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 current business. Knowledge Machine is a development stage technology company focused on targeting new technologies, acquiring licensing rights to those technologies, and marketing our licensed technologies. Knowledge Machine is our only subsidiary.
On October 22, 2014, we entered into a contract with and completed the acquisition of Knowledge Machine in a stock-for-stock exchange in which we issued 37,625,000 shares of our common stock on a pro rata basis to the shareholders of Knowledge Machine in return of all of the outstanding shares of Knowledge Machine (the "Reorganization Agreement"). Knowledge Machine also entered into a Stock Purchase Agreement (the "SPA") with Igor Kaspruk, the sole officer, director and principal shareholder of the Company at the time, to acquired 2,464,716 shares of restricted stock held by him for $35,800. Following the closing of the Reorganization Agreement and the SPA, we sold the assets relating to the prior business of the Company to Mr. Kaspruk in return of 1,535,284 shares owned by him pursuant to an Asset Purchase Agreement between the Company and Mr. Kaspruk (the "APA"). In addition, Knowledge Machine loaned $14,200 to the Company to repay outstanding prior cash advances made by Mr. Kaspruk to the Company.
At the closing of the Reorganization Agreement, Mr. Kaspruk appointed Vivek R. Dave and Taylor Caswell to serve as directors of the Company and subsequently resigned as an officer and director of the Company. Thereafter, in connection with the closing of the SPA and the APA, the 4,000,000 restricted shares of common stock purchased by Knowledge Machine and the Company from Mr. Kaspruk in the above transactions were cancelled and returned the authorized but unissued common stock of the Company.
As a result of the above transactions a change of control of the Company occurred from Mr. Kaspruk to Messrs. Dave and Caswell who assumed management control of the Company.
In connection with the closing of the Reorganization Agreement, the board of directors approved a one-for-ten forward stock split of the pre-closing outstanding shares and a change of the Company's name to "Knowledge Machine International, Inc." The forward stock split and name change were approved by written consent of Mr. Kaspruk as a majority shareholder immediately prior to the closing of the Reorganization Agreement. The name change and forward stock split are being processed through FINRA with an expected effective date of November 10, 2014. We also filed articles of amendment with the State of Nevada to reflect the forward stock split and name change to be effective 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 will 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, will 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 our 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 Songbird Development 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 over the past six months that combines international business experience with high level science and technology expertise. Additionally, Knowledge Machine has been in close contact with regional development authorities in various states to see if there are potential teaming opportunities that take advantage of regional development funding or incentives. On the business development front, in addition to the SCORE and ARMS projects, 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; and
? A new super-elastic materials technology.
Upon successful completion of subsequent funding, we intend to pursue avenues which are the most promising based on recurring revenue potential. We estimates that it will require approximately $1,500,000 in additional funding to finance its operations during the next 12 months and intends to seek this additional financing through sales of equity securities, although it currently has no commitments or arrangements for the additional financing needed.
Upon delivery of the code from Score, we intend to implement the fast internet download technology for which we have licensing options, known as Score, in India over the coming 12 months through the establishment of an India office as well as joint venture relationships with Indian companies. Additional funds raised through the sale of equity are needed to establish the joint venture and to begin marketing efforts. The initial mechanism of sales and distribution of the technology will be through the Apple and the Android App stores as we anticipate there will be both versions of this software available. It is expected that initial sales will commence in the second calendar quarter of 2015, provided that the sales office can be successfully established by first quarter, which again is contingent upon successful funding.
Through our Asian Market Advisor Harshal Shah, we are preparing a response to a solicited request for enhanced border security technology. This technology will first be assessed for export control compliance before and specific offers are tendered to our Indian partners.
We are working with Allotrope Inc. to commercialize BAM and ARMS primarily to US Government customers and to NATO forces with appropriate export licenses. In July of 2014 Knowledge Machine and Allotrope met with TNO in the Netherlands to discuss the technology in an open, non-export-controlled forum. The next steps are that TNO are anticipated to deliver before the end of this calendar year a series of white papers specifically outlining market opportunities for these technologies within Europe and NATO as well as specific contacts at early adopter customers.
Knowledge Machine expects to establish a European registered office in first calendar quarter 2015 in order to follow up with these early adopter customers and to secure initial test and evaluation contracts. This would be the first step in evaluating the suitability of the ARMS and BAM technologies for specific weapons systems, and, if successful, Knowledge Machine and Allotrope would be compensated on a time and material contract basis. Following these initial test and evaluation contracts, material supply agreements would be negotiated with various early adopter customers for supply of the related technologies. It is anticipated that such material supply agreements would be in place by fourth calendar quarter of 2015, provided that: i) Knowledge Machine is able to raise the required equity funds, ii) the test and evaluation contracts are successful, and iii) the early adopter customers still have a validated need for the ARMS and BAM technology which has not been displaced by any other technology.
Starting in June of 2014, Knowledge Machine negotiated a statement of work for a joint technology development agreement with Deep Web Technologies to develop and commercialize the OmniScienceTM technology. This search technology should allow linking of IP across organizational and even national boundaries in a manner that would be either very difficult or impractical using today's search techniques. The technology could be used for internal use by Knowledge Machine as well as licensing to other organizations such as research institutions, universities or corporations who wish to enhance the efficiency of their IP portfolio by locating highly complementary IP either within their own organization or across organizational boundaries. The initial development is expected to be completed in third calendar quarter of 2015, again subject to the successful funding by Knowledge Machine.
In addition to the above two technologies for which contractual agreements currently exist, Knowledge Machine will conduct business development activities on the following technology areas:.
? Super-Flexible Conductors for High Speed Data Cables. Knowledge Machine is in discussions with the licensees of an MIT-developed technology that could increase the capability of copper-based data cables to extend to data rates as high as 100 GB / second. Knowledge Machine has an interest in the establishment of a pilot plant for the manufacture of such materials, and this is expected to lead to material supply agreements to manufacture the wire under contract to the owners of the MIT technology for use by identified early adopter customers.
? Super-Flexible and Energy Absorbing Wires for Orthotics. Knowledge Machine is in discussions with this same group to explore the development, marketing and sales of the same material for use in high end orthtics or high end compression athletic clothing where these super-flexible elements could be woven into existing fabrics in order to provide selected reinforcement for joints as well as other parts of the body. The advantage of this material over existing materials is that is can apply higher and more controlled forces thereby preventing injuries by avoiding hyperextension of joints or limbs, or speeding up the recovery from such injuries by preventing re-injury. It is expected that an agreement could be reached by second calendar quarter of 2015, provided that we are able to successfully raise additional funds.
? Super-Energetic Materials. This is a sensitive program for US Government customers and additional technical details cannot be provided for security reasons. From a programmatic point of view, Knowledge Machine will be in a position to test initial small scale prototypes by third calendar quarter of 2015, provided that additional funds are raised to fund this project. Starting in fourth quarter of this calendar year and continuing to third calendar quarter of 2015, Knowledge Machine and its joint venture partner, Allotrope, anticipate meeting regularly with US Government sponsors to review progress and to obtain additional government funding for a larger scale demonstration project. This is expected to lead to a test and evaluation contract by third calendar quarter of 2015, again subject to successful project launch and execution which in turn depends on the availability of additional funding.
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