Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 11, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | NEUROONE MEDICAL TECHNOLOGIES Corp | |
Entity Central Index Key | 1,500,198 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | NMTC | |
Entity Common Stock, Shares Outstanding | 7,864,994 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash | $ 0 | $ 0 |
Assets from discontinued operations | 0 | 4,277 |
Total Assets | 0 | 4,277 |
Current liabilities | ||
Accounts payable | 41,667 | 22,362 |
Accrued liabilities | 1,498 | 0 |
Advances - related party | 85,330 | 73,758 |
Liabilities from discontinued operations | 0 | 21,807 |
Total current liabilities | 128,495 | 117,927 |
Total Liabilities | 128,495 | 117,927 |
Stockholders’ Deficit | ||
Preferred stock, $0.001 par value; 10,000,000 and 5,000,000 shares authorized as of June 30, 2017 and December 31, 2016, respectively; none issued and outstanding as of June 30, 2017 and December 31, 2016. | 0 | 0 |
Common stock, $0.001 par value; 100,000,000 and 45,000,000 shares authorized as of June 30, 2017 and December 31, 2016, respectively; 5,073,000 shares issued and outstanding as of June 30, 2017 and December 31, 2016. | 5,073 | 5,073 |
Additional paid in capital | 45,577 | 45,577 |
Accumulated deficit | (179,145) | (164,300) |
Total Stockholders’ Deficit | (128,495) | (113,650) |
Total Liabilities and Stockholders’ Deficit | $ 0 | $ 4,277 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 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 |
Common stock, shares authorized | 100,000,000 | 45,000,000 |
Common stock, shares issued | 5,073,000 | 5,073,000 |
Common stock, shares outstanding | 5,073,000 | 5,073,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||||||
Revenues: | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Operating Expenses: | |||||||||
General and administrative | 23,621 | 14,108 | 32,375 | 18,493 | |||||
Total Operating Expenses | 23,621 | 14,108 | 32,375 | 18,493 | |||||
Income (Loss) from Operations | (23,621) | (14,108) | (32,375) | (18,493) | |||||
Income Tax Provision | 0 | 0 | 0 | 0 | |||||
Net loss from continuing operations | (23,621) | (14,108) | (32,375) | (18,493) | |||||
Net income (loss) from discontinued operations | 0 | (10,591) | 17,530 | (15,164) | |||||
Net Income (Loss) | $ (23,621) | $ (24,699) | $ (14,845) | $ (33,657) | |||||
Net loss per common share basic and diluted from continuing operations | [1] | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Net loss per common share basic and diluted from discontinued operations | 0 | 0 | [1] | 0 | [1] | 0 | [1] | ||
Net loss per common share basic and diluted | $ 0 | [1] | $ 0 | [1] | $ 0 | [1] | $ (0.01) | ||
Weighted average number of common shares Outstanding- Basic and diluted | 5,073,000 | 5,073,000 | 5,073,000 | 5,073,000 | |||||
[1] | Denotes a loss of less than $(0.01) |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows From Operating Activities: | ||
Net Loss For The Period | $ (14,845) | $ (33,657) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Impact from discontinued operations | (17,530) | 15,617 |
Changes in Operating Assets and Liabilities: | ||
Assets from discontinued operations | 0 | (2,439) |
Liabilities from discontinued operations | 0 | 1,986 |
Accounts payable and accrued liabilities | 20,803 | 10,283 |
Net Cash Used in Operating Activities | (11,572) | (8,210) |
Cash Flows From Investing Activities: | ||
Net Cash Provided by (Used in) Investing Activities | 0 | 0 |
Cash Flows From Financing Activities: | ||
Advances - related party | 11,572 | 8,210 |
Net Cash Provided by Financing Activities | 11,572 | 8,210 |
Net Increase (Decrease) in Cash | 0 | 0 |
Cash - Beginning of Period | 0 | 0 |
Cash - End of Period | 0 | 0 |
Supplemental Disclosures | ||
Cash paid in interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
ORGANIZATION, OPERATIONS AND SU
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2017 | |
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NeuroOne Medical Technologies Corporation’s (the “Company”) originally incorporated in the State of Nevada on August 20, 2009 (“Inception”) as Original Source Entertainment, Inc. (“OSE”). OSE’s intent was to license songs to the television and music industry for use in television shows or movies. OSE has had limited activity and revenue to date and no longer had any assets or operations, as of June 30, 2017, since the spin-off of its wholly owned subsidiary effective May 13, 2016, as further described under “Discontinued Operations” below. The Company’s Board of Directors and majority stockholder, who was 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 45,000,000 100,000,000 5,000,000 10,000,000 Pursuant to a Plan of Conversion (the “Plan”), on June 23, 2017, the Company filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada to effect clauses (a), (b) and (c) above. Pursuant to the Plan, on June 23, 2017, the Company filed Articles of Conversion with the Secretary of State of the State of Nevada to change the Company’s state of incorporation from Nevada to Delaware (the “Reincorporation”). In connection with the Reincorporation, on June 28, 2017, the Secretary of State of the State of Delaware accepted the Company’s filing of a Certificate of Conversion and a Certificate of Incorporation. On July 20, 2017, the Company entered into a Merger Agreement with NeuroOne, Inc. and OSOK Acquisition Company to acquire NeuroOne, Inc. The transactions contemplated by the Merger Agreement were consummated on July 20, 2017. See Note 5 Subsequent Events 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. The accompanying unaudited interim financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited interim financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2016 and notes thereto contained in the information as part of the Company’s Annual Report on Form 10-K, which was filed with the SEC on April 17, 2017. On February 5, 2014, the board of directors of OSE authorized the spin-off of the Company’s wholly-owned subsidiary, Original Source Music Inc., to shareholders of record as of February 25, 2014. All of the Company’s assets and business operations at that time were held in Original Source Music, Inc. The spin-off was done in connection with a change of control of OSE. Under the terms of the spin-off, the Company’s common shares, par value $ 0.001 100 On May 13, 2016, the spin-off was completed due to the satisfactory resolution of all comments from the SEC to the Form 10 and the Form 10’s effectiveness. Prior year amounts have been reclassified to current year presentation with regard to equity from discontinued operations. 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. 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. 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. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2017 | |
GOING CONCERN [Abstract] | |
GOING CONCERN | NOTE 2. GOING CONCERN The Company has incurred losses from operations and has negative cash flows from operations, and in all likelihood will be required to make significant future expenditures. The Company does not have adequate liquidity to fund its operations throughout fiscal 2017 without raising additional funds. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this condition. After completion of the merger transaction on July 20, 2017 (see Note 5), the Company intends to seek additional financing to fund its new plan of operations. If the Company is not able to raise additional working capital, it will have a material adverse effect on the operations of the Company. Management believes that the currently available resources, taking into account the cash on hand of its recently-acquired, wholly-owned subsidiary NeuroOne, Inc., combined with funds expected to be raised in fiscal 2017 will be sufficient to enable the Company to meet its operating plan through at least June 30, 2018. However, if the Company is unable to raise additional funds, or the Company’s anticipated operating results are not achieved, management believes planned expenditures may need to be reduced in order to extend the time period that existing resources can fund the Company’s operations. If management is unable to obtain the necessary capital, it may have to cease operations. |
ADVANCES PAYABLE - RELATED PART
ADVANCES PAYABLE - RELATED PARTY | 6 Months Ended |
Jun. 30, 2017 | |
ADVANCES PAYABLE - RELATED PARTY [Abstract] | |
ADVANCES PAYABLE - RELATED PARTY | NOTE 3. ADVANCES PAYABLE - RELATED PARTY As of June 30, 2017 and December 31, 2016, the Company had outstanding advances from related parties of $85,330 and $73,758, respectively. The advances are non-interest bearing, due upon demand and unsecured. |
SPIN-OFF
SPIN-OFF | 6 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
SPIN-OFF | NOTE 4. SPIN-OFF On February 5, 2014, the board of directors of OSE authorized the spin-off of the Company’s wholly-owned subsidiary, Original Source Music Inc., to shareholders of record as of February 25, 2014. All of the Company’s assets and business operations at that time were held in Original Source Music, Inc. The spin-off was done in connection with a change of control of OSE. Under the terms of the spin-off, the Company’s common shares, par value $ 0.001 100 On May 13, 2016, the spin-off was completed due to the satisfactory resolution of all comments from the SEC to the Form 10 and the Form 10’s effectiveness. The prior financial statements have been revised to reflect the completed spin-off. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2017 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 5. SUBSEQUENT EVENTS Merger with NeuroOne, Inc. On July 20, 2017, the Company entered into a Merger Agreement with NeuroOne, Inc. and OSOK Acquisition Company to acquire NeuroOne, Inc. (the “Acquisition”). The transactions contemplated by the Merger Agreement were consummated on July 20, 2017 (the “Closing”) and, pursuant to the terms of the Merger Agreement, (i) all outstanding shares of common stock of NeuroOne, Inc., par value $0.0001 per share (the “NeuroOne Shares”) were exchanged for shares of the Company’s common stock, par value $0.001 per share (the “Company Shares”) based on the exchange ratio of 17.0103706 Company Shares for every one NeuroOne Share 6,291,994 365,716 Pursuant to the Acquisition, the Company acquired 100 3,500,000 In connection with the Acquisition, Amer Samad, formerly the Company’s sole director and officer, appointed the person designated by NeuroOne, Inc. to the Company’s Board of Directors and resigned from all officer positions. The Company’s newly constituted Board of Directors immediately appointed the officers designated by NeuroOne, Inc. On August 4, 2017, Mr. Samad’s resigned as a director and three new members of the board of directors were appointed. |
ORGANIZATION, OPERATIONS AND 11
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
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. |
Unaudited Interim Financial Information | The accompanying unaudited interim financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited interim financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2016 and notes thereto contained in the information as part of the Company’s Annual Report on Form 10-K, which was filed with the SEC on April 17, 2017. |
Discontinued Operation | On February 5, 2014, the board of directors of OSE authorized the spin-off of the Company’s wholly-owned subsidiary, Original Source Music Inc., to shareholders of record as of February 25, 2014. All of the Company’s assets and business operations at that time were held in Original Source Music, Inc. The spin-off was done in connection with a change of control of OSE. Under the terms of the spin-off, the Company’s common shares, par value $ 0.001 100 On May 13, 2016, the spin-off was completed due to the satisfactory resolution of all comments from the SEC to the Form 10 and the Form 10’s effectiveness. Prior year amounts have been reclassified to current year presentation with regard to equity from discontinued operations. |
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. |
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. |
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. |
ORGANIZATION, OPERATIONS AND 12
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 | 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% | ||
Common Stock, Shares Authorized | 100,000,000 | 45,000,000 | |
Preferred Stock, Shares Authorized | 10,000,000 | 5,000,000 |
ADVANCES PAYABLE - RELATED PA13
ADVANCES PAYABLE - RELATED PARTY (Details Textual) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Amount outstanding | $ 85,330 | $ 73,758 |
SPIN-OFF (Details Textual)
SPIN-OFF (Details Textual) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 | 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% |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - Subsequent Event [Member] | 1 Months Ended |
Jul. 20, 2017shares | |
Director [Member] | |
Stock Issued During Period, Shares, Share-based Compensation, Forfeited | 3,500,000 |
NeuroOne [Member] | |
Business Combination, Consideration Description | The transactions contemplated by the Merger Agreement were consummated on July 20, 2017 (the Closing) and, pursuant to the terms of the Merger Agreement, (i) all outstanding shares of common stock of NeuroOne, Inc., par value $0.0001 per share (the NeuroOne Shares) were exchanged for shares of the Companys common stock, par value $0.001 per share (the Company Shares) based on the exchange ratio of 17.0103706 Company Shares for every one NeuroOne Share |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 6,291,994 |
Common Stock, Capital Shares Reserved for Future Issuance | 365,716 |
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |