Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Dec. 31, 2014 | Feb. 17, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Knowledge Machine International, Inc. | |
Entity Central Index Key | 1586372 | |
Document Type | 10-Q | |
Document Period End Date | 31-Dec-14 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -24 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
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 | Q2 | |
Document Fiscal Year Focus | 2015 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
Current Assets | ||
Cash | $154,417 | $461,285 |
Total Current Assets | 154,417 | 461,285 |
Other Assets | ||
Cash in Escrow | 0 | 50,000 |
Deferred Stock Offering Costs | 14,919 | 0 |
License Agreement Option | 25,000 | 0 |
License Agreement Deposit | 50,000 | 0 |
Total Other Assets | 89,919 | 50,000 |
TOTAL ASSETS | 244,336 | 511,285 |
Current Liabilities: | ||
Accounts Payable | 33,760 | 20,179 |
Accrued Interest Payable | 0 | 600 |
Notes Payable - Convertible | 0 | 650,000 |
Due to Allotrope | 0 | 100,000 |
Total Current Liabilities | 33,760 | 770,779 |
TOTAL LIABILITIES | 33,760 | 770,779 |
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 43,040,666 outstanding at Decmber 31, 2014 34,000,000 issued and 26,331,999 outstanding at June 30, 2014 | 47,625 | 34,000 |
Additional Paid In Capital | 512,125 | 0 |
Less Deferred Compensation 4,584,334 and 7,668,001 common shares, respectively | -4,584 | -7,668 |
Retained Earnings (Deficit) | -344,590 | -285,826 |
Total Stockholders' Equity (Deficit) | 210,576 | -259,494 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $244,336 | $511,285 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value | $0.00 | $0.00 |
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 | $0.00 | $0.00 |
Common stock, Authorized | 200,000,000 | 200,000,000 |
Common stock, Issued | 47,625,000 | 34,000,000 |
Common stock, outstanding | 43,040,666 | 26,331,999 |
Deferred compensation shares | 4,584,334 | 7,668,001 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Revenue | $0 | $0 | $0 |
EXPENSES: | |||
General and administrative | 0 | 93,515 | 154,807 |
Non-cash Stock Compensation | 0 | 0 | 3,834 |
Total Expenses | 0 | 93,515 | 158,641 |
OTHER INCOME (EXPENSE) | |||
Interest Expense | 0 | 0 | -252 |
Interest Income | 0 | 43 | 129 |
Total Other Income (Expense) | 0 | 43 | -123 |
INCOME (LOSS) BEFORE INCOME TAXES | 0 | -93,472 | -158,764 |
Current Income Tax Expense | 0 | 0 | 0 |
Deferred Income Tax Expense | 0 | 0 | 0 |
Net Income (loss) | $0 | ($93,472) | ($158,764) |
Loss per Common Share - Basic and diluted | $0 | $0 | $0 |
Weighted Average Number of Shares Outstanding - Basic and diluted | 0 | 43,375,000 | 39,802,310 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 1 Months Ended | 6 Months Ended |
Dec. 31, 2013 | Dec. 31, 2014 | |
Operating activities: | ||
Net Income (Loss) | $0 | ($158,764) |
Noncash Expenses: | ||
Stock Compensation | 0 | 3,834 |
Change in assets and liabilities: | ||
Decrease in Cash in Escrow | 0 | -50,000 |
Increase in Accounts Payable | 0 | 13,581 |
Decrease in Accrued Interest | 0 | -600 |
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES | 0 | -191,949 |
Investing activities: | ||
Purchase of Option of License Agreement with Score | 0 | -25,000 |
Deposit towards License Agreement with Score | 0 | -50,000 |
NET CASH (USED) BY INVESTING ACTIVITIES | 0 | -75,000 |
Financing activities: | ||
Repayment of Notes Payable | 0 | -75,000 |
Reorganization of the Company and Issuance of Stock | 0 | 50,000 |
Increase in Deferred Stock Offering Costs | 0 | -14,919 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 0 | -39,919 |
NET CASH INCREASE (DECREASE) FOR PERIOD | 0 | -306,868 |
Cash, beginning of period | 0 | 461,285 |
Cash, end of period | 0 | 154,417 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period Interest | 0 | 852 |
Cash paid during the period Taxes | $0 | $0 |
Note_1_Summary_of_Significant_
Note 1. Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Nature of Business – Knowledge Machine, Inc. is a Nevada corporation (the “Company”), incorporated December 12, 2013. |
The Company is a technology company which intends to focus on new technologies, acquiring licensing rights to those technologies, and marketing its licensed technology. The Company seeks to create a portfolio of technologies to change the method of technology transfer and technology startups involving licensing of intellectual property. The Company intends to introduce tools and processes that management believes would remove various biases, blind spots, and cultural pathologies and make commercialization of technology a more systematic and process-driven approach. The Company intends to acquire intellectual property and marketing and sales rights to these technologies and then develop these companies through partnership or joint venture arrangements. Additionally, it is intended that the Company’s Science Advisory Board will help mitigate technical, marketing, and financial risks of the Company. | |
In October 2014, the Company entered into and closed a stock purchase agreement wherein the shareholders of the Company became the controlling shareholders of a public company, Songbird Development Inc. The Company has assumed the public reporting obligations of the public company. | |
Basis of Presentation – The accompanying financial statements have been prepared by the Company in accordance with Article 8 of U.S. Securities and Exchange Commission Regulation S-X. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at December 31 and June 30, 2014 and for the three months and six months ended December 31, 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, 2014 audited financial statements and notes thereto. The results of operations for the period ended December 31, 2014 are not necessarily indicative of the operating results for the full year. | |
Property and Equipment – Property and equipment are stated at cost. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized upon being placed in service. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated life has been determined to be three years unless a unique circumstance exists, which is then fully documented as an exception to the policy. | |
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, payables, and notes payable. The carrying amount of cash and payables approximates fair value because of the short-term nature of these items. The carrying amount of notes payable approximates fair value as the individual borrowings bear interest at market interest rates and are also short-term in nature. | |
Income Taxes – The Company accounts for income taxes in accordance with ASC Topic No. 740, “Accounting for Income Taxes.” | |
The Company adopted the provisions of ASC Topic No. 740, “Accounting for Income Taxes,” at the date of inception on December 12, 2013. As a result of the implementation of ASC Topic No. 740, the Company recognized no increase in the liability for unrecognized tax benefits. | |
The Company has no tax positions at December 31, 2014 and June 30, 2014 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 period ended December 31, 2014, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at June 30, 2014 or December 31, 2014. 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.” | |
Accounts Receivable and Allowance for Doubtful Accounts – Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts. The Company determines the allowance for doubtful accounts by identifying potential troubled accounts and by using historical experience and future expectations applied to an aging of accounts. Trade accounts receivable are written off when deemed uncollectible. Recoveries of trade accounts receivable previously written off are recorded as income when received. The allowance for doubtful accounts at December 31, 2014 and June 30, 2014 was $0 and $0 respectively. | |
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. 2014-16 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 a 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 Securities Exchange Commission (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 period ended December 31, 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. | |
Revenue Recognition – The Company’s revenue is derived primarily from providing services under contractual agreements. The Company recognizes revenue in accordance with ASC Topic No. 605 based on the following criteria: Persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. | |
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. |
Note_2_Going_Concern
Note 2. Going Concern | 6 Months Ended |
Dec. 31, 2014 | |
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. |
Note_3_Cost_Method_Investments
Note 3. Cost Method Investments | 6 Months Ended |
Dec. 31, 2014 | |
Investments, Debt and Equity Securities [Abstract] | |
Cost Method Investments | Allotrope Sciences Corporation |
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. Three payments of $50,000 each were due within 10, 30 and 90 business days of the signing of the agreement on June 23, 2014. The first payment of $50,000 was made prior to June 30, 2014. The two remaining payments totaling $100,000 were included as a liability on the Company’s balance sheet at September 30, 2014. On October 14, 2014, the Company and Allotrope rescinded the original agreement and the liability was removed from the Company’s balance sheet. 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. The investment in Allotrope is carried on the cost method. | |
Score Technologies, Inc. | |
On July 8, 2014, the Company entered into an agreement with Score Technologies, Inc. for the purchase of 100,000 shares of stock in consideration of $50,000. On August 4, 2014, the agreement was subsequently cancelled and rescinded retroactively. The $50,000 payment made pursuant to the agreement is being held as a deposit towards partial payment on any future license agreements entered into between the Company and Score. In addition, 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. |
Note_4_Stockholders_Equity
Note 4. Stockholders' Equity | 6 Months Ended |
Dec. 31, 2014 | |
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) remain unvested and are reflected as deferred compensation as of June 30, 2014. On August 13, 2014, 250,000 shares previously issued to a Science Advisory Board member were cancelled. 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 deferred compensation as of December 31, 2014. | |
On July 29, 2014, $575,000 of convertible notes payable were converted to common stock at a rate of five shares of stock per $1.00 (shares valued at $0.20 per share). A total of 2,875,000 shares of common stock were issued as part of the conversions. 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 and 750,000 (valued at $750) remain unvested. 250,000 shares will vest each year on August 25 in 2015, 2016 and 2017 as long as individual remains as a Director of the Company. | |
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 one for ten forward stock split occurred, resulting in an additional 9,000,000 shares being issued. The split has been retroactively applied to all periods presented. | |
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 deferred compensation by $7,668. During the three months ended September 30, 2014, 167,000 of the unvested shares were cancelled, and an additional 3,666,667 shares vested. The unvested number of shares at December 31, 2014 is 3,834,334, representing deferred compensation of $3,834. | |
During the three months ended September 30, 2014, 1,000,000 shares of common stock were issued to a Director at $0.001 per share. The unvested portion of the shares at December 31, 2014 (750,000 unvested shares) increased deferred compensation by $750. | |
As of December 31, 2014, the balance of unvested compensation cost expected to be recognized is $4,584 and is recorded as a reduction of stockholders’ equity. The unvested compensation is expected to be recognized over the weighted average period of approximately three years (through August 25, 2017). | |
Preferred Stock | |
The Company is authorized to issue 1,000,000 shares of preferred stock, $0.001 par value. There were none issued and outstanding at December 31, 2014. |
Note_5_Loss_Per_Share
Note 5. Loss Per Share | 6 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
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 three and six months ended December 31, 2014: | ||||||||
3 Months Ended | 6 Months Ended | ||||||||
12/31/14 | 12/31/14 | ||||||||
Loss from continuing operations available to common stockholders (numerator) | $ | (93,472 | ) | $ | (158,764 | ) | |||
Weighted average number of common shares outstanding used in loss per share during the Period (denominator) | 43,375,000 | 39,802,310 | |||||||
Dilutive loss per share was not presented as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share or its effect is anti-dilutive. |
Note_6_Subsequent_Events
Note 6. Subsequent Events | 6 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | 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. |
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there are no additional items to disclose. |
Note_7_Recent_Accounting_Prono
Note 7. Recent Accounting Pronouncements | 6 Months Ended |
Dec. 31, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders’ equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements. |
Note_1_Summary_of_Significant_1
Note 1. Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business – Knowledge Machine, 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 December 31 and June 30, 2014 and for the three months and six months ended December 31, 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, 2014 audited financial statements and notes thereto. The results of operations for the period ended December 31, 2014 are not necessarily indicative of the operating results for the full year. |
Property, Plant and Equipment | Property and Equipment – Property and equipment are stated at cost. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized upon being placed in service. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated life has been determined to be three years unless a unique circumstance exists, which is then fully documented as an exception to the policy. |
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, payables, and notes payable. The carrying amount of cash and payables approximates fair value because of the short-term nature of these items. The carrying amount of notes payable approximates fair value as the individual borrowings bear interest at market interest rates and are also short-term in nature. | |
Income Taxes | Income Taxes – The Company accounts for income taxes in accordance with ASC Topic No. 740, “Accounting for Income Taxes.” |
The Company adopted the provisions of ASC Topic No. 740, “Accounting for Income Taxes,” at the date of inception on December 12, 2013. As a result of the implementation of ASC Topic No. 740, the Company recognized no increase in the liability for unrecognized tax benefits. | |
The Company has no tax positions at December 31, 2014 and June 30, 2014 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 period ended December 31, 2014, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at June 30, 2014 or December 31, 2014. 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.” |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts – Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts. The Company determines the allowance for doubtful accounts by identifying potential troubled accounts and by using historical experience and future expectations applied to an aging of accounts. Trade accounts receivable are written off when deemed uncollectible. Recoveries of trade accounts receivable previously written off are recorded as income when received. The allowance for doubtful accounts at December 31, 2014 and June 30, 2014 was $0 and $0 respectively. |
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. 2014-16 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 a 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 Securities Exchange Commission (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 period ended December 31, 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. |
Revenue Recognition | Revenue Recognition – The Company’s revenue is derived primarily from providing services under contractual agreements. The Company recognizes revenue in accordance with ASC Topic No. 605 based on the following criteria: Persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. |
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. |
Note_5_Loss_Per_Share_Tables
Note 5. Loss Per Share (Tables) | 6 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Note 5. Loss Per Share Tables | |||||||||
Loss Per Share | 3 Months Ended | 6 Months Ended | |||||||
12/31/14 | 12/31/14 | ||||||||
Loss from continuing operations available to common stockholders (numerator) | $ | (93,472 | ) | $ | (158,764 | ) | |||
Weighted average number of common shares outstanding used in loss per share during the Period (denominator) | 43,375,000 | 39,802,310 |
Note_1_Summary_of_Significant_2
Note 1. Summary of Significant Accounting Policies (Details) (Songbird Development Inc.) | 9 Months Ended |
Apr. 30, 2014 | |
Equipment [Member] | |
Estimated useful life of property and equipment | 5-15 years |
Building [Member] | |
Estimated useful life of property and equipment | 40 years |
Note_1_Summary_of_Significant_3
Note 1. Summary of Significant Accounting Policies (Details Narrative) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
Accounting Policies [Abstract] | ||
Allowance for Doubtful Accounts | $0 | $0 |
Note_3_Cost_Method_Investments1
Note 3. Cost Method Investments (Details Narrative) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2014 | |
License agreement deposit | $0 | $50,000 |
License Agreement Option | 0 | 25,000 |
Allotrope Sciences [Member] | ||
License agreement deposit | 50,000 | |
Impairment on investment | 150,000 | |
Score Technologies [Member] | ||
License agreement deposit | 50,000 | |
License Agreement Option | $25,000 |
Note_4_Stockholders_Equity_Det
Note 4. Stockholdersb Equity (Details Narrative) (USD $) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Jun. 30, 2014 | |
Stock sold, shares issued | 22,500,000 | |
Stock issued to officers and investors, value | $22,500 | |
Stock issued for compensation, shares issued | 11,500,000 | |
Stock issued for compensation, value | 11,500 | |
Stock vested during period, shares | 3,666,667 | 3,831,999 |
Stock vested during period, value | 3,667 | 3,832 |
Shares cancelled | 250,000 | |
Shares outstanding and not vested, shares | 3,834,334 | 7,668,001 |
Shares outstanding and not vested, value | 3,843 | 7,668 |
Convertible notes payable converted to stock, amount converted | 575,000 | |
Convertible notes payable converted to stock, stock issued | 2,875,000 | |
Stock issued on conversion of debt, value | 2,875 | |
Additional paid in capital from conversion of debt | 572,125 | |
Stock issued for reorganization, shares issued | 1,000,000 | |
Stock split | 1:10 forward stock split | |
Increase in shares issued due to stock split | 9,000,000 | |
Deferred compensation cost expected to be recognized | 4,584 | |
Deferred compensation cost expected to be recognized in a period of | 3 years | |
Director | ||
Stock issued for compensation, shares issued | 1,000,000 | |
Stock issued for compensation, value | 1,000 | |
Stock vested during period, shares | 250,000 | |
Stock vested during period, value | $250 | |
Shares outstanding and not vested, shares | 750,000 |
Note_5_Loss_Per_Share_Details
Note 5. Loss Per Share (Details) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||
Loss from continuing operations available to common stockholders (numerator) | $0 | ($93,472) | ($158,764) |
Weighted average number of common shares outstanding used in loss per share during the Period (denominator) | 0 | 43,375,000 | 39,802,310 |