow		–			(700	)
NET CASH USED BY INVESTING ACTIVITIES		–			(75,700	)
FINANCING ACTIVITIES
Increase in Deferred Offering Costs		–			(14,919	)
Repayment of Notes Payable		–			(75,000	)
NET CASH USED BY FINANCING ACTIVITIES		–			(89,919	)
NET CASH DECREASE FOR PERIOD		(24,416	)		(238,444	)
CASH AT BEGINNING OF PERIOD		50,744			461,285
CASH AT END OF PERIOD	$	26,328		$	222,841
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 three months ended September 30, 2015
250,000 shares previously issued to a Director at $0.001 per share vested during the period.
For the three months ended September 30, 2014
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.

The accompanying notes are an integral part of these financial statements.

5

KNOWLEDGE MACHINE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 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 September 30, 2015 and June 30, 2015 and for the three months ended September 30, 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 three months ended September 30, 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.

6

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 September 30, 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 three months ended September 30, 2015 and 2014, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at September 30, 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.

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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.

Organization Expenditures – Organizational expenditures are expensed as incurred for SEC filings, but capitalized and amortized for income tax purposes.

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 September 30, 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.

8

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 two remaining payments totaling $100,000 were included as liabilities on the Company’s balance sheet and the full agreement amount of $150,000 was impaired to $0 at June 30, 2014. The liability and corresponding impairment loss have been removed from the Company’s consolidated financial statements retroactively due to non-performance by both parties on the second and third installments as of June 30, 2014 (See NOTE 6). Performance did not occur subsequently, 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 September 30, 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 sent a letter to Score notifying 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 agreement. At June 30, 2015, the Company impaired the deposit to $0, and at September 30, 2015, the $25,000 had not been returned.

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 September 30, 2015.

On July 29, 2014, $575,000 of convertible notes payable was 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.

9

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 September 30, 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 affect 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 September 30, 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 September 30, 2015 (500,000 unvested shares) increased prepaid expenses by $500.

As of September 30, 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 September 30, 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 September 30, 2015 and 2014:

	Three Months Ended			Three Months Ended
	September 30, 2015			September 30, 2014
Loss from continuing operations available to common stockholders (numerator)	$	(58,108	)	$	(65,292	)
Weighted average number of common shares outstanding used in loss per share during the period (denominator)		47,625,000			36,229,620

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.

10

NOTE 6 – Restatement

As explained in NOTE 3 above, in June 2014, the Company entered into a Stock Purchase Agreement with Allotrope Sciences Corporation, a Delaware corporation, to purchase 12% of the total number of shares of Allotrope’s common stock for $150,000 in three installments during the course of June through September 2014. The liability of $100,000 and corresponding impairment loss originally recorded at June 30, 2014 and perpetuated through September 30, 2014 have been removed from the Company’s consolidated financial statements retroactively due to absence of full performance of the original contract at June 30, 2014. Liabilities for the second and third installments were not incurred and corresponding investment assets not realizable at June 30, 2014, but rather were stock purchase commitments requiring disclosure only until performance occurred on the dates specified in the contract. Although the Company did incur the remaining liability totaling $100,000 for the second and third installments at September 30, 2014 pursuant to the terms of the original agreement, the Company never received the accompanying Allotrope shares and other events that gave rise to the agreement’s official rescission on October 14, 2014 existed prior to September 30, 2014. Thus, the rescission qualifies as a recognized subsequent event, which requires removal of the $100,000 liability at September 30, 2014 via restatement.

The table below shows the effects of the September 30, 2014 restatement. Since the impairment loss was originally recorded during the year ended June 30, 2014, only the September 30, 2014 balance sheet is affected by the restatement. There is no change in any statement of operations line items or net loss per share.

	Amount as
	Originally			Restatement			Restated
	Filed			Adjustment			Amount
As of September 30, 2014
Due to Allotrope	$	100,000		$	(100,000	)	$	–
Accumulated deficit		(351,118	)		100,000			(251,118	)

NOTE 7 – 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 8 – 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 $30,150 with these consultants and made repayments of $5,150 during the three months ended September 30, 2015 (net increase of $25,000), and incurred a total expense of $55,013 with these consultants and made repayments of $55,063 during the three months ended September 30, 2014 (net decrease of $50). Of the expenses incurred, $82,000 and $57,000 were outstanding at September 30, 2015 and June 30, 2015, respectively.

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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 acquired 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.

12

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 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, in addition to the ARMS project, 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.

13

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 September 30, 2015 Compared to the Three Months Ended September 30, 2014

Gross Revenue. Gross revenue for the three months ended September 30, 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 September 30, 2015 totaled $58,112, a 10.8% decrease compared to general and administrative expenses of $65,126 for the three months ended September 30, 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 September 30, 2015 was $58,108, compared to net loss of $65,292 during the three months ended September 30, 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 September 30, 2015, we had cash of $26,328 and prepaid expenses of $8,236, 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 $98,083 consisting of accounts payable and accounts payable-related parties. We had a working capital deficit of $63,519.

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 September 30, 2015 with an accumulated deficit of $623,269.

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.

14

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 September 30, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

15

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

On November 12, 2015, the Securities and Exchange Commission (the “Commission”) notified the Company that the Commission had concluded its investigation as to Songbird Development, Inc., now known as Knowledge Machine International, Inc., and that it did not intend to recommend an enforcement action by the Commission against the Company. The notification also stated that, pursuant to Commission Release 5310, the notice must in no way be construed as indicating that the party has been exonerated or that no action my ultimately result from the staff’s investigation.

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 5. Other Information

On October 19, 2015, the board of directors of the Company approved, through unanimous written consent, amendments to the Articles of Incorporation of the Company, as amended (the “Amendments”). The first amendment to the amended Articles which was approved by the board was adding an Article XIX which would read as follows:

The Corporation expressly opts-out of, and elects not to be governed by, the "Combinations with Interested Stockholders" provisions contained in NRS §§ 78.411 through 78.444, inclusive—all as permitted under NRS § 78.434.

The second amendment to the amended Articles which was approved by the board was a 1:6.469 reverse stock split of the outstanding shares of Common Stock of the Company.

On October 20, 2015, the Company received written consents from shareholders representing 26,857,000 of 47,625,000 votes outstanding (56.39%) approving the Amendments.

Implementation of the Amendments was later abandoned by the board of directors.

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

16

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: November 23, 2015	By	/s/ Vivek R. Dave
		Vivek R. Dave, Ph.D., Chief Executive Officer
		(Principal Executive Officer and Principal
		Financial Officer)

17

EX-31.1

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 September 30, 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: November 23, 2015

/s/ Vivek R. Dave

Vivek R. Dave, Ph.D., President

(Principal Executive Officer and

Principal Financial Officer)

EX-32.1

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 September 30, 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: November 23, 2015

/s/ Vivek R. Dave

Vivek R. Dave, Ph.D., President

(Principal Executive Officer and Principal Financial Officer)

XML

Note 3. Other Assets

3 Months Ended

Sep. 30, 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 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 two remaining payments totaling $100,000 were included as liabilities on the Company’s balance sheet and the full agreement amount of $150,000 was impaired to $0 at June 30, 2014. The liability and corresponding impairment loss have been removed from the Company’s consolidated financial statements retroactively due to non-performance by both parties on the second and third installments as of June 30, 2014 (See NOTE 6). Performance did not occur subsequently, 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 September 30, 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 sent a letter to Score notifying 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 agreement. At June 30, 2015, the Company impaired the deposit to $0, and at September 30, 2015, the $25,000 had not been returned.

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Note 2. Going Concern

3 Months Ended

Sep. 30, 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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Consolidated Balance Sheets - USD ($)	Sep. 30, 2015	Jun. 30, 2015
Current Assets
Cash	$ 26,328	$ 50,744
Prepaid expenses	8,236	9,119
Total Current Assets	34,564	59,863
TOTAL ASSETS	34,564	59,863
Current Liabilities:
Accounts Payable	16,083	8,274
Account Payable - Related Party	82,000	57,000
Total Current Liabilities	98,083	65,274
TOTAL LIABILITIES	98,083	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 September 30, 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)	(623,269)	(565,161)
Total Stockholders' Equity (Deficit)	(63,519)	(5,411)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 34,564	$ 59,863

XML

Consolidated Statements of Cash Flows (Parenthetical) - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Supplemental Schedule of Noncash Investing and Financing Activities:
Shares previously issued to a director, vested	250,000
Note payable repaid	$ 0	$ 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	250,000
Shares issued to a director, nonvested	500,000	750,000
Shares cancelled		250,000

XML

Note 6. Restatement (Details) - USD ($)	Sep. 30, 2015	Jun. 30, 2015	Sep. 30, 2014
Due to Allotrope			$ 0
Accumulated deficit	$ (623,269)	$ (565,161)	(25,118)
Scenario Previously Reported [Member]
Due to Allotrope			100,000
Accumulated deficit			(351,118)
Restatement Adjustment [Member]
Due to Allotrope			(100,000)
Accumulated deficit			$ 100,000

XML

Note 1. Summary of Significant Accounting Policies

3 Months Ended

Sep. 30, 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 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 September 30, 2015 and June 30, 2015 and for the three months ended September 30, 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 three months ended September 30, 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 September 30, 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 three months ended September 30, 2015 and 2014, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at September 30, 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.

Organization Expenditures – Organizational expenditures are expensed as incurred for SEC filings, but capitalized and amortized for income tax purposes.

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 September 30, 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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Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 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

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Note 6. Restatement (Tables)

3 Months Ended

Sep. 30, 2015

Equity [Abstract]

Restatement

	Amount as
	Originally			Restatement			Restated
	Filed			Adjustment			Amount
As of September 30, 2014
Due to Allotrope	$	100,000		$	(100,000	)	$	–
Accumulated deficit		(351,118	)		100,000			(251,118	)

XML

Document and Entity Information - shares	3 Months Ended
	Sep. 30, 2015	Nov. 20, 2015
Document And Entity Information
Entity Registrant Name	Knowledge Machine International, Inc.
Entity Central Index Key	0001586372
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	Yes
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		47,625,000
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2015

XML

Note 1. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Accounting Policies [Abstract]
Unrecognized tax benefit	$ 0	$ 0
Impairment loss	$ 0	$ 0

XML

Consolidated Statements of Operations - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Income Statement [Abstract]
Revenue	$ 0	$ 0
EXPENSES:
General and administrative	58,112	65,126
Total Expenses	58,112	65,126
OTHER INCOME (EXPENSE)
Interest Expense	0	(252)
Interest Income	4	86
Total Other Income (Expense)	4	(166)
INCOME (LOSS) BEFORE INCOME TAXES	(58,108)	(65,292)
Current Income Tax Expense	0	0
Deferred Income Tax Expense	0	0
Net Income (Loss)	$ (58,108)	$ (65,292)
Loss per Common Share - Basic and Diluted	$ (0.00)	$ 0.00
Weighted Average Number of Shares Outstanding - Basic and diluted	47,625,000	36,229,620

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Note 6. Restatement

3 Months Ended

Sep. 30, 2015

Note 6. Restatement

Restatement

As explained in NOTE 3 above, in June 2014, the Company entered into a Stock Purchase Agreement with Allotrope Sciences Corporation, a Delaware corporation, to purchase 12% of the total number of shares of Allotrope’s common stock for $150,000 in three installments during the course of June through September 2014. The liability of $100,000 and corresponding impairment loss originally recorded at June 30, 2014 and perpetuated through September 30, 2014 have been removed from the Company’s consolidated financial statements retroactively due to absence of full performance of the original contract at June 30, 2014. Liabilities for the second and third installments were not incurred and corresponding investment assets not realizable at June 30, 2014, but rather were stock purchase commitments requiring disclosure only until performance occurred on the dates specified in the contract. Although the Company did incur the remaining liability totaling $100,000 for the second and third installments at September 30, 2014 pursuant to the terms of the original agreement, the Company never received the accompanying Allotrope shares and other events that gave rise to the agreement’s official rescission on October 14, 2014 existed prior to September 30, 2014. Thus, the rescission qualifies as a recognized subsequent event, which requires removal of the $100,000 liability at September 30, 2014 via restatement.

The table below shows the effects of the September 30, 2014 restatement. Since the impairment loss was originally recorded during the year ended June 30, 2014, only the September 30, 2014 balance sheet is affected by the restatement. There is no change in any statement of operations line items or net loss per share.

	Amount as
	Originally			Restatement			Restated
	Filed			Adjustment			Amount
As of September 30, 2014
Due to Allotrope	$	100,000		$	(100,000	)	$	–
Accumulated deficit		(351,118	)		100,000			(251,118	)

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Note 5. Loss Per Share

3 Months Ended

Sep. 30, 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 September 30, 2015 and 2014:

	Three Months Ended			Three Months Ended
	September 30, 2015			September 30, 2014
Loss from continuing operations available to common stockholders (numerator)	$	(58,108	)	$	(65,292	)
Weighted average number of common shares outstanding used in loss per share during the period (denominator)		47,625,000			36,229,620

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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Note 8. Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Jun. 30, 2015
Related Party Transactions [Abstract]
Consulting fees	$ 30,150	$ 55,013
Accounts payable - related party	57,000		$ 82,000
Repayments - related party	$ 5,150	$ 55,063

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Note 3. Other Assets (Details Narrative) - USD ($)	Sep. 30, 2015	Sep. 30, 2014
Allotrope Sciences [Member]
License agreement deposit		$ 50,000
Score Technologies [Member]
License agreement deposit	$ 25,000

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Note 1. Summary of Significant Accounting Policies (Policies)

3 Months Ended

Sep. 30, 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 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

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 September 30, 2015 and June 30, 2015 and for the three months ended September 30, 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 three months ended September 30, 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 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

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 September 30, 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 three months ended September 30, 2015 and 2014, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at September 30, 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.

Organization Expenditures

Organization Expenditures – Organizational expenditures are expensed as incurred for SEC filings, but capitalized and amortized for income tax purposes.

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 September 30, 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 7. Subsequent Events

3 Months Ended

Sep. 30, 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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Note 8. Related Party Transactions

3 Months Ended

Sep. 30, 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 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 $30,150 with these consultants and made repayments of $5,150 during the three months ended September 30, 2015 (net increase of $25,000), and incurred a total expense of $55,013 with these consultants and made repayments of $55,063 during the three months ended September 30, 2014 (net decrease of $50). Of the expenses incurred, $82,000 and $57,000 were outstanding at September 30, 2015 and June 30, 2015, respectively.

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Note 5. Loss Per Share (Tables)

3 Months Ended

Sep. 30, 2015

Note 5. Loss Per Share Tables

Loss Per Share

	Three Months Ended			Three Months Ended
	September 30, 2015			September 30, 2014
Loss from continuing operations available to common stockholders (numerator)	$	(58,108	)	$	(65,292	)
Weighted average number of common shares outstanding used in loss per share during the period (denominator)		47,625,000			36,229,620

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Note 5. Loss Per Share (Details) - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Earnings Per Share [Abstract]
Loss from continuing operations available to common stockholders (numerator)	$ (58,108)	$ (65,292)
Weighted average number of common shares outstanding used in loss per share during the Period (denominator)	47,625,000	36,229,620

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Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Operating activities:
Net Income (Loss)	$ (58,108)	$ (65,292)
Noncash Expenses:
Stock Compensation	250	3,834
Change in assets and liabilities:
Decrease in Prepaid Expenses	633	0
Increase (Decrease) in Accounts Payable	7,809	(10,717)
Increase (Decrease) in Accounts Payable - Related Party	25,000	(50)
(Decrease) in Accrued Interest	0	(600)
NET CASH USED BY OPERATING ACTIVITIES	(24,416)	(72,825)
Investing activities:
Purchase of Licensing Options	0	(75,000)
(Increase) in Cash in Escrow	0	(700)
NET CASH USED BY INVESTING ACTIVITIES	0	(75,700)
Financing activities:
Increase in Deferred Offering Costs	0	(14,919)
Repayment of Notes Payable	0	(75,000)
NET CASH USED BY FINANCING ACTIVITIES	0	(89,919)
NET CASH DECREASE FOR PERIOD	(24,416)	(238,444)
Cash, beginning of period	50,744	461,285
Cash, end of period	26,328	222,841
Supplemental disclosure of cash flow information:
Cash paid during the period Interest	80	852
Cash paid during the period Taxes	$ 0	$ 0

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Note 4. Stockholders' Equity

3 Months Ended

Sep. 30, 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 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 September 30, 2015.

On July 29, 2014, $575,000 of convertible notes payable was 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 September 30, 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 affect 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 September 30, 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 September 30, 2015 (500,000 unvested shares) increased prepaid expenses by $500.

As of September 30, 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 September 30, 2015.

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Note 4. Stockholders' Equity (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Common stock issued in extinguishment of debt, shares			2,875,000
Common stock issued in extinguishment of debt, value			$ 575,000
Stock split information			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
Science Advisory Board
Common stock issued for services, shares				11,500,000
Stock vested, shares		3,666,667
Shares unvested, shares	3,834,334			7,668,001
Shares unvested, value	$ 3,834			$ 7,668
Common stock cancelled, shares		167,000
Director
Shares unvested, shares	750,000
Shares unvested, value	$ 750
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
Common Stock
Common stock issued in extinguishment of debt, value			$ 2,875
Additional Paid-In Capital
Common stock issued in extinguishment of debt, value			$ 572,125
Reorganization
Reorganization, shares			1,000,000