UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
| x | ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended: December 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: 000-54716
ORIGINAL SOURCE ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
| NEVADA | 27-0863354 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification) |
24 Turnberry Dr., Williamsville, NY 14221
(Address of principal executive offices, including zip code)
(708) 902-7450
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Exchange Act:
Common Stock, par value $0.001 per share
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in 405 of the Securities Act.
Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x
Indicate by check mark whether the registrant: (1) 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), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 (section 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 ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ | Smaller Reporting Company | x |
| (Do not check if smaller reporting company) | Emerging growth company | ¨ | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $865,150.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the registrant's only class of common stock, as of April 14, 2017, was 5,073,000 shares of its $0.001 par value common stock.
DOCUMENTS INCORPORATED BY REFERENCE
None
TABLE OF CONTENTS
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Original Source Entertainment, Inc. (the “Company”, the “registrant”, “we”, “us”, “our”, or “Original Source”) was incorporated under the laws of the State of Nevada on August 20, 2009. We originally formed to license songs to the television and movie industry. From our inception we have generated very little revenues, and our operations have been primarily limited to organizational, start-up, and capital formation activities. We have historically and currently have no employees other than our officers.
On February 5, 2014, our board of directors authorized the spin-off of Original Source Music, Inc. (“Original Source Music”), our wholly-owned subsidiary which then held all of our operations and assets, to our shareholders of record as of February 25, 2014. Under the terms of the spin-off, the common stock, par value $0.001 per share, of Original Source Music will be distributed on a pro-rata basis to each holder of our common stock on the February 25, 2014 record date without any consideration or action on the part of such holders, and the holders of our common stock as of the February 25, 2014 record date will become owners of 100% of the common stock of Original Source Music. The spin-off of Original Source Music was effective as of May 13, 2016, due to the satisfactory resolution of all comments from the Securities and Exchange Commission to the Registration Statement on Form 10 of Original Source Music and the Form 10’s effectiveness.
We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. We have not made any significant purchase or sale of assets, nor has the Company been involved in any mergers, acquisitions or consolidations. We believe that we are a blank check company as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, because as of May 13, 2016, we ceased having a specific business plan and purpose when we spun-off our then wholly owned subsidiary Original Source Music, which held all of operations and assets, as further described above.
We do not have any definitive plans, proposals, arrangements or understandings with any representatives of the owners of any operating business or company regarding the possibility of an acquisition or merger. However, we are currently in negotiations with NeuroOne, Inc., a Delaware corporation (“NeuroOne”), with respect to a potential reorganization pursuant to which, as currently contemplated, we would acquire NeuroOne as our indirect wholly-owned subsidiary and the stockholders of NeuroOne would exchange all of the issued and outstanding shares of common stock of NeuroOne currently held by them for shares of the Company’ Common Stock (the “Proposed Transaction”). As the definitive agreement and other transaction documents are still being negotiated, and the parties are still performing due diligence, we can give no assurance as to the ultimate form or terms of the Proposed Transaction or that the Proposed Transaction will be consummated at all.
Recent Events
Our Board of Directors and majority stockholder, who is also our Chief Executive Officer and sole director, authorized, on April 17, 2017:
| · | An amendment to our Articles of Incorporation to effect a change of our name from “Original Source Entertainment, Inc.” to “NeuroOne Medical Technologies Corporation.” |
| · | An amendment to our Articles of Incorporation to effect an increase in the number of authorized shares of our common stock from 45,000,000 to 100,000,000 and to increase the number of authorized shares of our preferred stock from 5,000,000 to 10,000,000. |
| · | A Certificate of Amendment to our Articles of Incorporation, which makes no material changes to our existing Articles of Incorporation other than incorporating the amendments described in the prior bullets. |
| · | A change to our state of incorporation from the State of Nevada to the State of Delaware pursuant to a plan of conversion in connection with which the Company will adopt a new certificate of incorporation and bylaws under the laws of the State of Delaware. |
| · | The adoption of a 2017 Equity Incentive Plan. |
We are not required to effect any of the above first three corporate actions, and may determine to do so only if and when the Proposed Transaction is consummated, of which we can give no assurance of success.
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Employees
At this time, we have no employees other than our executive officer who is also a director. We retain consultants from time to time to assist with administrative functions.
We do not foresee any significant changes in the number of employees or consultants we will have over the next twelve months, unless we enter into a definitive agreement with NeuroOne or another operating company, and the Proposed Transaction or similar transaction is consummated.
Reports to Security Holders
We file annual, quarterly and other reports with the Securities and Exchange Commission. Although we will not be required to deliver our annual or quarterly reports to security holders, we intend to forward this information to security holders upon receiving a written request to receive such information. The reports and other information filed by us will be available for inspection and copying at the public reference facilities of the Securities and Exchange Commission located at 100 F Street N.E., Washington, D.C. 20549.
Copies of such material may be obtained by mail from the Public Reference Section of the Securities and Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the Commission maintains a World Wide Website on the Internet at: http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission.
Not applicable to a smaller reporting company.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
The address of our principal executive office is 24 Turnberry Dr., Williamsville NY 14221, in the offices of Mr. Samad supplied at no charge to the Company. We believe that our current office space will be adequate for the foreseeable future. Our telephone number is (718)-902-740.
There is no litigation pending or threatened by or against the Company.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
There has been no trading market for our common stock since inception. There can be no assurance that a trading market will ever develop or, if such a market does develop, that it will continue.
There were approximately 33 record holders of our common stock as of April 14, 2017.
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Holders of our common stock are entitled to receive such dividends as may be declared by our board of directors. No dividends on our common stock have ever been paid, and we do not anticipate that cash dividends will be paid on our common stock in the foreseeable future.
No securities are authorized for issuance by the Company under equity compensation plans.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable to a smaller reporting company.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-looking Statements
Statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operation, as well as in certain other parts of this Annual Report on Form 10-K (as well as information included in oral statements or other written statements made or to be made by Original Source) that look forward in time, are forward-looking statements made pursuant to the safe harbor provisions of the Private Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, expectations, predictions, and assumptions and other statements which are other than statements of historical facts. Although the Company believes such forward-looking statements are reasonable, it can give no assurance that any forward-looking statements will prove to be correct. Such forward-looking statements are subject to, and are qualified by, known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by those statements. These risks, uncertainties and other factors include, but are not limited to the Company’s ability to estimate the impact of competition and of industry consolidation and risks, uncertainties and other factors set forth in the Company’s filings with the Securities and Exchange Commission, including without limitation to this Annual Report on Form 10-K.
The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Form 10-K.
General
We were incorporated under the laws of the State of Nevada on August 20, 2009. We are a development stage company, originally formed to license songs to the television and movie industry. However, as a result of the spin-off of our wholly owned subsidiary Original Source Music, effective as of May 13, 2016, we have no assets or operations and we believe that we are a blank check company as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933. From our inception to date, we have generated very little revenues, and our operations have been primarily limited to organizational, start-up, and capital formation activities. We currently have no employees other than our sole officer, who is also a director.
We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. We have not made any significant purchase or sale of assets, nor have we been involved in any mergers, acquisitions or consolidations.
We do not have any definitive plans, proposals, arrangements or understandings with any representatives of the owners of any operating business or company regarding the possibility of an acquisition or merger. However, we are currently in negotiations with NeuroOne, with respect to a potential reorganization pursuant to which, as currently contemplated, we would acquire NeuroOne as our indirect wholly-owned subsidiary and the stockholders of NeuroOne would exchange all of the issued and outstanding shares of common stock of NeuroOne currently held by them for shares of the Company’ Common Stock (the “Proposed Transaction”). As the definitive agreement and other transaction documents are still being negotiated, and the parties are still performing due diligence, we can give no assurance as to the ultimate form or terms of the Proposed Transaction or that the Proposed Transaction will be consummated at all.
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Critical Accounting Policies
The following discussion as well as disclosures included elsewhere in this Form 10-K are based upon our audited financial statements and notes thereto, which have been prepared in accordance with accounting principles generally accepted in the United States of America.
The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingencies. The Company continually evaluates the accounting policies and estimates used to prepare the financial statements. The Company bases its estimates on historical experiences and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management.
See also Note 1 to our consolidated financial statements in Item 8 of this Report.
Trends and Uncertainties
There are no material commitments for capital expenditures at this time. There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on our limited operations. There are no known causes for any material changes from period to period in one or more line items of Original Source’s financial statements.
Results of Operations for the Year Ended December 31, 2016 compared to the Year Ended December 31, 2015.
During the year ended December 31, 2016, we earned revenues of $0. We paid general and administrative expenses of $32,611 and incurred a loss from discontinued operations of $15,164. As a result, we had a net loss of $47,775 for the year ended December 31, 2016
Comparatively, during the year ended December 31, 2015, we earned revenues of $0. We paid general and administrative expenses of $30,915 as well as incurred a loss from discontinued operations of $31,948. As a result, we had a net loss of $62,863 for the year ended December 31, 2015.
The $15,088 decrease in net loss for the year ended December 31, 2016 compared to the year ended December 31, 2015, is primarily the result of the decrease in loss from discontinued operations of $15,784 offset by an increase in general and administrative expenses of $1,696 primarily from professional fees.
Liquidity and Capital Resources
At December 31, 2016, and 2015 respectively the Company had a cash balance of $0.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred losses of $47,775 and $62,863 for the years ended December 31, 2016 and 2015, respectively, and a working capital deficiency which raises substantial doubt about the Company’s ability to continue as a going concern.
Management believes the Company will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing to sustain its operations until it can achieve profitability and positive cash flows, if ever. Management plans to seek additional debt and/or equity financing for the Company, but cannot assure that such financing will be available on acceptable terms.
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The Company’s continuation as a going concern is dependent upon its ability to ultimately attain profitable operations, generate sufficient cash flow to meet its obligations, and obtain additional financing as may be required. Our auditors have included a “going concern” qualification in their auditors’ report dated April 14, 2017. Such a “going concern” qualification may make it more difficult for us to raise funds when needed. The outcome of this uncertainty cannot be assured. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. There can be no assurance that management will be successful in implementing its business plan or that the successful implementation of such business plan will actually improve the Company’s operating results.
Operating Activities
During the year ended December 31, 2016, we incurred a loss of $47,775 which was partially offset for cash flow purposes by an increase in our balance of equity from discontinued operations by $15,617, an increase in our balance of accounts payable and accrued liabilities by $11,505 as well as an increase in our balance of liabilities from discontinued operations of 1,986 offset by a decrease in assets from discontinued operations of $2,439. By comparison, during the year ended December 31, 2015, we incurred losses of $62,863 which was partially offset for cash flow purposes by an increase in our balance of equity from discontinued operations by $16,760, as well as an increase in our balance of liabilities from discontinued operations of 19,821 offset by a decrease in our balance of accounts payable and accrued liabilities by $2,109 and a decrease in assets from discontinued operations of $1,838.
Investing Activities
We neither generated nor used cash in investing activities during the twelve months ended December 31, 2016 or 2015.
Financing Activities
For the year ended December 31, 2016, we received advances of $21,106 from a related party.
By comparison, for the year ended December 31, 2015, we received advances of $30,024 from a related party.
Recently Issued Accounting Standards
Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying financial statements.
Off Balance Sheet Arrangements
None.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to a smaller reporting company.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our consolidated financial statements and corresponding notes thereto called for by this item appear at the end of this document commencing on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
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ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures:
Under the supervision and with the participation of our management, including our chief executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of December 31, 2016. Based on this evaluation, our chief executive officer and principal financial officer have concluded such controls and procedures to be ineffective as of December 31, 2016 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting:
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is the process designed by and under the supervision of our CEO and CFO, or the persons performing similar functions, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America. Management has evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control over Financial Reporting - Guidance for Smaller Public Companies.
Under the supervision and with the participation of our principal executive and financial officer, our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2016, and concluded that it is not effective because of the material weakness described below:
In connection with the preparation of our financial statements for the year ended December 31, 2016, due to resource constraints, material weaknesses became evident to management regarding our inability to generate all the necessary disclosure for inclusion in our filings with the Securities and Exchanges Commission due to the lack of resources and segregation of duties. A material weakness is a significant deficiency in one or more of the internal control components that alone or in the aggregate precludes our internal controls from reducing to an appropriately low level the risk that material misstatements in our consolidated financial statements will not be prevented or detected on a timely basis.
We intend to recruit experienced professionals, as our business conditions warrant and permit, to ensure that we include all necessary disclosure in our filings with the Securities and Exchange Commission. Although we believe that this corrective step will enable management to conclude that the internal controls over our financial reporting are effective when the staff is trained, we cannot provide assurance that these steps will be sufficient. We may be required to expend additional resources to identify, assess and correct any additional weaknesses in internal control.
This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting:
Under the supervision and with the participation of our principal executive and financial officer, our management has evaluated changes in our internal controls over financial reporting that occurred during the fiscal year ended December 31, 2016. Based on that evaluation, our CEO and CFO, or those persons performing similar functions, did not identify any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Important Considerations:
The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.
None.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Identity of Officers and Directors
Our bylaws provide that the number of directors who shall constitute the whole board shall be such number as the board of directors shall at the time have designated. Each director shall be selected for a term of one year and until his successor is elected and qualified. Vacancies are filled by a majority vote of the remaining directors then in office with the successor elected for the unexpired term and until the successor is elected and qualified.
Our sole officer and director is as follows:
| Name | Age | Positions Held | Since | |||
| Amer Samad | 33 | CEO/ Director | 2014 |
Amer Samad. Amer Samad was appointed as Chief Executive Officer and as a director on March 6, 2014. Mr. Samad completed his undergraduate degree at the State University of New York at Buffalo with concentrations in Financial Analysis and Marketing. He later studied Real Estate Development and Real Estate Finance at the Massachusetts Institute of Technology and went on to found in November 2007, Samad Holdings & Construction Corp., a real estate development company based in Buffalo, New York that specializes in medical office and multi-family development in the United States and Canada. Mr. Samad earned a Masters in Business Administration degree from Columbia Business School in 2014.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires Original Source's officers and directors, and persons who beneficially own more than ten (10%) percent of a class of equity securities registered pursuant to Section 12 of the Exchange Act, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the principal exchange upon which such securities are traded or quoted. Reporting Persons are also required to furnish copies of such reports filed pursuant to Section 16(a) of the Exchange Act with Original Source.
Based solely on review of the copies of such forms furnished to Original Source, we do not believe any of our executive officers or directors in 2016 failed to timely file any reports.
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Code of Ethics
We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.
Corporate Governance
There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors. In addition to having no nominating committee for this purpose, we currently have no specific audit committee and no audit committee financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.
ITEM 11. EXECUTIVE COMPENSATION
None of our current or former executive officers or directors received any compensation for services in 2016 or 2015.
We do not have any arrangements by which directors are compensated for any services provided as a director. No cash has been paid to the directors in their capacity as such.
Our directors and officers do not have unexercised options, stock that has not vested, or equity incentive plan awards.
We do not currently have a stock option plan. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or directors since inception.
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by our officer or director or employees or consultants since inception.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 14, 2017, the number and percentage of our outstanding shares of common stock owned by (i) each person known to us to beneficially own more than 5% of our outstanding common stock, (ii) each director, (iii) each named executive officer, and (iv) all officers and directors as a group. Except as otherwise provided, the address of each such person is the Company’s address at 24 Turnberry Dr., Williamsville, NY 14221.
| Name and address | Amount | Percentage | ||||||
| Amer Samad | 3,500,000 | 69 | % | |||||
| Officers and Directors as a group (1 person) | 3,500,000 | 69 | % | |||||
| Linda LaRae Rock | 500,000 | 9.86 | % | |||||
| 35799 Avignon Ct. | ||||||||
| Wincester, CA 92596 | ||||||||
| Sheri Sabey | 500,000 | 9.86 | % | |||||
| 492 Tolland Drive | ||||||||
| Castle Rock, CO 80108 | ||||||||
Based upon 5,073,000 outstanding common shares as of April 14, 2017.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Amer Samad is not independent as such term is defined by a national securities exchange or an inter-dealer quotation system. During the years ended December 31, 2016 and 2015, there were no transactions with related persons. See notes 3 and 4 of the Notes to the Audited Consolidated Financial Statements of the Company included in this Annual Report on Form 10-K.
Our administrative functions are operated from the offices of Mr. Samad. We do not pay Mr. Samad for use of such space.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
The aggregate fees billed and estimated to be billed for the fiscal years ended December 31, 2016 and 2015 for professional services rendered by our auditor for the audit of our annual financial statements and review of the financial statements included in our quarterly reports or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years ended December 31, 2016 and 2015, were approximately $9,400 and $7,850, respectively.
Audit Related Fees
The aggregate fees billed for the fiscal years ended December 31, 2016 and 2015 for assurance and related services by our auditor that are reasonably related to the performance of the audit or review of the Company's financial statements for that fiscal year were $0 and $0.
Tax Fees
We did not incur any aggregate tax fees and expenses from our auditor for the 2016 and 2015 fiscal years for professional services rendered for tax compliance, tax advice, and tax planning.
All Other Fees
We did not incur any other fees from our auditor for the 2016 and 2015 fiscal years.
The board of directors considered whether, and determined that, the auditor's provision of non-audit services was compatible with maintaining the auditor's independence. All of the services described above for fiscal year 2016 were approved by the board of directors pursuant to its policies and procedures.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) List of financial statements:
Report of Independent Registered Public Accounting Firm
Consolidated balance sheets
Consolidated statements of operations
Consolidated statements of stockholders’ deficit
Consolidated statements of cash flows
Notes to consolidated financial statements
(a)(2) List of financial statement schedules included in Part IV hereof:
None.
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The following exhibits are included herewith:
| Exhibit No. | Description | |
| 10.1* | 2017 Equity Incentive Plan (filed as Appendix G to the Information Statement on Schedule 14C filed with the Securities and Exchange Commission on March 27, 2017 and incorporated herein by reference) | |
| 31 | Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32 | Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 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 |
* Indicates management contract or compensatory plan or arrangement.
Following are a list of exhibits which we previously filed in other reports which we filed with the SEC, including the Exhibit No., description of the exhibit and the identity of the Report where the exhibit was filed.
| NO. | DESCRIPTION | FILED WITH | DATE FILED | |||
| 3.1 | Articles of Incorporation | Form S-1 | October 10, 2010 | |||
| 3.2 | Bylaws | Form S-1 | October 10, 2010 |
| 10 |
ORIGINAL SOURCE ENTERTAINMENT, INC.
Consolidated Financial Statements
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Original Source Entertainment, Inc.
Williamsville, NY
We have audited the accompanying consolidated balance sheets Original Source Entertainment, Inc.as of December 31, 2016 and 2015 and the related statements of operations, stockholders’ equity/ (deficit) and cash flows for the years then ended December 31, 2016 and 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Original Source Entertainment, Inc. as of December 31, 2016 and 2015 and the results of its operations and cash flows for the years ended December 31, 2016 and 2015 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered losses from inception and has a limited operating history which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Pritchett, Siler & Hardy, P.C
Pritchett, Siler & Hardy, P.C
Salt Lake City, Utah 84111
April 17, 2017
| F-1 |
ORIGINAL SOURCE ENTERTAINMENT, INC.
CONSOLIDATED BALANCE SHEETS
December 31, | December 31, 2015 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | - | $ | - | ||||
| Assets from discontinued operations | 4,277 | 1,838 | ||||||
| Total Assets | $ | 4,277 | $ | 1,838 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 22,362 | $ | 10,857 | ||||
| Advances – related party | 73,758 | 52,652 | ||||||
| Liabilities from discontinued operations | 21,807 | 19,821 | ||||||
Total current liabilities | 117,927 | 83,330 | ||||||
Total Liabilities | 117,927 | 83,330 | ||||||
| Stockholders' Deficit | ||||||||
| Preferred stock, $0.001 par value; 5,000,000 shares authorized; none issued and outstanding | - | - | ||||||
| Common stock, $0.001 par value; 45,000,000 shares authorized; 5,073,000 shares issued and outstanding | 5,073 | 5,073 | ||||||
| Additional paid in capital | 45,577 | 45,577 | ||||||
| Equity from discontinued operations | 63,523 | 47,906 | ||||||
| Retained deficit | (227,823 | ) | (180,048 | ) | ||||
| Total Stockholders' Deficit | (113,650 | ) | (81,492 | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | 4,277 | $ | 1,838 | ||||
The accompanying notes are an integral part of these consolidated financial statements
| F-2 |
| ORIGINAL SOURCE ENTERTAINMENT, INC. |
| CONSOLIDATED STATEMENTS OF OPERATIONS |
| Year Ended | Year Ended | |||||||
| December 31, 2016 | December 31, 2015 | |||||||
| Revenue | $ | - | $ | - | ||||
| Operating Expenses: | ||||||||
| General and administrative | 32,611 | 30,915 | ||||||
| Total Operating Expenses | 32,611 | 30,915 | ||||||
| Income (Loss) from Operations | (32,611 | ) | (30,915 | ) | ||||
| Income (Loss) before Provision for Income Taxes | (32,611 | ) | (30,915 | ) | ||||
| Income Tax Provision | - | - | ||||||
| Net loss from continuing operations | (32,611 | ) | (30,915 | ) | ||||
| Net income (loss) from discontinued operations | (15,164 | ) | (31,948 | ) | ||||
| Net Income (Loss) | $ | (47,775 | ) | $ | (62,863 | ) | ||
| Net loss per common share basic and diluted from continuing operations | $ | (0.01 | ) | $ | (0.01 | ) | ||
| Net loss per common share basic and diluted from discontinued operations | $ | (0.00 | )* | $ | (0.00 | )* | ||
| Net loss per common share basic and diluted | $ | (0.01 | ) | $ | (0.01 | ) | ||
| Weighted average number of common shares | ||||||||
| Outstanding- Basic and diluted | 5,073,000 | 5,073,000 | ||||||
The accompanying notes are an integral part of these consolidated financial statements
| F-3 |
| ORIGINAL SOURCE ENTERTAINMENT, INC. |
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT |
| Common Stock | Additional | Equity In | ||||||||||||||||||||||
| Share | Amount |
Paid
in | Discontinued Operations | Accumulated Deficit | Total | |||||||||||||||||||
| Balances at December 31, 2014 | 5,073,000 | $ | 5,073 | $ | 45.577 | $ | 31,146 | (117,185 | ) | $ | (35,389 | ) | ||||||||||||
| Equity from discontinued operations | 16,760 | 16,760 | ||||||||||||||||||||||
| Net Loss | (62,863 | ) | (62,863 | ) | ||||||||||||||||||||
| Balances at December 31, 2015 | 5,073,000 | 5,073 | 45,577 | 47,906 | (180,048 | ) | (81,492 | ) | ||||||||||||||||
| Equity from discontinued operations | 15,617 | 15,617 | ||||||||||||||||||||||
| Net Loss | (47,775 | ) | (47,775 | ) | ||||||||||||||||||||
| Balances at December 31, 2016 | 5,073,000 | $ | 5,073 | $ | 45,577 | $ | 63,523 | $ | (227,823 | ) | $ | 113,650 | ) | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements
| F-4 |
ORIGINAL SOURCE ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year Ended December 31, 2016 | Year Ended December 31, 2015 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net Loss For The Period | $ | (47,775 | ) | $ | (62,863 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Loss from discontinued operations | 15,617 | 16,760 | ||||||
| Changes in Operating Assets and Liabilities- | ||||||||
| Assets from discontinued operations | (2,439 | ) | (1,838 | ) | ||||
| Liabilities from discontinued operations | 1,986 | 19,821 | ||||||
| Accounts payable | 11,505 | (2,109 | ) | |||||
| Net Cash Used in Operating Activities | (21,106 | ) | (30,229 | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Net Cash Provided by (Used in) Investing Activities | - | - | ||||||
| Cash Flows From Financing Activities: | ||||||||
| Advances – related party | 21,106 | 30,024 | ||||||
| Notes payable - related parties | - | - | ||||||
| Net Cash Provided by Financing Activities | 21,106 | 30,024 | ||||||
Net Increase (Decrease) in Cash | - | (205 | ) | |||||
| Cash - Beginning of Period | - | 205 | ||||||
| Cash - End of Period | $ | - | $ | 0 | ||||
| Non-Cash Financing and Investing Activities: | ||||||||
| Gain on forgiveness or related party notes payable | $ | - | $ | - | ||||
| Supplemental Disclosures | ||||||||
| Cash paid in interest | $ | - | $ | - | ||||
| Cash paid for income taxes | $ | - | $ | - | ||||
The accompanying notes are an integral part of these consolidated financial statements
| F-5 |
ORIGINAL SOURCE ENTERTAINMENT, INC.
NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2016 AND 2015
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Original Source Entertainment, Inc. (the “Company”), was incorporated in the State of Nevada on August 20, 2009 (“Inception”). The Company’s intent is to license songs to the television and music industry for use for use in television shows or movies. The Company has had limited activity and revenue to date.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is December 31.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure 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 estimates.
Discontinued Operations
On February 5, 2014, the board of directors of the Company authorized the spin-off of Original Source Music, Inc. (“Original Source Music”), the Company’s wholly-owned subsidiary which holds all of its operations, to shareholders of record as of February 25, 2014. The spin-off was done in connection with a change of control of Original Source Entertainment. Under the terms of the spin-off, Original Source Music’s common shares, par value $0.001 per share, will be distributed on a pro-rata basis to each holder of the Company’s common shares on the record date without any consideration or action on the part of such holders, and the holders of Original Source Entertainment’s common shares as of the record date will become owners of 100 percent of Original Source Music’s common shares.
On May 13, 2016, the spin-off was completed due to the satisfactory resolution of all comments from the Securities and Exchange Commission to the Form 10 of Original Source Music and the Form 10’s effectiveness
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.
Fair Value of Financial Instruments
FASB ASC 820-10 “Fair Value Measurements and Disclosures” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This ASC also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
| F-6 |
The three levels of the fair value hierarchy are described below:
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable data by correlation or other means.
Level 3 Inputs that are both significant to the fair value measurement and unobservable.
The carrying value of cash, accrued liabilities and loan payable - related party approximates their fair value due to their short-term maturity.
Income Taxes
Deferred income tax assets and liabilities are recognized based on differences between the financial statement and tax basis of assets and liabilities using presently enacted tax rates. At each balance sheet date, the Company evaluates the available evidence about future taxable income and other possible sources of realization of deferred tax assets, and records a valuation allowance that reduces the deferred tax assets to an amount that represents management’s best estimate of the amount of such deferred tax assets that more likely than not will be realized.
Income tax
Revenue recognition
The Company recognizes revenues in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured.
Products and services, geographic areas and major customers
The company derives revenue from the licensing of songs to the television and music industry. All fee revenues each year were domestic and to external customers.
Advertising costs
Advertising costs are expensed as incurred. The Company incurred no advertising costs during the twelve months ended December 31, 2016 or 2015.
Basic and Diluted Earnings (Loss) Per Share
The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive.
During the years ended December 31, 2016 and 2015, the Company did have potentially dilutive debt instruments outstanding that has been excluded from the earnings per share calculation, as such an inclusion would have been anti-dilutive due to losses incurred by the Company in both period and, therefore, basic and diluted earnings (loss) per share are equal in both periods.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company other than those relating to Development Stage Entities as discussed above.
| F-7 |
NOTE 2. GOING CONCERN
The Company has suffered a loss from operations and has negative cash flows from operations, and in all likelihood will be required to make significant future expenditures in connection with marketing efforts along with general administrative expenses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. By doing so, the Company hopes to generate sufficient capital to execute its business plan of licensing songs to the television and music industry for use for use in television shows or movies on an ongoing basis. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern.
NOTE 3. SPIN-OFF
On February 5, 2014, the board of directors of Original Source Entertainment authorized the spin-off of the Company to shareholders of record as of February 25, 2014. The spin-off was done in connection with a change of control of Original Source Entertainment. Under the terms of the spin-off, the Company’s common shares, par value $0.001 per share, will be distributed on a pro-rata basis to each holder of Original Source Entertainment’s common shares on the record date without any consideration or action on the part of such holders, and the holders of Original Source Entertainment’s common shares as of the record date will become owners of 100 percent of our common shares.
On May 13, 2016, the spin-off was completed due to the satisfactory resolution of all comments from the Securities and Exchange Commission to the Form 10 and the Form 10’s effectiveness.
NOTE 4. ADVANCES PAYABLE - RELATED PARTY
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
As of December 31, 2016 and December 31, 2015, the amount outstanding was $73,758 and $52,652, respectively. The advances are non-interest bearing, due upon demand and unsecured.
NOTE 5. STOCKHOLDERS’ DEFICIT
Preferred Stock
The Company is authorized to issue 5,000,000 shares of preferred stock with a par value of $0.001 per share.
No shares of preferred stock were issued and outstanding during the twelve months ended December 31, 2016 and 2015.
Common Stock
The Company is authorized to issue 45,000,000 shares of common stock with a par value of $0.001 per share. During each of the twelve months ended December 31, 2016 and 2015 the Company issued no shares of common stock. As at December 31, 2016 there were 5,073,000 shares of common stock issued and outstanding.
| F-8 |
NOTE 6. INCOME TAXES
The Internal Revenue Code (“IRC”) allows net operating losses (“NOL's”) to be carried forward and applied against future profits for a period of twenty years.
We did not provide any current or deferred federal income tax provision or benefit for any of the periods presented in our consolidated financial statements because we have experienced losses since our inception. When it is more likely than not, that a tax asset cannot be realized through future income, we must record an allowance against any potential future tax benefit. We provided a full valuation allowance against our net deferred tax assets, consisting of net operating loss carry forwards, because we determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward periods.
We have not taken a tax position that, if challenged, would have a material effect on our consolidated financial statements for the years ended December 31, 2016 and 2015 as defined under ASC 740. We did not recognize any adjustment to our liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of our accumulated deficit on our consolidated balance sheets.
At December 31, 2016, the Company had net operating loss carry forwards of approximately $227,823 that may be offset against future taxable income. No tax benefit has been reported in the December 31, 2016 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
Our provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows:
| Years Ended December 31, | ||||||||
| 2016 | 2015 | |||||||
| Income tax provision at the federal statutory rate | 35 | % | 35 | % | ||||
| Effect of operating losses | (35 | )% | (35 | )% | ||||
| — | % | — | % | |||||
| Changes in our cumulative net deferred tax assets consist of the following: | ||||||||
| December 31, | ||||||||
| 2016 | 2015 | |||||||
| Net loss carry forward | $ | 79,738 | $ | 63,017 | ||||
| Valuation allowance | (79,738 | ) | (63,017 | ) | ||||
| $ | — | $ | — | |||||
| A reconciliation of our income taxes computed at the statutory rate is as follows: | ||||||||
| Years Ended December 31, | ||||||||
| 2016 | 2015 | |||||||
| Tax at statutory rate | $ | 0 | $ | 26,695 | ||||
| Valuation allowance | (0 | ) | (26,695 | ) | ||||
| $ | — | $ | — | |||||
| F-9 |
NOTE 7. SUBSEQUENT EVENTS
In accordance with ASC 855-10, “Subsequent Events” the Company has analyzed its operations subsequent to December 31, 2016 to the date these financial statements were available to be issued. During this period, we did not have any significant subsequent events other than as set forth below.
The Company’s Board of Directors and majority stockholder, who is also the Company’s Chief Executive Officer and sole director, authorized, as of April 17, 2017: (a) an amendment to the Company’s Articles of Incorporation to effect a change of name from “Original Source Entertainment, Inc.” to “NeuroOne Medical Technologies Corporation”; (b) an amendment to the Company’s Articles of Incorporation to effect an increase in the number of authorized shares of common stock from 45,000,000 to 100,000,000 and to increase the number of authorized shares of preferred stock from 5,000,000 to 10,000,000; (c) a Certificate of Amendment to the Company’s Articles of Incorporation, which makes no material changes to the Company’s existing Articles of Incorporation other than incorporating the amendments described in the prior clauses (a) and (b); (d) a change to the Company’s state of incorporation from the State of Nevada to the State of Delaware pursuant to a plan of conversion in connection with which the Company will adopt a new certificate of incorporation and bylaws under the laws of the State of Delaware; and (e) the adoption of a 2017 Equity Incentive Plan. The Company is not required to effect any of clauses (a), (b) or (c) above, and may determine to do so only if and when a proposed business combination transaction with a third party is consummated, of which the Company can give no assurance of success.
| F-10 |
Pursuant to the requirements of Section 13 or 15(d) 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.
| ORIGINAL SOURCE ENTERTAINMENT, INC. | ||||
| By: | /s/ | Amer Samad | ||
| Name: | Amer Samad | |||
| Title: | Chief Executive Officer | |||
| Dated: April 17, 2017 | ||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ | Amer Samad | ||
| Name: | Amer Samad | |||
| Title: | CEO and Director | |||
| (Principal Executive and Financial Officer) | ||||
| Dated: April 17, 2017 | ||||
Exhibit 31
ORIGINAL SOURCE ENTERTAINMENT, INC.
CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Amer Samad, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of Original Source Entertainment, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
| 4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
| 5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Date: April 17, 2017
| /s/ Amer Samad | |
| Amer Samad | |
| Chief Executive Officer | |
| (principal executive officer) |
ORIGINAL SOURCE ENTERTAINMENT, INC.
CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Amer Samad, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of Original Source Entertainment, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
| 4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
| 5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Date: April 17, 2017
| /s/ Amer Samad | |
| Amer Samad | |
| (principal financial officer and principal accounting officer) |
Exhibit 32
ORIGINAL SOURCE ENTERTAINMENT, INC.
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Annual Report on Form 10-K of Original Source Entertainment, Inc. (the “Company”) for the period ending December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Amer Samad, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 17, 2017
| /s/ Amer Samad | |
| Amer Samad | |
| Chief Executive Officer | |
| (principal executive officer) |
ORIGINAL SOURCE ENTERTAINMENT, INC.
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Annual Report on Form 10-K of Original Source Entertainment, Inc. (the “Company”) for the period ending December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Amer Samad, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 17, 2017
| /s/ Amer Samad | |
| Amer Samad | |
| (principal financial officer and principal accounting officer) |
Document And Entity Information - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2016 |
Apr. 14, 2017 |
Jun. 30, 2016 |
|
| Document Information [Line Items] | |||
| Document Type | 10-K | ||
| Amendment Flag | false | ||
| Document Period End Date | Dec. 31, 2016 | ||
| Document Fiscal Year Focus | 2016 | ||
| Document Fiscal Period Focus | FY | ||
| Entity Registrant Name | Original Source Entertainment, Inc. | ||
| Entity Central Index Key | 0001500198 | ||
| Current Fiscal Year End Date | --12-31 | ||
| Entity Well-known Seasoned Issuer | No | ||
| Entity Voluntary Filers | No | ||
| Entity Current Reporting Status | Yes | ||
| Entity Filer Category | Smaller Reporting Company | ||
| Entity Public Float | $ 865,150 | ||
| Trading Symbol | OSOK | ||
| Entity Common Stock, Shares Outstanding | 5,073,000 |
CONSOLIDATED BALANCE SHEETS - USD ($) |
Dec. 31, 2016 |
Dec. 31, 2015 |
|---|---|---|
| Current assets | ||
| Cash | $ 0 | $ 0 |
| Assets from discontinued operations | 4,277 | 1,838 |
| Total Assets | 4,277 | 1,838 |
| Current liabilities | ||
| Accounts payable | 22,362 | 10,857 |
| Advances - related party | 73,758 | 52,652 |
| Liabilities from discontinued operations | 21,807 | 19,821 |
| Total current liabilities | 117,927 | 83,330 |
| Total Liabilities | 117,927 | 83,330 |
| Stockholders' Deficit | ||
| Preferred stock, $0.001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | 0 |
| Common stock, $0.001 par value; 45,000,000 shares authorized; 5,073,000 shares issued and outstanding | 5,073 | 5,073 |
| Additional paid in capital | 45,577 | 45,577 |
| Equity from discontinued operations | 63,523 | 47,906 |
| Retained deficit | (227,823) | (180,048) |
| Total Stockholders' Deficit | (113,650) | (81,492) |
| Total Liabilities and Stockholders' Deficit | $ 4,277 | $ 1,838 |
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Dec. 31, 2016 |
Dec. 31, 2015 |
Feb. 05, 2014 |
|---|---|---|---|
| Preferred stock, par value per share | $ 0.001 | $ 0.001 | |
| Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
| Preferred stock, shares issued | 0 | 0 | |
| Preferred stock, shares outstanding | 0 | 0 | |
| Common stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 45,000,000 | 45,000,000 | |
| Common stock, shares issued | 5,073,000 | 5,073,000 | |
| Common stock, shares outstanding | 5,073,000 | 5,073,000 |
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
| Revenue | $ 0 | $ 0 |
| Operating Expenses: | ||
| General and administrative | 32,611 | 30,915 |
| Total Operating Expenses | 32,611 | 30,915 |
| Income (Loss) from Operations | (32,611) | (30,915) |
| Income (Loss) before Provision for Income Taxes | (32,611) | (30,915) |
| Income Tax Provision | 0 | 0 |
| Net loss from continuing operations | (32,611) | (30,915) |
| Net income (loss) from discontinued operations | (15,164) | (31,948) |
| Net Income (Loss) | $ (47,775) | $ (62,863) |
| Net loss per common share basic and diluted from continuing operations (in dollars per share) | $ (0.01) | $ (0.01) |
| Net loss per common share basic and diluted from discontinued operations (in dollars per share) | (0.00) | (0.00) |
| Net loss per common share basic and diluted (in dollars per share) | $ (0.01) | $ (0.01) |
| Weighted average number of common shares Outstanding - Basic and diluted (in shares) | 5,073,000 | 5,073,000 |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT - USD ($) |
Total |
Common Stock [Member] |
Additional Paid in Capital [Member] |
Equity In Discontinued Operations [Member] |
Accumulated Deficit [Member] |
|---|---|---|---|---|---|
| Balances at Dec. 31, 2014 | $ (35,389) | $ 5,073 | $ 45,577 | $ 31,146 | $ (117,185) |
| Balances (in shares) at Dec. 31, 2014 | 5,073,000 | ||||
| Equity from discontinued operations | 16,760 | 16,760 | |||
| Net Loss | (62,863) | (62,863) | |||
| Balances at Dec. 31, 2015 | $ (81,492) | $ 5,073 | 45,577 | 47,906 | (180,048) |
| Balances (in shares) at Dec. 31, 2015 | 5,073,000 | 5,073,000 | |||
| Equity from discontinued operations | $ 15,617 | 15,617 | |||
| Net Loss | (47,775) | (47,775) | |||
| Balances at Dec. 31, 2016 | $ (113,650) | $ 5,073 | $ 45,577 | $ 63,523 | $ (227,823) |
| Balances (in shares) at Dec. 31, 2016 | 5,073,000 | 5,073,000 |
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
12 Months Ended | |
|---|---|---|
Dec. 31, 2016 | ||
| ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
| ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Original Source Entertainment, Inc. (the “Company”), was incorporated in the State of Nevada on August 20, 2009 (“Inception”). The Company’s intent is to license songs to the television and music industry for use for use in television shows or movies. The Company has had limited activity and revenue to date. Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is December 31. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure 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 estimates. Discontinued Operations On February 5, 2014, the board of directors of the Company authorized the spin-off of Original Source Music, Inc. (“Original Source Music”), the Company’s wholly-owned subsidiary which holds all of its operations, to shareholders of record as of February 25, 2014. The spin-off was done in connection with a change of control of Original Source Entertainment. Under the terms of the spin-off, Original Source Music’s common shares, par value $0.001 per share, will be distributed on a pro-rata basis to each holder of the Company’s common shares on the record date without any consideration or action on the part of such holders, and the holders of Original Source Entertainment’s common shares as of the record date will become owners of 100 percent of Original Source Music’s common shares. On May 13, 2016, the spin-off was completed due to the satisfactory resolution of all comments from the Securities and Exchange Commission to the Form 10 of Original Source Music and the Form 10’s effectiveness Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. Fair Value of Financial Instruments FASB ASC 820-10 “Fair Value Measurements and Disclosures” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This ASC also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable data by correlation or other means. Level 3 Inputs that are both significant to the fair value measurement and unobservable. The carrying value of cash, accrued liabilities and loan payable - related party approximates their fair value due to their short-term maturity. Income Taxes Deferred income tax assets and liabilities are recognized based on differences between the financial statement and tax basis of assets and liabilities using presently enacted tax rates. At each balance sheet date, the Company evaluates the available evidence about future taxable income and other possible sources of realization of deferred tax assets, and records a valuation allowance that reduces the deferred tax assets to an amount that represents management’s best estimate of the amount of such deferred tax assets that more likely than not will be realized. Income tax Revenue recognition The Company recognizes revenues in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Products and services, geographic areas and major customers The company derives revenue from the licensing of songs to the television and music industry. All fee revenues each year were domestic and to external customers. Advertising costs Advertising costs are expensed as incurred. The Company incurred no advertising costs during the twelve months ended December 31, 2016 or 2015. Basic and Diluted Earnings (Loss) Per Share The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. During the years ended December 31, 2016 and 2015, the Company did have potentially dilutive debt instruments outstanding that has been excluded from the earnings per share calculation, as such an inclusion would have been anti-dilutive due to losses incurred by the Company in both period and, therefore, basic and diluted earnings (loss) per share are equal in both periods. Recent Accounting Pronouncements We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company other than those relating to Development Stage Entities as discussed above. |
GOING CONCERN |
12 Months Ended | |
|---|---|---|
Dec. 31, 2016 | ||
| GOING CONCERN [Abstract] | ||
| GOING CONCERN | NOTE 2. GOING CONCERN The Company has suffered a loss from operations and has negative cash flows from operations, and in all likelihood will be required to make significant future expenditures in connection with marketing efforts along with general administrative expenses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. By doing so, the Company hopes to generate sufficient capital to execute its business plan of licensing songs to the television and music industry for use for use in television shows or movies on an ongoing basis. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. |
SPIN-OFF |
12 Months Ended | |
|---|---|---|
Dec. 31, 2016 | ||
| Stockholders' Equity Note [Abstract] | ||
| SPIN-OFF | NOTE 3. SPIN-OFF On February 5, 2014, the board of directors of Original Source Entertainment authorized the spin-off of the Company to shareholders of record as of February 25, 2014. The spin-off was done in connection with a change of control of Original Source Entertainment. Under the terms of the spin-off, the Company’s common shares, par value $0.001 per share, will be distributed on a pro-rata basis to each holder of Original Source Entertainment’s common shares on the record date without any consideration or action on the part of such holders, and the holders of Original Source Entertainment’s common shares as of the record date will become owners of 100 percent of our common shares. On May 13, 2016, the spin-off was completed due to the satisfactory resolution of all comments from the Securities and Exchange Commission to the Form 10 and the Form 10’s effectiveness. |
ADVANCES PAYABLE - RELATED PARTY |
12 Months Ended | |
|---|---|---|
Dec. 31, 2016 | ||
| ADVANCES PAYABLE - RELATED PARTY [Abstract] | ||
| ADVANCES PAYABLE - RELATED PARTY | NOTE 4. ADVANCES PAYABLE - RELATED PARTY In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note. As of December 31, 2016 and December 31, 2015, the amount outstanding was $73,758 and $52,652, respectively. The advances are non-interest bearing, due upon demand and unsecured. |
STOCKHOLDERS’ DEFICIT |
12 Months Ended | |
|---|---|---|
Dec. 31, 2016 | ||
| Stockholders' Equity Note [Abstract] | ||
| STOCKHOLDERS' DEFICIT | NOTE 5. STOCKHOLDERS’ DEFICIT Preferred Stock The Company is authorized to issue 5,000,000 shares of preferred stock with a par value of $0.001 per share. No shares of preferred stock were issued and outstanding during the twelve months ended December 31, 2016 and 2015. Common Stock The Company is authorized to issue 45,000,000 shares of common stock with a par value of $0.001 per share. During each of the twelve months ended December 31, 2016 and 2015 the Company issued no shares of common stock. As at December 31, 2016 there were 5,073,000 shares of common stock issued and outstanding. |
INCOME TAXES |
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Dec. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INCOME TAXES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INCOME TAXES | NOTE 6. INCOME TAXES The Internal Revenue Code (“IRC”) allows net operating losses (“NOL's”) to be carried forward and applied against future profits for a period of twenty years. We did not provide any current or deferred federal income tax provision or benefit for any of the periods presented in our consolidated financial statements because we have experienced losses since our inception. When it is more likely than not, that a tax asset cannot be realized through future income, we must record an allowance against any potential future tax benefit. We provided a full valuation allowance against our net deferred tax assets, consisting of net operating loss carry forwards, because we determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward periods. We have not taken a tax position that, if challenged, would have a material effect on our consolidated financial statements for the years ended December 31, 2016 and 2015 as defined under ASC 740. We did not recognize any adjustment to our liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of our accumulated deficit on our consolidated balance sheets. At December 31, 2016, the Company had net operating loss carry forwards of approximately $227,823 that may be offset against future taxable income. No tax benefit has been reported in the December 31, 2016 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Our provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows:
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SUBSEQUENT EVENTS |
12 Months Ended | |
|---|---|---|
Dec. 31, 2016 | ||
| SUBSEQUENT EVENTS [Abstract] | ||
| SUBSEQUENT EVENTS | NOTE 7. SUBSEQUENT EVENTS In accordance with ASC 855-10, “Subsequent Events” the Company has analyzed its operations subsequent to December 31, 2016 to the date these financial statements were available to be issued. During this period, we did not have any significant subsequent events other than as set forth below. |
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2016 | ||
| ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
| Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is December 31. |
|
| Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure 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 estimates. |
|
| Discontinued Operation | Discontinued Operations On February 5, 2014, the board of directors of the Company authorized the spin-off of Original Source Music, Inc. (“Original Source Music”), the Company’s wholly-owned subsidiary which holds all of its operations, to shareholders of record as of February 25, 2014. The spin-off was done in connection with a change of control of Original Source Entertainment. Under the terms of the spin-off, Original Source Music’s common shares, par value $0.001 per share, will be distributed on a pro-rata basis to each holder of the Company’s common shares on the record date without any consideration or action on the part of such holders, and the holders of Original Source Entertainment’s common shares as of the record date will become owners of 100 percent of Original Source Music’s common shares. On May 13, 2016, the spin-off was completed due to the satisfactory resolution of all comments from the Securities and Exchange Commission to the Form 10 of Original Source Music and the Form 10’s effectiveness |
|
| Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. |
|
| Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC 820-10 “Fair Value Measurements and Disclosures” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This ASC also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable data by correlation or other means. Level 3 Inputs that are both significant to the fair value measurement and unobservable. The carrying value of cash, accrued liabilities and loan payable - related party approximates their fair value due to their short-term maturity. |
|
| Income Taxes | Income Taxes Deferred income tax assets and liabilities are recognized based on differences between the financial statement and tax basis of assets and liabilities using presently enacted tax rates. At each balance sheet date, the Company evaluates the available evidence about future taxable income and other possible sources of realization of deferred tax assets, and records a valuation allowance that reduces the deferred tax assets to an amount that represents management’s best estimate of the amount of such deferred tax assets that more likely than not will be realized. Income tax |
|
| Revenue recognition | Revenue recognition The Company recognizes revenues in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. |
|
| Products and services, geographic areas and major customers | Products and services, geographic areas and major customers The company derives revenue from the licensing of songs to the television and music industry. All fee revenues each year were domestic and to external customers. |
|
| Advertising costs | Advertising costs Advertising costs are expensed as incurred. The Company incurred no advertising costs during the twelve months ended December 31, 2016 or 2015. |
|
| Basic and Diluted Earnings (Loss) Per Share | Basic and Diluted Earnings (Loss) Per Share The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. During the years ended December 31, 2016 and 2015, the Company did have potentially dilutive debt instruments outstanding that has been excluded from the earnings per share calculation, as such an inclusion would have been anti-dilutive due to losses incurred by the Company in both period and, therefore, basic and diluted earnings (loss) per share are equal in both periods. |
|
| Recent Accounting Pronouncements | Recent Accounting Pronouncements We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company other than those relating to Development Stage Entities as discussed above. |
INCOME TAXES (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||
| INCOME TAXES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||
| Schedule of sources and tax effects of the differences for the periods | The sources and tax effects of the differences for the periods presented are as follows:
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| Schedule of changes in our cumulative net deferred tax assets |
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| Schedule of reconciliation of income taxes computed at the statutory rate |
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ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Feb. 05, 2014 |
|
| Advertising cost | $ 0 | $ 0 | |
| Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 |
| Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | ||
SPIN-OFF (Details Textual) - $ / shares |
Dec. 31, 2016 |
Dec. 31, 2015 |
Feb. 05, 2014 |
|---|---|---|---|
| Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 |
| Noncontrolling Interest, Ownership Percentage by Parent | 100.00% |
ADVANCES PAYABLE - RELATED PARTY (Details Textual) - USD ($) |
Dec. 31, 2016 |
Dec. 31, 2015 |
|---|---|---|
| Amount outstanding | $ 73,758 | $ 52,652 |
STOCKHOLDERS' DEFICIT (Details Textual) - $ / shares |
Dec. 31, 2016 |
Dec. 31, 2015 |
Feb. 05, 2014 |
|---|---|---|---|
| Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | |
| Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
| Preferred Stock, Shares Issued | 0 | 0 | |
| Preferred Stock, Shares Outstanding | 0 | 0 | |
| Common Stock, Shares Authorized | 45,000,000 | 45,000,000 | |
| Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 |
| Common Stock, Shares, Issued | 5,073,000 | 5,073,000 | |
| Common Stock, Shares, Outstanding | 5,073,000 | 5,073,000 |
INCOME TAXES (Details) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
| Sources and tax effects of the differences for the periods | ||
| Income tax provision at the federal statutory rate | 35.00% | 35.00% |
| Effect of operating losses | (35.00%) | (35.00%) |
| Income tax rate, percentage | 0.00% | 0.00% |
INCOME TAXES (Details 1) - USD ($) |
Dec. 31, 2016 |
Dec. 31, 2015 |
|---|---|---|
| Changes in our cumulative net deferred tax assets | ||
| Net loss carry forward | $ 79,738 | $ 63,017 |
| Valuation allowance | (79,738) | (63,017) |
| Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details 2) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
| Reconciliation of income taxes computed at the statutory rate | ||
| Tax at statutory rate | $ 0 | $ 26,695 |
| Valuation allowance | 0 | (26,695) |
| Income Tax Expense (Benefit) | $ 0 | $ 0 |
INCOME TAXES (Details Textual) |
Dec. 31, 2016
USD ($)
|
|---|---|
| Operating Loss Carryforwards [Line Items] | |
| Operating Loss Carryforwards | $ 227,823 |
SUBSEQUENT EVENTS (Details Textual) - shares |
Apr. 17, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|---|---|---|---|
| Common Stock, Shares Authorized | 45,000,000 | 45,000,000 | |
| Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | |
| Subsequent Event [Member] | |||
| Common Stock, Shares Authorized | 100,000,000 | ||
| Preferred Stock, Shares Authorized | 10,000,000 |
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