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Original Source Music, Inc. – ‘10-Q’ for 9/30/19

On:  Tuesday, 11/19/19, at 10:06am ET   ·   For:  9/30/19   ·   Accession #:  1493152-19-17921   ·   File #:  0-55516

Previous ‘10-Q’:  ‘10-Q’ on 7/29/19 for 6/30/19   ·   Next:  ‘10-Q’ on 5/18/20 for 3/31/20   ·   Latest:  ‘10-Q’ on 11/16/20 for 9/30/20

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/19/19  Original Source Music, Inc.       10-Q        9/30/19   26:859K                                   M2 Compliance/FA

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019 or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to _________

000-55516

Commission file number

ORIGINAL SOURCE MUSIC, INC.

(Exact name of registrant as specified in its charter)

(852) 9039 9345

Registrant’s telephone number, including area code

(Former name, former address and former fiscal year, if changed since last report)

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

Original Source Music, Inc.

Condensed Balance Sheets

(Unaudited)

See accompanying notes to unaudited condensed financial statements.

Original Source Music, Inc.

Condensed Statements of Operations

(Unaudited)

*denotes net loss per common share of less than $0.01 per share.

See accompanying notes to unaudited condensed financial statements.

Original Source Music, Inc.

Condensed Statements of Changes in Stockholders’ Deficit

(Unaudited)

See accompanying notes to unaudited condensed financial statements.

Original Source Music, Inc.

Condensed Statements of Cash Flows

(Unaudited)

See accompanying notes to unaudited condensed financial statements.

Original Source Music, Inc.

Notes to the Unaudited Condensed Financial Statements

September 30, 2019

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Original Source Music, Inc (the “Company”) was incorporated under the laws of the State of Nevada on August 20, 2009, and established a fiscal year end of December 31. The Company was formed to license songs to the television and movie industry. The Company was a wholly owned subsidiary of Original Source Entertainment, Inc., a publicly traded Nevada corporation. On February 5, 2014, the board of directors of Original Source Entertainment authorized the spin-off of the registrant to shareholders of record as of February 25, 2014.

On March 19, 2018, the Company’s board of directors and officer sold their interest in the Company to Big Emperor, Ltd. a British Virgin Islands company (“Big Emperor”). The total number of shares purchased was 3,500,000 shares of common stock (the “Shares”) of the Company for $93,800 (the “Transaction”). Of the Shares, 3,000,000 were acquired from Lecia L. Walker, the Company’s Chief Executive Officer and a Director, and 500,000 were acquired from Esther Lynn Atwood, a Company Director. The Shares represent approximately 69% of the Company’s issued and outstanding common stock.

Along with the Transaction, the Company’s board of directors appointed Tsang Chi Hin (“Mr. Tsang”), age 59, as its Chief Executive Officer, and as director to hold office until the next annual meeting of shareholders and until his successor is duly elected and qualified or until his resignation or removal. Following the appointment of Mr. Tsang as an officer and director of the Company, Lecia L. Walker resigned her position as our Chief Executive Officer and Director and Esther Lynn Atwood resigned her position as Director. Both resignations were effective as of March 19, 2018.

With the proceeds from their sale of the Shares, Ms. Walker and Ms. Atwood agreed to pay $64,410 to holders of promissory notes issued by the Company in full satisfaction of principal and interest in all outstanding promissory notes issued by the Company. On March 19, 2018, all the Promissory Notes K through Promissory Note W, inclusive, were paid in full. Lecia L. Walker and Esther Lynn Atwood have waived all amounts due by the Company at March 19, 2018.

On September 30, 2019, Mr. Tsang, the sole shareholder of Big Emperor sold his one share of Big Emperor for $270,000.00 to 10 Fields Factory Co., Ltd, a Japanese Company (“10 Fields Factory”). Big Emperor owning 3,500,000 shares of common stock of the Company, represents approximately 69% of the Company’s issued and outstanding common stock. 10 Fields Factory becomes a new sole shareholder of the Company.

Along with the Transaction, the Company’s sole director appointed ICHIKAWA Hiroshi (“Mr. Ichikawa”), age 46, as its Chief Executive Officer, Chief Financial Officer, and as director, also appointed GUNJISHIMA Sayo (“Ms. Gunjishima”), age 30, and TONOBE Masatatsu (Mr. Tonobe), age 27, as director and to hold office until the next annual meeting of shareholders and until his successor is duly elected and qualified or until his resignation or removal. Following the appointment of Mr. Ichikawa as an officer and director and Ms. Gunjishima and Mr. Tonobe, as a director of the Company, Mr. Tsang resigned his position as our Chief Executive Officer and Director with effective as of September 30, 2019.

The Company has decided not pursue its original business plan and is currently in the process of evaluating new business opportunities after change of shareholders and directors. Our CEO is exploring such options.

These condensed financial statements have been prepared on a going concern basis. The Company has incurred net operating losses of $7,434 from inception through September 30, 2019 and has not yet established ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. As of September 30, 2019, the Company had an accumulated deficit totaling $141,866. The ability of the Company to continue as a going concern is dependent on the Company obtaining the adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. This raises substantial doubts about our ability to continue as a going concern.

Basis of Presentation

The financial statements present the condensed balance sheets, condensed statements of operations, condensed statements of shareholders’ deficit and condensed statements of cash flows of the Company. These financial statements are presented in the United States dollars and have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“United States”).

Unaudited Condensed Financial Statements

The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The unaudited condensed financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of the management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.

Net Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the nine months ended September 30, 2019 or September 30, 2018.

Income Taxes

The Company accounts for income taxes pursuant to FASB ASC 740. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year for the change in estimate.

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of September 30, 2019, the carrying value of accounts payable and accrued expenses and due to a related party approximated to the fair value due to the short-term nature and maturity of these instruments.

Estimates

The financial statements are prepared on the basis of GAAP in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Actual results could differ from those estimates made by management.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption.

NOTE 2 – CAPITAL STOCK

The Company’s capitalization is 5,073,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.

During the nine months ended September 30, 2019 and September 30, 2018, the Company did not issue any additional common stock shares.

NOTE 3 – SUBSEQUENT EVENTS

Subsequent to the balance sheet date, the Company did not have any material recognizable events.

Item 2. Management’s Discussion and Analysis or Plan of Operation.

FORWARD-LOOKING STATEMENTS

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of filing of this Form 10-Q. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of filing of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements.

Business Overview

Original Source Music, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on August 20, 2009. We were formed to license songs to the television and movie industry. We were a wholly owned subsidiary of Original Source Entertainment, Inc., a publicly traded Nevada corporation. On February 5, 2014, the board of directors of Original Source Entertainment authorized the spin-off of the registrant to shareholders of record as of February 25, 2014.

The spin-off was accomplished in connection with a change of control of Original Source Entertainment. Under the terms of the spin-off, the registrant’s common shares, par value $0.001 per share, were distributed on a pro-rata basis to each holder of Original Source Entrainment’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. The spin-off was consummated only upon the satisfactory resolution of all comments from the Securities and Exchange Commission to the registration statement on Form 10 and upon its effectiveness.

There was not any material change in the registrant’s operations as a result of the spin-off.

As of September 30, 2019, we had no employees other than Mr. Ichikawa, as an officer and director, and our directors Ms. Gunjishima and Mr. Tonobe .

On March 19, 2018, Big Emperor, Ltd. a British Virgin Islands company purchased 3,500,000 shares of common stock (the “Shares”) of the Company for $93,800. Of the Shares, 3,000,000 were acquired from Lecia L. Walker, the former Company’s Chief Executive Officer and a former Director, and 500,000 were acquired from Esther Lynn Atwood, a former Company Director. The Shares represent approximately 69% of the Company’s issued and outstanding common stock.

With the proceeds from the acquisition of the Shares, Ms. Walker and Ms. Atwood agreed to pay $64,410 to holders of promissory notes issued by the Company in full satisfaction of principal and interest in all outstanding promissory notes issued by the Company.

On March 19, 2018, the Company’s board of directors appointed Tsang Chi Hin, age 59, as its Chief Executive Officer, and as director to hold office until the next annual meeting of shareholders and until his successor is duly elected and qualified or until his resignation or removal.

Following the appointment of Mr. Tsang as an officer and director of the Company, Lecia L. Walker resigned her position as our Chief Executive Officer and Director and Esther Lynn Atwood resigned her position as Director. Both resignations were effective as of March 19, 2018.

On September 30, 2019, Mr. Tsang, the sole shareholder of Big Emperor sold his one share of Big Emperor for $270,000.00 to 10 Fields Factory Co., Ltd, a Japanese Company (“10 Fields Factory”). Big Emperor owning 3,500,000 shares of common stock of the Company, represents approximately 69% of the Company’s issued and outstanding common stock. 10 Fields Factory becomes a new sole shareholder of the Company.

Along with the Transaction, the Company’s sole director appointed ICHIKAWA Hiroshi (“Mr. Ichikawa”), age 46, as its Chief Executive Officer, Chief Financial Officer, and as director, also appointed GUNJISHIMA Sayo (“Ms. Gunjishima”), age 30, and TONOBE Masatatsu (Mr. Tonobe), age 27, as director and to hold office until the next annual meeting of shareholders and until his successor is duly elected and qualified or until his resignation or removal. Following the appointment of Mr. Ichikawa as an officer and director and Ms. Gunjishima and Mr. Tonobe, as a director of the Company, Mr. Tsang resigned his position as our Chief Executive Officer and Director with effective as of September 30, 2019.

As of September 30, 2019, we had no employee other than our officers and directors.

On March 19, 2018, all the Promissory Notes K through Promissory Note W, inclusive, were paid in full. Lecia L. Walker and Esther Lynn Atwood have waived all amounts due by the Company at March 19, 2018.

The Company has decided not pursue its original business plan and is currently in the process of evaluating new business opportunities after change of shareholders and directors. Our CEO is exploring such options. In addition, the Company is currently not conducting any business.

Critical Accounting Policies, Judgments and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles in the United States of America. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Our critical accounting policies are described in our Annual Report on Form 10-K for the year ended December 31, 2018. There have been no material changes to our critical accounting policies as of and for the nine months ended September 30, 2019.

For the unaudited nine months ended September 30, 2019 compared to the nine months ended September 30, 2018

Results of Operations

During the nine months ended September 30, 2019, we generated revenues of Nil compared to revenues of $10 during the three and nine months ended September 30, 2018, respectively.

During the three and nine months ended September 30, 2019, operating expenses, including general and administrative expenses and professional fees, were $699 and $7,434, respectively, compared to $8,423 and $21,537 of operating expenses during the three and nine months ended September 30, 2018. The decrease of $7,724 and $14,103 in operating expenses during the three and nine months ended September 30, 2019, was primarily due to a decrease in professional fees during the three and nine months ended September 30, 2018, respectively.

Other income consists of the written-off loans to Company because of cancellation of loan to Company. Other income decreased by $1,117 during the nine months ended September 30, 2018 to Nil compared with other income of Nil during the nine months ended September 30, 2019.

During the three and nine months ended September 30, 2019, the Company incurred net losses of $699 and $7,434, respectively, compared to net losses of $8,423 and $20,410 during the three and nine months ended September 30, 2018, respectively. The decrease in the net losses of $7,724 for the nine months ended September 30, 2019, was due to the decrease of $7,163 in professional fees as discussed above. The decrease in the net losses of 12,976 for the nine months ended September 30, 2019, was primarily related to a decrease in general and administrative expenses and other income.

Liquidity and Capital Resources

As of September 30, 2019, we had Nil cash balance, and the Company anticipates that our current cash and cash equivalents and cash generated from operations, if any, will be insufficient to satisfy our liquidity requirements for at least the next 12 months.

The principal stockholder has undertaken to finance the Company to continue as a going concern, assuming that the Company would be able to restructure its business and create a revenue-generating operation to support its continuation. However, it is uncertain as for how long the principal stockholder will continue to finance the Company or to what extent such financing may be, and there can be no assurance that the financing from the principal stockholder will not be discontinued.

These uncertainties may result in adverse effects on continuation of the Company as a going concern. The accompanying financial statements do not include or reflect any adjustments that might result from the outcome of these uncertainties.

Operating Activities

The Company neither generated nor used cash in operating activities during the nine months ended September 30, 2019, compared with $567 used in operating activities during the nine months ended September 30, 2018. The $567 decrease in cash used in operations was due to a decrease in accounts payable and accrued expenses and prepayment and partially offset with an increase in due to a related party during the nine months ended September 30, 2019.

Investing Activities

The Company neither generated nor used cash in investing activities during the nine months ended September 30, 2019 and 2018.

Financing Activities

The Company neither generated nor used cash in financing activities during the nine months ended September 30, 2019 and 2018.

Going Concern

These condensed financial statements have been prepared on a going concern basis. The Company has incurred net operating losses of $7,434 from inception through September 30, 2019 and has not yet established ongoing source of revenues sufficient to cover its operating costs and allow it continues as a going concern. As of September 30, 2019, the Company had an accumulated deficit totaling $141,866. The ability of the Company to continue as a going concern is dependent on the Company obtaining the adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. This raises substantial doubts about our ability to continue as a going concern.

Off Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements.

Inflation

We do not believe that inflation has had in the past or will have in the future any significant negative impact on our operations.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Our CEO and Chief Accounting Officer is responsible for establishing and maintaining disclosure controls and procedures for the Company.

(a) Evaluation of Disclosure Controls and Procedures

Based on the evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our CEO and Chief Accounting Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (“SECs”) rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and Chief Accounting Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in the Company’s Internal Controls Over Financial Reporting

Other than described above, there have been no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II - Other Information

Item 1. Legal Proceedings

There are no legal proceedings, which are pending or have been threatened against us or any of our officers, directors or control persons of which management is aware.

Item 1A. Risk Factors

Not applicable to smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of equity securities during the nine months ended September 30, 2019 and 2018.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

None

Item 6. Exhibits

Exhibit 31 — Section 302 Certificate of Principal Executive Officer and Principal Financial Officer

Exhibit 32 — Section 906 Certificate of Principal Executive Officer and Principal Financial Officer

SIGNATURES

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.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing		Date		Other Filings
		12/31/19		10-K,  10-K/A
Filed on:		11/19/19
		11/18/19
For Period end:		9/30/19		NT 10-Q
		12/31/18		10-K,  NT 10-K
		9/30/18		10-Q
		3/19/18		3
		12/31/17		10-K,  NT 10-K
		2/25/14
		2/5/14
		8/20/09
				List all Filings

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Filing Submission 0001493152-19-017921   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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