Dthera Sciences (DTHR) 10-K 13 Oct 15 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Jun. 30, 2015	Oct. 13, 2015	Dec. 31, 2014
Document And Entity Information
Entity Registrant Name	Knowledge Machine International, Inc.
Entity Central Index Key	1,586,372
Document Type	10-K
Document Period End Date	Jun. 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	FY
Document Fiscal Year Focus	2,015
Entity Public Float			$ 0

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Jun. 30, 2015	Jun. 30, 2014
Current Assets
Cash	$ 50,744	$ 461,285
Prepaid Insurance	4,535	0
Total Current Assets	55,279	461,285
Other Assets
Cash in Escrow	0	50,000
Total Other Assets	0	50,000
TOTAL ASSETS	55,279	511,285
Current Liabilities:
Accounts Payable	8,274	11,379
Account Payable - Related Party	57,000	8,800
Accrued Interest Payable	0	600
Notes Payable - Convertible	0	650,000
Total Current Liabilities	65,274	670,779
TOTAL LIABILITIES	65,274	670,779
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 June 30, 2015; 43,000,000 issued and 35,331,999 outstanding at June 30, 2014	47,625	43,000
Additional Paid In Capital	512,125	(9,000)
Less Deferred Compensation 4,584,334 and 7,668,001 common shares, respectively	(4,584)	(7,668)
Accumulated Deficit	(565,161)	(185,826)
Total Stockholders' Equity (Deficit)	(9,995)	(159,494)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 55,279	$ 511,285

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2015	Jun. 30, 2014
STOCKHOLDERS' DEFICIT
Preferred stock, par value	$ 0.001	$ 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	$ 0.001	$ 0.001
Common stock, Authorized	200,000,000	200,000,000
Common stock, Issued	47,625,000	43,000,000
Common stock, outstanding	43,040,666	35,331,999
Deferred compensation shares	4,584,334	7,668,001

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	7 Months Ended	12 Months Ended
	Jun. 30, 2014	Jun. 30, 2015
Income Statement [Abstract]
Revenue	$ 0	$ 0
EXPENSES:
General and administrative	135,536	304,250
Total Expenses	135,536	304,250
OTHER INCOME (EXPENSE)
Interest Expense	(600)	(252)
Interest Income	310	167
Impairment Loss	(50,000)	(75,000)
Total Other Income (Expense)	(50,290)	(75,085)
INCOME (LOSS) BEFORE INCOME TAXES	(185,826)	(379,335)
Current Income Tax Expense	0	0
Deferred Income Tax Expense	0	0
Net Income (Loss)	$ (185,826)	$ (379,335)
Loss per Common Share - Basic and Diluted	$ (.01)	$ (.01)
Weighted Average Number of Shares Outstanding - Basic and diluted	22,058,540	46,960,959

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Equity (Deficit) - USD ($)	Common Stock	Additional Paid-In Capital	Deferred Compensation	Accumulated Deficit	Total
Beginning balance, shares at Dec. 11, 2013	9,000,000
Beginning balance, value at Dec. 11, 2013	$ 9,000	$ (9,000)
Common stock issued for cash, shares	22,500,000
Common stock issued for cash, value	$ 22,500				$ 22,500
Common stock issued for services, shares	11,500,000
Common stock issued for services, value	$ 11,500		$ (7,668)		3,832
Net loss				$ (185,826)	(185,826)
Ending balance, shares at Jun. 30, 2014	43,000,000
Ending balance, value at Jun. 30, 2014	$ 43,000	(9,000)	(7,668)	(185,826)	(159,494)
Common stock cancelled, shares	(250,000)
Common stock cancelled, value	$ (250)		167		(83)
Common stock vested			3,667		3,667
Common stock issued in extinguishment of debt, shares	2,875,000
Common stock issued in extinguishment of debt, value	$ 2,875	572,125			575,000
Common stock issued for services, shares	1,000,000
Common stock issued for services, value	$ 1,000		(750)		250
Reorganization, shares	1,000,000
Reorganization, value	$ 1,000	(51,000)			(50,000)
Net loss				(379,335)	(379,335)
Ending balance, shares at Jun. 30, 2015	47,625,000
Ending balance, value at Jun. 30, 2015	$ 47,625	$ 512,125	$ (4,584)	$ (565,161)	$ (9,995)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	7 Months Ended	12 Months Ended
	Jun. 30, 2014	Jun. 30, 2015
Operating activities:
Net Income (Loss)	$ (185,826)	$ (379,335)
Noncash Expenses:
Stock Compensation	3,832	3,834
Impairment Loss	50,000	75,000
Change in assets and liabilities:
(Increase) in Prepaid Expenses	0	(4,535)
Increase (Decrease) in Accounts Payable	11,379	(3,105)
Increase in Accounts Payable - Related Party	8,800	48,200
Increase (Decrease) in Accrued Interest	600	(600)
NET CASH USED BY OPERATING ACTIVITIES	(111,215)	(260,541)
Investing activities:
Purchase of Licensing Options	0	(75,000)
Increase in Cash in Escrow	(50,000)	0
Purchase of Equity Investment	(50,000)	0
NET CASH USED BY INVESTING ACTIVITIES	(100,000)	(75,000)
Financing activities:
Repayment of Notes Payable	0	(75,000)
Proceeds from Stock Issuance	22,500	0
Proceeds from Notes Payable	650,000	0
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES	672,500	(75,000)
NET CASH INCREASE (DECREASE) FOR PERIOD	461,285	(410,541)
Cash, beginning of period	0	461,285
Cash, end of period	461,285	50,744
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	12 Months Ended
	Jun. 30, 2015
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Nature of Business – 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 Fair Value of Financial Instruments 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 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 June 30, 2015 or 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 year ended June 30, 2015, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at June 30, 2015 or 2014. All tax years starting with 2013 are open for examination. Stock Based Compensation 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 – Long-Lived and Intangible Assets – Recently Enacted Accounting Standards 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 Concentration of Credit Risk Organization Expenditures Cost Method Investments 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 June 30, 2014, an impairment loss of $50,000 was recorded. Accounting Estimates Deferred Stock Offering Costs

Note 2. Going Concern

Note 2. Going Concern	12 Months Ended
	Jun. 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.

Note 3. Other Assets

Note 3. Other Assets	12 Months Ended
	Jun. 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 8). 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. As of June 30, 2015, the two parties have not entered into a license agreement and the cash has not been returned, and the Company has determined the deposit to be impaired to $0. 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 $25,000 has not been returned and the Company has determined the deposit to be impaired to $0.

Note 4. Convertible Notes Payab

Note 4. Convertible Notes Payable	12 Months Ended
	Jun. 30, 2015
Debt Disclosure [Abstract]
Convertible Notes Payable	There were no notes payable outstanding at June 30, 2015. Notes payable consisted of the following at June 30, 2014: Note payable to Marietta Dermatology PSP FBO Myles Jerdan, with an annual interest rate of 0.28%, unsecured with interest accruing monthly and the principle balance due July 31, 2014, subsequently extinguished via issuance of common stock. $ 125,000 Note payable to Ruben Azrak and Victor Azrak, with an annual interest rate of 0.30%, unsecured with interest accruing monthly and the principle balance due July 31, 2014, subsequently $75,000 was repaid and $75,000 was extinguished via issuance of common stock. 150,000 Note payable to Jonathan Rahn, with an annual interest rate of 0.30%, unsecured with interest accruing monthly and the principle balance due July 31, 2014, subsequently extinguished via issuance of common stock. 50,000 Note payable to Shawn Henry German, with an annual interest rate of 0.28%, unsecured with interest accruing monthly and the principle balance due July 31, 2014, subsequently extinguished via issuance of common stock. 50,000 Note payable to Sam Esses, with an annual interest rate of 0.30%, unsecured with interest accruing monthly and the principle balance due July 31, 2014, subsequently extinguished via issuance of common stock. 75,000 Note payable to Seymore Rubin and Mark Rubin, with an annual interest rate of 0.30%, unsecured with interest accruing monthly and the principle balance due July 31, 2014, subsequently extinguished via issuance of common stock. 200,000 Total 650,000 Less current notes payable (650,000 ) Long-term notes payable $ – The above notes payable were issued on various dates between February and April 2014 with maturity dates ranging from May 31 to June 30, 2014. The original conversion terms required automatic conversion in the event of a “Qualified Financing,” whereby the Company would receive gross proceeds in excess of $2,000,000 for issuance of “QF Conversion Securities.” Stated conversion rate would be 80% of the purchase price per share of the QF Conversion Securities paid by the investors in the Qualified Financing. On April 10, 2014, the notes payable were amended to extend maturity dates to June 30, 2014 and reduce the Qualified Financing amount to $1,300,000. On May 29, 2014, a second amendment was made to the notes extending the maturity dates to July 31, 2014 and requiring the Company to issue convertible preferred stock in a Qualified Financing to induce conversion. On July 25, 2014, the third and final amendment was made extending the maturity dates to August 1, 2014 and allowing conversion at any time at $.20 per share via mutual agreement for partial or full satisfaction of the notes. On July 29, 2015, the Noteholders issued conversion notices to the Company requesting repayment of $75,000 (see Azrak note payable above) and conversion of $575,000 at $.20 per share, resulting in the issuance of 2,875,000 shares of common stock. Accrued interest on the notes totaling $852 was repaid to the Noteholders. Since the conversion terms were modified substantially from the original notes payable via amendments, the satisfaction of the notes via issuance of stock is deemed an extinguishment of debt, rather than a true conversion. The noteholders as a group were considered related entities in that they owned a combined 6.7% of the Company’s common stock prior to the extinguishment and 12.6% subsequently, and as such the difference between the notes’ carrying value and fair market value of the stock issued of $572,125 has been recorded in additional paid-in capital, rather than gain on extinguishment of debt.

Note 5. Income Taxes

Note 5. Income Taxes	12 Months Ended
	Jun. 30, 2015
Income Tax Disclosure [Abstract]
Income Taxes	The Company accounts for income taxes in accordance with ASC Topic No. 740. This standard requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards. The Company has available at June 30, 2015 and 2014, unused operating loss carryforwards of approximately $565,161 and $185,826, respectively, which may be applied against future taxable income and which expire in various years through 2034. However, if certain substantial changes in the Company’s ownership should occur, there could be an annual limitation on the amount of net operating loss carryforward which can be utilized. The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the loss carryforwards, the Company has established a valuation allowance equal to the tax effect of the loss carryfowards of approximately $64,615 and $18,965 at June 30, 2015 and 2014, respectively, and therefore, no deferred tax asset has been recognized for the loss carryforwards. The change in the valuation allowance is approximately $45,650 and $18,965, respectively, for the periods ended June 30, 2015 and 2014. Deferred tax assets are comprised of the following: 2015 2014 Deferred tax assets: NOL carryover 84,774 $ 27,874 Organization Expense (1,409 ) (1,409 ) Impairment Loss (18,750 ) (7,500 ) Valuation allowance (64,615 ) (18,965 ) Net deferred tax asset $ – $ –

Note 6. Stockholders' Equity

Note 6. Stockholders' Equity	12 Months Ended
	Jun. 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 deferred compensation 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 deferred compensation as of June 30, 2015. On July 29, 2014, $575,000 of convertible notes payable were extinguished via issuance of 2,875,000 shares of common stock at a rate of $0.20 per share. The shares were recorded at $0.001, or $2,875. The balance of $572,125 was recorded as additional paid in capital (see NOTE 4). 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 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 ten-for-one forward stock split occurred on 1,000,000 shares of Songbird Development, Inc. acquired in the reverse merger and reorganization (see NOTE 1), resulting in an additional 9,000,000 shares being issued. The split has been retroactively applied to all periods presented and does not effect any of the stock issuances described above. Deferred Compensation During the period ended June 30, 2014, 11,500,000 shares of common stock were issued to the Company’s Science Advisory Board members at $0.001 per share. The unvested portion of the shares at June 30, 2014 (7,668,001 unvested shares) increased 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 June 30, 2015 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 June 30, 2015 (750,000 unvested shares) increased deferred compensation by $750. As of June 30, 2015, 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 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 June 30, 2015.

Note 7. Loss Per Share

Note 7. Loss Per Share	12 Months Ended
	Jun. 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 June 30, 2015 and 2014: Period from December 12, 2013 Year Ended (Inception) through June 30, 2015 June 30, 2014 Loss from continuing operations available to common stockholders (numerator) $ (379,335 ) $ (185,826 ) Weighted average number of common shares outstanding used in loss per share during the period (denominator) 46,960,959 22,058,540 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 8. Restatement

Note 8. Restatement	12 Months Ended
	Jun. 30, 2015
Note 8. 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 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. The table below shows the effects of the June 30, 2014 restatement. Amount as Originally Restatement Restated Filed Adjustment Amount As of June 30, 2014 Due to Allotrope $ 100,000 $ (100,000 ) $ – Accumulated deficit (285,826 ) 100,000 (185,826 ) Year Ended June 30, 2014 Impairment Loss 150,000 (100,000 ) 50,000 Total Expenses 285,536 (100,000 ) 185,536 Net Loss 285,826 (100,000 ) 185,826 Net Loss Per Share $ 0.013 $ (0.0045 ) $ 0.0085 Weighted Average Shares 22,058,540 22,058,540

Note 9. Subsequent Events

Note 9. Subsequent Events	12 Months Ended
	Jun. 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.

Note 10. Related Party Transact

Note 10. Related Party Transactions	12 Months Ended
	Jun. 30, 2015
Related Party Transactions [Abstract]
Note 10. 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 $116,450 and $49,375 with these consultants during the year ended June 30, 2015 and the period of December 12, 2013 (inception) to June 30, 2014, respectively, of which $57,000 and $8,800 were outstanding at June 30, 2015 and 2014, respectively. In June 2014, the Company purchased an equity investment in Allotrope Sciences Corporation, a company controlled by the Company’s President and CEO (see NOTE 3).

Note 1. Summary of Significan17

Note 1. Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Jun. 30, 2015
Accounting Policies [Abstract]
Nature of Business	Nature of Business – 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
Property, Plant and Equipment	Property and Equipment –
Fair Value of Financial Instruments	Fair Value of Financial Instruments 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 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 June 30, 2015 or 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 year ended June 30, 2015, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at June 30, 2015 or 2014. All tax years starting with 2013 are open for examination.
Stock Based Compensation	Stock Based Compensation 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 –
Long-Lived and Intangible Assets	Long-Lived and Intangible Assets –
Recently Enacted Accounting Standards	Recently Enacted Accounting Standards 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
Concentration of Credit Risk:	Concentration of Credit Risk
Organization Expenditures	Organization Expenditures
Cost Method Investments	Cost Method Investments 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 June 30, 2014, an impairment loss of $50,000 was recorded.
Accounting Estimates	Accounting Estimates
Deferred Stock Offering Costs	Deferred Stock Offering Costs

Note 4. Convertible Notes Pay18

Note 4. Convertible Notes Payable (Tables)	12 Months Ended
	Jun. 30, 2015
Debt Disclosure [Abstract]
Convertible notes payable	Note payable to Marietta Dermatology PSP FBO Myles Jerdan, with an annual interest rate of 0.28%, unsecured with interest accruing monthly and the principle balance due July 31, 2014, subsequently extinguished via issuance of common stock. $ 125,000 Note payable to Ruben Azrak and Victor Azrak, with an annual interest rate of 0.30%, unsecured with interest accruing monthly and the principle balance due July 31, 2014, subsequently $75,000 was repaid and $75,000 was extinguished via issuance of common stock. 150,000 Note payable to Jonathan Rahn, with an annual interest rate of 0.30%, unsecured with interest accruing monthly and the principle balance due July 31, 2014, subsequently extinguished via issuance of common stock. 50,000 Note payable to Shawn Henry German, with an annual interest rate of 0.28%, unsecured with interest accruing monthly and the principle balance due July 31, 2014, subsequently extinguished via issuance of common stock. 50,000 Note payable to Sam Esses, with an annual interest rate of 0.30%, unsecured with interest accruing monthly and the principle balance due July 31, 2014, subsequently extinguished via issuance of common stock. 75,000 Note payable to Seymore Rubin and Mark Rubin, with an annual interest rate of 0.30%, unsecured with interest accruing monthly and the principle balance due July 31, 2014, subsequently extinguished via issuance of common stock. 200,000 Total 650,000 Less current notes payable (650,000 ) Long-term notes payable $ –

Note 5. Income Taxes (Tables)

Note 5. Income Taxes (Tables)	12 Months Ended
	Jun. 30, 2015
Income Tax Disclosure [Abstract]
Deferred tax assets	2015 2014 Deferred tax assets: NOL carryover 84,774 $ 27,874 Organization Expense (1,409 ) (1,409 ) Impairment Loss (18,750 ) (7,500 ) Valuation allowance (64,615 ) (18,965 ) Net deferred tax asset $ – $ –

Note 7. Loss Per Share (Tables)

Note 7. Loss Per Share (Tables)	12 Months Ended
	Jun. 30, 2015
Note 7. Loss Per Share Tables
Loss Per Share	Period from December 12, 2013 Year Ended (Inception) through June 30, 2015 June 30, 2014 Loss from continuing operations available to common stockholders (numerator) $ (379,335 ) $ (185,826 ) Weighted average number of common shares outstanding used in loss per share during the period (denominator) 46,960,959 22,058,540

Note 8. Restatement (Tables)

Note 8. Restatement (Tables)	12 Months Ended
	Jun. 30, 2015
Equity [Abstract]
Restatement	Amount as Originally Restatement Restated Filed Adjustment Amount As of June 30, 2014 Due to Allotrope $ 100,000 $ (100,000 ) $ – Accumulated deficit (285,826 ) 100,000 (185,826 ) Year Ended June 30, 2014 Impairment Loss 150,000 (100,000 ) 50,000 Total Expenses 285,536 (100,000 ) 185,536 Net Loss 285,826 (100,000 ) 185,826 Net Loss Per Share $ 0.013 $ (0.0045 ) $ 0.0085 Weighted Average Shares 22,058,540 22,058,540

Note 1. Summary of Significan22

Note 1. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	7 Months Ended	12 Months Ended
	Jun. 30, 2014	Jun. 30, 2015
Accounting Policies [Abstract]
Unrecognized tax benefit	$ 0	$ 0
Impairment loss	$ 50,000	$ 75,000

Note 3. Other Assets (Details N

Note 3. Other Assets (Details Narrative) - USD ($)	12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Allotrope Sciences [Member]
License agreement deposit		$ 50,000
Impairment on investment		$ 150,000
Score Technologies [Member]
License agreement deposit	$ 75,000
Impairment on investment	$ 75,000

Note 4. Convertible Notes Pay24

Note 4. Convertible Notes Payable (Details) - USD ($)	Jun. 30, 2015	Jun. 30, 2014
Note payable		$ 650,000
Less: Current portion	$ 0	(650,000)
Long-term notes payable		0
Note 1
Note payable		125,000
Note 2
Note payable		150,000
Note 3
Note payable		50,000
Note 4
Note payable		50,000
Note 5
Note payable		75,000
Note 6
Note payable		$ 200,000

Note 4. Convertible Notes Pay25

Note 4. Convertible Notes Payable (Details Narrative) - USD ($)	7 Months Ended	12 Months Ended
	Jun. 30, 2014	Jun. 30, 2015
Common stock issued in extinguishment of debt, value		$ 575,000
Accrued interest paid	$ 0	$ 852
Convertible Notes Payable [Member]
Common stock issued in extinguishment of debt, shares		2,875,000
Common stock issued in extinguishment of debt, value		$ 575,000
Accrued interest paid		852
Additional paid in capital from extinguishment of debt		$ 572,125

Note 5. Income Taxes (Details)

Note 5. Income Taxes (Details) - USD ($)	Jun. 30, 2015	Jun. 30, 2014
Deferred tax assets:
NOL carryover	$ 84,774	$ 27,874
Organization Expense	(1,409)	(1,409)
Impairment Loss	(18,750)	(7,500)
Valuation allowance	(64,615)	(18,965)
Net deferred tax asset	$ 0	$ 0

Note 5. Income Taxes (Details N

Note 5. Income Taxes (Details Narrative) - USD ($)	7 Months Ended	12 Months Ended
	Jun. 30, 2014	Jun. 30, 2015
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 185,826	$ 565,161
Operating loss carryforward expiration date		Dec. 31, 2034
Change in valuation allowance	$ 18,965	$ 45,650

Note 6. Stockholders' Equity (D

Note 6. Stockholders' Equity (Details Narrative) - USD ($)	7 Months Ended	12 Months Ended
	Jun. 30, 2014	Jun. 30, 2015
Common stock issued for cash, value	$ 22,500
Common stock issued for services, value	3,832	$ 250
Common stock cancelled, value		(83)
Common stock issued in extinguishment of debt, value		575,000
Reorganization, value		$ (50,000)
Stock split information		On November 10, 2014, a ten-for-one forward stock split occurred on 1,000,000 shares of Songbird Development, Inc.
Deferred compensation expense	$ 3,834	$ 750
Unvested compensation cost		$ 4,584
Unvested compensation cost amortization period		2 years
Reorganization
Reorganization, shares		1,000,000
Convertible Notes Payable [Member]
Common stock issued in extinguishment of debt, shares		2,875,000
Common stock issued in extinguishment of debt, value		$ 575,000
Additional paid in capital from extinguishment of debt		$ 572,125
Officers and Investors
Common stock issued for cash, shares	22,500,000
Common stock issued for cash, value	$ 22,500
Science Advisory Board
Common stock issued for services, shares	11,500,000
Common stock issued for services, value	$ 11,500
Stock vested, shares	3,831,999	3,666,667
Stock vested, value	$ 3,832	$ 3,667
Shares unvested, shares	7,668,001	3,834,334
Shares unvested, value	$ 7,668	$ 3,834
Common stock cancelled, shares	250,000
Common stock cancelled, value	$ 250
Director
Common stock issued for services, shares		1,000,000
Common stock issued for services, value		$ 1,000
Stock vested, shares		250,000
Stock vested, value		$ 250
Shares unvested, shares		750,000
Shares unvested, value		$ 750

Note 7. Loss Per Share (Details

Note 7. Loss Per Share (Details) - USD ($)	7 Months Ended	12 Months Ended
	Jun. 30, 2014	Jun. 30, 2015
Earnings Per Share [Abstract]
Loss from continuing operations available to common stockholders (numerator)	$ (185,826)	$ (379,335)
Weighted average number of common shares outstanding used in loss per share during the Period (denominator)	22,058,540	46,960,959

Note 8. Restatement (Details)

Note 8. Restatement (Details) - USD ($)	7 Months Ended	12 Months Ended
	Jun. 30, 2014	Jun. 30, 2015
Due to Allotrope	$ 0
Accumulated deficit	(185,826)	$ (565,161)
Impairment Loss	50,000	75,000
Total Expenses	185,536
Net Income (Loss)	$ (185,826)	$ (379,335)
Net Loss Per Share	$ .0085
Weighted Average Shares	22,058,540
Scenario Previously Reported [Member]
Due to Allotrope	$ 100,000
Accumulated deficit	(285,826)
Impairment Loss	(100,000)
Total Expenses	(100,000)
Net Income (Loss)	$ (100,000)
Net Loss Per Share	$ (0.0045)
Restatement Adjustment [Member]
Due to Allotrope	$ (100,000)
Accumulated deficit	100,000
Impairment Loss	150,000
Total Expenses	285,536
Net Income (Loss)	$ 285,826
Net Loss Per Share	$ 0.013
Weighted Average Shares	22,058,540

Note 10. Related Party Transa31

Note 10. Related Party Transactions (Details Narrative) - USD ($)	7 Months Ended	12 Months Ended
	Jun. 30, 2014	Jun. 30, 2015
Related Party Transactions [Abstract]
Consulting fees	$ 49,375	$ 116,450
Accounts payable - related party	$ 8,800	$ 57,000