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 March 31, 2016

 

Or

 

☐

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 May 16, 2016, was 47,625,000.

 

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION	3
Item 1. Financial Statements (unaudited)	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	15
Item 4. Controls and Procedures	15
PART II – OTHER INFORMATION	16
Item 1A. Risk Factors	16
Item 6. Exhibits	16
SIGNATURES	17

 

 

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Knowledge Machine International, Inc.

Consolidated Balance Sheets

March 31, 2016 and June 30, 2015

(Unaudited)

 

			March 31, 2016				June 30, 2015
ASSETS
Current Assets
Cash		$	134			$	50,744
Prepaid Expenses			9,502				9,119
Total Current Assets			9,636				59,863
TOTAL ASSETS		$	9,636			$	59,863
LIABILITIES AND STOCKHOLDERS' EQUITY  (DEFICIT)
Current Liabilities
Accounts Payable		$	31,104			$	8,274
Accounts Payable - Related Party			151,014				57,000
Total Current Liabilities			182,118				65,274
TOTAL LIABILITIES			182,118				65,274
Stockholders' Equity (Deficit)
Preferred Stock, $0.001 par; 1,000,000 shares authorized; None issued and outstanding			–				–
Common Stock, $0.001 par; 200,000,000 shares authorized; 47,625,000 issued and 43,290,666 outstanding at March 31, 2016, 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)			(732,232	)			(565,161	)
Total Stockholders' Equity (Deficit)			(172,482	)			(5,411	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	9,636			$	59,863

 

 

Knowledge Machine International, Inc.

Consolidated Statements of Operations

Three and Nine Months Ended March 31, 2016 and 2015

(Unaudited)

 

		Three Months Ended March 31, 2016				Three Months Ended March 31, 2015				Nine Months Ended March 31, 2016				Nine Months Ended March 31, 2015
REVENUE		$	–			$	–			$	–			$	–
EXPENSES
General & Administration			46,200				90,165				167,075				248,806
Total Expenses			46,200				90,165				167,075				248,806
OTHER INCOME (EXPENSE)
Interest Expense			–				–				–				(252	)
Interest Income			–				23				4				152
Total Other Income (Expense)			–				23				4				(100	)
INCOME (LOSS) BEFORE INCOME TAXES			(46,200	)			(90,142	)			(167,071	)			(248,906	)
Current Income Tax Expense			–				–				–				–
Deferred Income Tax Expense			–				–				–				–
Net Income (Loss)		$	(46,200	)		$	(90,142	)		$	(167,071	)		$	(248,906	)
Loss per Common Share - Basic and Diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.01	)
Weighted Average Number of Shares Outstanding - Basic and Diluted			47,625,000				47,625,000				47,625,000				42,371,807

 

 

Knowledge Machine International, Inc.

Consolidated Statements of Cash Flows

Nine Months Ended March 31, 2016 and 2015

(Unaudited)

 

			Nine Months Ended				Nine Months Ended
			March 31, 2016				March 31, 2015
OPERATING ACTIVITIES
Net Income (Loss)		$	(167,071	)		$	(248,906	)
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:
Increase in Prepaid Expenses			(633	)			–
Increase in Accounts Payable			22,830				22,855
Increase in Accounts Payable - Related Party			94,014				13,700
(Decrease) in Accrued Interest			–				(600	)
NET CASH USED BY OPERATING ACTIVITIES			(50,610	)			(209,117	)
INVESTING ACTIVITIES			–				(75,000	)
NET CASH USED BY INVESTING ACTIVITIES			–				(75,000	)
FINANCING ACTIVITIES
Repayment of Notes Payable			–				(75,000	)
Increase in Deferred Stock Offering Costs			–				(14,919	)
NET CASH USED BY FINANCING ACTIVITIES			–				(89,919	)
NET CASH DECREASE FOR PERIOD			(50,610	)			(374,036	)
CASH AT BEGINNING OF PERIOD			50,744				461,285
CASH AT END OF PERIOD		$	134			$	87,249
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 nine months ended March 31, 2016

250,000 shares previously issued to a Director at $0.001 per share vested during the period.

 

For the nine months ended March 31, 2015

On November 10, 2014, a one for ten forward stock split occurred.

Of $650,000 in notes payable, $75,000 was repaid and $575,000 was converted to 2,875,000 shares of capital stock.

1,000,000 shares issued to a Director at $0.001 per share.  Of these, 250,000 vested during the period and 750,000 are unvested.

3,666,667 shares previously issued to a Director at $0.001 per share vested during the period

250,000 shares previously issued for Board Services at $0.001 per share were cancelled during the period

 

 

KNOWLEDGE MACHINE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2016

 

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 March 31, 2016 and June 30, 2015 and for the three and nine months ended March 31, 2016 and 2015 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 period ended March 31, 2016 is not necessarily indicative of the operating results for the full year.

 

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 March 31, 2016 or June 30, 2015 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

 

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the periods ended March 31, 2016 and 2015, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at March 31, 2016 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 other than to 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.”

 

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 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.

 

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.

 

Reclassification – Certain prior year amounts have been reclassified for consistency with the current period presentation. The Company has concluded that it was appropriate to classify Deferred Compensation, representing unvested stock issued to management and consultants, as a Prepaid Expense rather than Equity. Accordingly, the Company has revised the classification to report Deferred Compensation under the Current Asset Prepaid Expenses captain on the Consolidated Balance Sheets. This change in classification does not affect the previously reported Consolidated Statements of Operations or Cash Flows.

 

NOTE 2 – Going Concern

 

The Company was only recently formed and has not yet achieved profitable operations. The ability of the Company to continue as a going concern is dependent on expanding income opportunities. Management anticipates that future contracts will allow the Company to achieve profitable operations. There is no assurance that the Company will be successful in raising additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

NOTE 3 – Other Assets

 

Allotrope Sciences Corporation

 

In June 2014, the Company entered into a Stock Purchase Agreement with Allotrope Sciences Corporation, a Delaware corporation controlled by the Company’s President and CEO, to purchase 12% of the total number of shares of Allotrope’s common stock for $150,000. Three payment installments of $50,000 each were due within 10, 30 and 90 business days of the signing of the agreement on June 23, 2014, on which dates 4% increments of Allotrope’s common stock were deliverable to the Company. The first payment of $50,000 was made and 4% of Allotrope stock was delivered to the Company prior to June 30, 2014. The payment was initially recorded as a cost-method investment and impaired to $0 at June 30, 2014. The two remaining payments totaling $100,000 were never made and corresponding stock never issued, and on October 14, 2014, the Company and Allotrope rescinded the original agreement.

 

 

 

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 March 31, 2016, the $50,000 had not been returned.

 

On July 2, 2014, the Company entered into an Option Agreement with Score wherein the Company paid a total of $25,000 for the option of entering into a license agreement. On January 6, 2015, the Company notified Score that it is terminating the exclusive option to enter into a license agreement for India and demanding return of the $25,000 paid to Score. The termination of the option was based upon Score’s failure to produce to the Company the consumer marketable SCOREISPAPP referred to in the agreements. At June 30, 2015, the Company impaired the deposit to $0, and at March 31, 2016, the $25,000 had not been returned.

 

Prepaid Expenses

 

Prepaid expenses consist of $4,334 in deferred stock compensation (NOTE 4) that vests according to underlying contracts, and $5,168 in prepaid insurance that is amortized ratably over the term of January 20, 2016 through January 20, 2017.

 

NOTE 4 – Stockholders’ Equity

 

Common Stock

 

The Company has authorized 200,000,000 shares of common stock, $0.001 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 March 31, 2016.

 

On July 29, 2014, $575,000 of convertible notes payable were extinguished via issuance of 2,875,000 shares of common stock at a rate of $0.20 per share. The shares were recorded at $0.001, or $2,875. The balance of $572,125 was recorded as additional paid in capital.

 

On August 25, 2014, the Company issued 1,000,000 shares of common stock to a Director. The shares were valued at $0.001, or $1,000. Of these shares, 250,000 (valued at $250) vested during the quarter ended September 30, 2014 and another 250,000 (valued at $250) vested during the quarter ended September 30, 2015. 500,000 (valued at $500) remain unvested. 250,000 shares will vest each year on August 25 in 2016 and 2017 as long as the individual remains as a Director of the Company. The unvested shares are reflected as prepaid expenses at March 31, 2016.

 

 

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 March 31, 2016 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 March 31, 2016 (500,000 unvested shares) increased prepaid expenses by $500.

 

As of March 31, 2016, 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 March 31, 2016.

 

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 March 31, 2016 and 2015:

 

		Three Months Ended 03-31-16				Three Months Ended 03-31-15				Nine Months Ended 03-31-16				Nine Months Ended 03-31-15
Loss from continuing operations available to common stockholders (numerator)		$	(46,200)			$	(90,142)			$	(167,071)			$	(248,906)
Weighted average number of common shares outstanding used in loss per share during the period (denominator)			47,625,000				47,625,000				47,625,000				42,371,807

 

Dilutive loss per share was not presented as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share or its effect is anti-dilutive.

 

NOTE 6 – Subsequent Events

 

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there are no items to disclose.

 

 

NOTE 7 – Related Party Transactions

 

In January 2014, the Company entered into a consulting agreement with Northern New Hampshire Technical Associates, a company owned and controlled by the Company’s President/CEO, under which the President/CEO performs services for the Company as an officer, director, and Science Advisory Board member for $6,000 per month plus travel and expense reimbursement. This contract was renewed August 1, 2014 for a one-year period with a one-year automatic extension. Also in January 2014, the Company entered into a consulting agreement with Zephyr Equities (“ZE”), a company owned and operated by a significant shareholder and former director of the Company, under which ZE manages corporate organizational matters and day-to-day operations of the Company for $3,500 per month plus travel and expense reimbursements. This contract was renewed September 1, 2014 for a one-year period with a one-year automatic extension.

 

The Company incurred a total expense of $92,925 with these consultants and made repayments of $10,100 during the nine months ended March 31, 2016. In addition, these consultants paid expenses of $11,189 on behalf of the Company for a net increase of $94,014. The Company incurred a total expense of $89,708 with these consultants and made repayments of $76,008 during the nine months ended March 31, 2015 (net increase of $13,700). Of the expenses incurred, $151,014 and $57,000 were outstanding at March 31, 2016 and June 30, 2015, respectively.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations analyzes the major elements of our balance sheets and statements of income. This section should be read in conjunction with our Annual Report on Form 10-K for the year ended June 30, 2015, and our interim financial statements and accompanying notes to these financial statements. All amounts are in U.S. dollars.

 

Forward-Looking Statement Notice

 

This quarterly report on Form 10-Q contains forward-looking statements about our expectations, beliefs or intentions regarding, among other things, our product development efforts, business, financial condition, results of operations, strategies or prospects. In addition, from time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Forward-looking statements can be identified by the use of forward-looking words such as “believe,” “expect,” “intend,” “plan,” “may,” “should” or “anticipate” or their negatives or other variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical or current matters. These forward-looking statements may be included in, but are not limited to, various filings made by us with the SEC, press releases or oral statements made by or with the approval of one of our authorized executive officers. Forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including, but not limited to, those set forth in our most recent annual report referenced below.

 

This report identifies important factors which could cause our actual results to differ materially from those indicated by the forward-looking statements, particularly those set forth under Item 1A – Risk Factors as disclosed in the Annual Report on Form 10-K as filed with the Securities and Exchange Commission on October 13, 2015.

 

All forward-looking statements attributable to us or persons acting on our behalf speak only as of the date of this report and are expressly qualified in their entirety by the cautionary statements included in this report. We undertake no obligations to update or revise forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. In evaluating forward-looking statements, you should consider these risks and uncertainties.

 

Overview

 

Our company was incorporated in the State of Nevada on December 27, 2012, to engage in the development and operation of a business engaged in the distribution of high end cutlery sets produced in China. We conducted this business through October 22, 2014. On October 22, 2014, we acquired an operating subsidiary, Knowledge Machine, Inc., a Nevada corporation, (“Knowledge Machine”) and subsequently sold off our cutlery business. Knowledge Machine is a newly-formed technology company focused on targeting new technologies, acquiring licensing rights to those technologies, and marketing our licensed technologies. Knowledge Machine is our only subsidiary.

 

On October 22, 2014, we entered into a contract with and completed the acquisition of Knowledge Machine in a stock-for-stock exchange in which we issued 37,625,000 shares of our common stock on a pro rata basis to the shareholders of Knowledge Machine in return of all of the outstanding shares of Knowledge Machine (the “Reorganization Agreement”). Knowledge Machine also entered into a Stock Purchase Agreement (the “SPA”) with Igor Kaspruk, the sole officer, director and principal shareholder of the Company at the time, to acquire 2,464,716 shares of restricted stock held by him for $35,800. Following the closing of the Reorganization Agreement and the SPA, we sold the assets relating to the prior business of the Company to Mr. Kaspruk in return of 1,535,284 shares owned by him pursuant to an Asset Purchase Agreement between the Company and Mr. Kaspruk (the “APA”). In addition, Knowledge Machine loaned $14,200 to the Company to repay outstanding prior cash advances made by Mr. Kaspruk to the Company.

 

 

At the closing of the Reorganization Agreement, Mr. Kaspruk appointed Vivek R. Dave and Taylor Caswell to serve as directors of the Company and subsequently resigned as an officer and director of the Company. Thereafter, in connection with the closing of the SPA and the APA, the 4,000,000 restricted shares of common stock purchased by Knowledge Machine and the Company from Mr. Kaspruk in the above transactions were cancelled and returned to the authorized but unissued common stock of the Company.

 

As a result of the above transactions a change of control of the Company occurred from Mr. Kaspruk to Messrs. Dave and Caswell who assumed management control of the Company.

 

In connection with the closing of the Reorganization Agreement, the board of directors approved a one-for-ten forward stock split of the pre-closing outstanding shares and a change of the Company’s name to “Knowledge Machine International, Inc.” The forward stock split and name change were approved by written consent of Mr. Kaspruk as a majority shareholder immediately prior to the closing of the Reorganization Agreement. The name change and forward stock split were effective as of November 10, 2014. Articles of amendment with the State of Nevada were filed to reflect the forward stock split and name change effective as of November 10, 2014.

 

Upon completion of the above transactions, giving effect to the forward split of the pre-closing shares and cancellation of Mr. Kaspruk’s shares, we have 47,625,000 shares of our common stock outstanding. Of these shares Messrs. Dave and Caswell own 6,500,000 shares or approximately 13.7% of our Company’s outstanding stock. Former shareholders of Knowledge Machine, including Messrs. Dave and Caswell, own 37,625,000 shares of the Company, representing approximately 80% of the outstanding shares. The securities issued in the closing of the Reorganization Agreement were not and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

 

In connection with the closing of the above transactions, we ceased our prior principal business operations (which were sold and transferred to Mr. Kaspruk pursuant to the APA). Upon completion of these transactions, we acquired Knowledge Machine (which is now our wholly-owned subsidiary) and became a technology company focused on targeting new technologies, acquiring licensing rights to those technologies, and marketing licensed technologies. Knowledge Machine was incorporated in the State of Nevada on December 12, 2013, and commenced its operations in 2013. All references to business of the Company after the closing of the Reorganization Agreement refer to Knowledge Machine International, Inc. and Knowledge Machine, Inc., collectively.

 

Plan of Operations

 

Since its founding, Knowledge Machine has been involved in several activities both on an organizational front as well as the business development front. Organizationally, Knowledge Machine has created a Science Advisory Board that combines international business experience with high level science and technology expertise. Additionally, Knowledge Machine has been in close contact with regional development authorities in various states to see if there are potential teaming opportunities that take advantage of regional development funding or incentives. On the business development front, Knowledge Machine together with its Science Advisory Board has reviewed dozens of potential technologies for future licensing or joint venture activities upon future funding. Examples of these technologies include, but are not limited to:

 

·

A new brain-wave based MMI – Man Machine Interface – that could be used for a wide range of applications;

·

A weather prediction model and system that significantly outperforms current models in the critical time period from 14 days to a year in advance;

·

New superenergetic materials for various defense applications;

·

A 2.5D printing process, i.e. 2-D plus relief, that has applications to fine art printing;

·

A spectrometric diagnostic method for analyzing blood samples for evidence of traumatic brain injury, or TBI;

·

A new super-elastic materials technology; and

·

An advanced explosives technology for mining.

 

 

These various discussions and a multitude of additional discussions not specifically referenced herein did not result in any material or definitive business agreements.

 

We are presently reviewing several possible transactions which could result in the merging of the Company with other business entities. As of the date of this filing there are no definitive business agreements that have resulted from these discussions and possible letters of intent. Depending on the specifics of each possible transaction, it is anticipated that additional funds will be needed and will be raised through sale of the Company’s equity. At this time management does not have a specific target number as to the funds that will be raised as this number depends greatly on which potential transaction will be finalized and will lead to a definitive business agreement.

 

Results of Operations –Three Months Ended March 31, 2016 Compared to the Three Months Ended March 31, 2015

 

Gross Revenue. Gross revenue for the three months ended March 31, 2016 and 2015 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 March 31, 2016 totaled $46,200, a 49% decrease compared to general and administrative expenses of $90,165 for the three months ended March 31, 2015. 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 March 31, 2016 was $46,200, compared to net loss of $90,142 during the three months ended March 31, 2015. Management anticipates that the Company will experience significant losses from operations during the startup phase of its new business venture.

 

Results of Operations –Nine Months Ended March 31, 2016 Compared to the Nine Months Ended March 31, 2015

 

Gross Revenue. Gross revenue for the nine months ended March 31, 2016 and 2015 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 nine months ended March 31, 2016 totaled $167,075, a 33% decrease compared to general and administrative expenses of $248,806 for the nine months ended March 31, 2015. 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 nine months ended March 31, 2016 was $167,071, compared to net loss of $248,906 during the nine months ended March 31, 2015. 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 March 31, 2016, we had cash of $134 and prepaid expenses of $9,502, 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 $182,118 consisting of accounts payable and accounts payable-related parties. We had a working capital deficit of $172,482.

 

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 March 31, 2016 with an accumulated deficit of $732,232.

 

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity capital expenditures or capital resources.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a smaller reporting company, we have elected not to provide the disclosure required by this item.

 

Item 4. Controls and Procedures

 

Evaluation of disclosure controls and procedures

 

Our management, with the participation of our Chief Executive Officer who is also our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 15(d)-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in internal control over financial reporting

 

There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter ended March 31, 2016, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

Item 1A. Risk Factors

 

See “Item 1A – Risk Factors” as disclosed in Form 10-K as filed with the Securities and Exchange Commission on October 13, 2015.

 

Item 6. Exhibits

 

SEC Ref. No.	Title of Document
31.1	Rule 15d-14(a) Certification by Principal Executive and Financial Officer
32.1	Section 1350 Certification of Principal Executive and Financial Officer
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	Knowledge Machine International, Inc.
Date: May 16, 2016	By	/s/ Vivek R. Dave
		Vivek R. Dave, Ph.D., Chief Executive Officer
		(Principal Executive Officer and Principal
		Financial Officer)