As filed with the Securities and Exchange Commission on October 4, 2010
Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ORIGINAL SOURCE ENTERTAINMENT, INC.
(Exact name of Registrant as specified in its charter)
<s> <c> <c>
Nevada 2741 27-0863354
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code) Identification No.)
8201 South Santa Fe Drive #229
Littleton, Colorado 80120
Telephone: 303-495-3728
(Address and telephone number of
Registrant's principal executive offices)
Lecia L. Walker
Original Source Entertainment, Inc.
8201 South Santa Fe Drive #229
Littleton, Colorado 80120
Telephone: 303-495-3728
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
With copies to:
Jody M. Walker
Attorney at Law
7841 S. Garfield Way
Centennial, Colorado 80122
Telephone: (303)850-7637
Facsimile: (303)482-2731
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, please check the following box: [x]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
2
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non accelerated filer, or a small
reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF AMOUNT PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE TO BE MAXIMUM MAXIMUM REGISTRATION
REGISTERED REGISTERED OFFERING PRICE AGGREGATE FEE
PER SHARE OFFER PRICE
<s> <c> <c> <c> <c>
Common Stock(1) 10,000,000 $ .05 $500,000 $35.65
Common Stock(2) 1,500,000 $ .05 75,000 5.35
---------- -------- ------
Total 11,500,000 $575,000 $41.00
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933
solely for the purpose of computing the amount of the registration fee.
(2) Represents common stock being sold on behalf of selling security
holders
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states
that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
this registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
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Preliminary Prospectus Dated October 4, 2010
Subject to Completion
Original Source Entertainment, Inc.
$500,000
Up to a Maximum of 10,000,000
Common Shares at $0.05 Per Common Share
We are offering for sale a maximum of 10,000,000 common shares at a
price of $0.05 per share.
There is no minimum amount of shares that we must sell in our direct
offering, and therefore no minimum amount of proceeds will be raised.
No arrangements have been made to place funds into escrow or any
similar account.
We are also registering 1,500,000 common shares on behalf of selling
security holders. We will not receive any cash or other proceeds in
connection with the subsequent sale by the selling security holders.
The 1,500,000 common shares included in this prospectus may be offered
and sold directly by the selling security holders. The selling
security holders must sell at a fixed price of $.05 until our shares
are quoted on a market or securities exchange. Thereafter, the selling
security holders may sell at prevailing prices or privately negotiated
prices. We will not control or determine the price at which a selling
security holder decides to sell its shares. Brokers or dealers
effecting transactions in these shares should confirm that the shares
are registered under applicable state law or that an exemption from
registration is available.
The primary offering will commence on the effective date of this
prospectus and will terminate on or before December 31, 2011. In our
sole discretion, we may terminate the primary offering before all of
the common shares are sold. The secondary offering by selling
shareholders shall commence upon termination of the primary offering.
There is no market for our securities. Our common stock is presently
not traded on any market or securities exchange and we have not applied
for listing or quotation on any public market.
Consider carefully the risk factors beginning on page 7 in this
prospectus.
Neither the SEC nor any state securities commission has approved these
common shares or determined that this prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
4
Proceeds of the Offering
Per Common Share Total
Offering Price $.05 $500,000
Proceeds to Original Source,
before expenses $.05 $500,000
5
TABLE OF CONTENTS
Prospectus Summary 6
Risk Factors 7
Forward Looking Statements 12
Plan of Distribution and Selling Security Holders 13
Business Operations 16
Use of Proceeds 19
Determination of Offering Price 20
Dilution 20
Dividend Policy 21
Management's Discussion and Analysis of Financial
Condition and Results of Operations 22
Directors, Executive Officers Control Persons 24
Security Ownership of Certain Beneficial Owners
and Management 27
Certain Relationships and Related Transactions 28
Description of Capital Stock 29
Shares Eligible for Future Sale 30
Disclosure of Commission Position on Indemnification 31
for Securities Act liabilities
Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 31
Market for Common Stock and Related Stockholder
Matters 32
Experts 33
Legal Proceedings 33
Legal Matters 33
Where You Can Find More Information 34
Financial Statements 35
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PROSPECTUS SUMMARY
To understand this offering fully, you should read the entire
prospectus carefully, including the risk factors beginning on page 6
and the financial statements.
General Original Source Entertainment, Inc. was
incorporated under the laws of the State of
Nevada on August 20, 2009.
Operations We are a development stage company, formed to
contract with various recording artists and
then, in turn, contract those songs with the
highest quality and potential for placement in
television and film.
We have a deficit accumulated in the
development state of $(3,078) and $(2,779) as
of June 30, 2010 and December 31, 2009,
respectively. In their opinion on our
financial statements as of and for the period
from inception (August 20, 2009) to December
31, 2009, our auditors have indicated that
there is substantial doubt about our ability to
continue as a going concern.
Common Shares
Outstanding prior to
Offering 4,500,000
Common Shares being
sold in this offering 10,000,000
Common Shares being
sold in this offering
by selling security
holders 1,500,000
Terms of Primary
Offering This is a self-underwritten public offering
with no minimum purchase requirement. Shares
will be offered on a best efforts basis and we
do not intend to use an underwriter for this
offering. We do not have an arrangement to
place the proceeds from this offering in an
escrow, trust, or similar account. Any funds
raised from the offering will be immediately
available to us for our immediate use.
Sales by Selling
Security Holders The selling security holders must sell at a
fixed price of $.05 until our shares are quoted
a market or securities exchange. Thereafter,
the selling security holders may sell at
prevailing prices or privately negotiated
prices.
7
We are registering common shares on behalf of
the selling security holders in this
prospectus. We will not receive any cash or
other proceeds in connection with the
subsequent sales. We are not selling any
common shares on behalf of selling security
holders and have no control or affect on the
selling security holders.
Termination of the
Offering The primary offering will commence on the
effective date of this prospectus and will
terminate on or before December 31, 2011. In
our sole discretion, we may terminate the
primary offering before all of the common
shares are sold. The secondary offering by
selling shareholders shall commence upon
termination of the primary offering.
Market for our common
stock Our common stock is not quoted on a market or
securities exchange. We cannot provide any
assurance that an active market in our common
stock will develop. We intend to quote our
common shares on a market or securities
exchange.
Use of proceeds We will use the proceeds of this offering to
develop and execute a fully operational valid
marketing plan for our product.
RISK FACTORS
Our business is subject to numerous risk factors, including the
following.
1. We are a development stage company with a limited operating
history and may never be able to effectuate our business plan or
achieve any revenues or profitability. Potential investors have a high
probability of losing their entire investment.
We are subject to all of the risks inherent in the establishment of a
new business enterprise. The registrant was incorporated on August 20,
2009. Although we have begun limited business operations, we may not
be able to successfully effectuate our business plan or we may not be
able to market our services in the future in a manner that will
generate significant revenues. In addition, any revenues that we may
generate may be insufficient for us to become profitable.
In particular, potential investors should be aware that we have not
proven that we can:
- - raise sufficient capital in the public and/or private markets;
- - have access to a line of credit in the institutional lending
marketplace for the expansion of our business;
- - respond effectively to competitive pressures; or
- - recruit and build a management team to accomplish our business
plan.
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Accordingly, our prospects must be considered in light of the risks,
expenses and difficulties frequently encountered in establishing a new
business, and Original Source is a highly speculative venture involving
significant financial risk.
2. We cannot offer any assurance as to our future financial results.
You may lose your entire investment.
We have not received substantial income from operations to date and
future financial results are uncertain. We cannot assure you that
Original Source can operate in a profitable manner. We have a retained
deficit of $(3,078) and $(2,779) as of June 30, 2010 and December 31,
2009, respectively. Even if we obtain future revenues sufficient to
expand operations, increased production or marketing expenses would
adversely affect liquidity of Original Source.
3. Our auditors have expressed a going concern issue that notes our
need for capital and/or revenues to survive as a business. You may
lose your entire investment.
Our ability to continue as a going concern is dependent on our ability
to further implement its business plan and raise capital.
We are currently a development stage company and our continued
existence is dependent upon our ability to resolve our liquidity
problems, principally by obtaining additional debt financing and/or
equity capital. We have yet to generate a significant cash flow, and
until sales of products commence, we are highly dependent upon debt and
equity funding. Should continuing debt and equity funding requirements
not be met, our operations may cease to exist.
4. There is a disparity between the offering price and the prices at
which the selling security holders acquired their common shares. This
may negatively affect your ability to sell your common shares in the
future.
The selling security holders will sell their common shares at $.05 per
common share until our common shares are quoted on a market or
securities exchange. The selling security holders acquired their
common shares for no cash and/or services for $.001 per common share
and are registering common shares to be sold at $.05 until our common
shares are quoted on the OTC Electronic Bulletin Board.
5. We do not have a public market in our securities. If our common
stock has no active trading market, you may not be able to sell your
common shares at all.
We do not have a public market for our common shares. Our securities
are not traded on any exchange. We cannot assure you that an active
public market will ever develop. Consequently, you may not be able to
liquidate your investment in the event of an emergency or for any other
reason.
6. We do not meet the requirements for our stock to be quoted on
NASDAQ, American Stock Exchange or any other senior exchange and the
tradability in our stock will be limited under the penny stock
regulation.
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The liquidity of our common stock is restricted as our common stock
falls within the definition of a penny stock.
Under the rules of the Securities and Exchange Commission, if the price
of the registrant's common stock on the OTC Bulletin Board is below
$5.00 per share, the registrant's common stock will come within the
definition of a "penny stock." As a result, Original Source common
stock is subject to the "penny stock" rules and regulations. Broker-
dealers who sell penny stocks to certain types of investors are
required to comply with the Commission's regulations concerning the
transfer of penny stock. These regulations require broker-dealers to:
- Make a suitability determination prior to selling penny stock to
the purchaser;
- Receive the purchaser's written consent to the transaction; and
- Provide certain written disclosures to the purchaser.
These requirements may restrict the ability of broker/dealers to sell
the registrant's common stock, and may affect the ability to resell the
registrant's common stock.
7. The initial price of $.05 may have little or no relationship to
the market price, if any of our common stock.
The offering price of our common stock by the selling security holder
was arbitrarily determined without regard to book value, recent
issuances of shares, such as for cash and services or market value.
There may be little or no relationship between the initial prices of
$.05 and the market price. You may lose your entire investment.
8. Future sales by our stockholders could cause the stock price to
decline and may affect your ability to liquidate your investment.
In the future, Original Source may issue equity and debt securities.
Any sales of additional common shares may have a depressive effect upon
the market price of Original Source's common stock causing the stock
price to decline.
9. The selling security holders may have liability because of their
status as underwriters. They may sue us if there are any omissions or
misstatements in the registration statement that subject them to civil
liability.
Under the Securities Act of 1933, the selling security holders will be
considered to be underwriters of the offering. The selling security
holders may have civil liability under Section 11 and 12 of the
Securities Act for any omissions or misstatements in the registration
statement because of their status as underwriters. We may be sued by
selling security holders if omissions or misstatements result in civil
liability to them.
10. Our officers and directors have little experience in running a
business similar to our company, they may not be able to successfully
operate such a business which could cause you to lose your investment.
We are a development stage company and while we intend to place
thousands of additional songs under contract and market these songs to
the television and film industry, there is no assurance that our
management will be able to accomplish our goals. Lecia L. Walker and
E. Lynn Atwood, our current officers and directors, have effective
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control over all decisions regarding both policy and operations of
Original Source with no oversight from other management. While Lecia
L. Walker has had experience in the same business that we are in, there
is no assurance that she will be able to manage our operations and
bring it to a profitable position. Our success is contingent upon the
ability of our current officers and directors to make appropriate
business decisions in these areas.
11. If we lose the services of key members of our management team, we
may not be able to execute our business strategy effectively.
Our future success depends in a large part upon the continued service
of key members of our management team. In particular, Lecia L. Walker,
an officer and director, is critical to our overall management as well
as our strategic direction. The loss of Lecia Walker's services could
have a material adverse effect on our business operations and financial
condition. We do not maintain any key-person life insurance policies.
The loss of any of our management or key personnel could materially
harm our business.
12. Our officers and directors have other business activities and
will only be devoting a portion of their time to our operations. As a
result, our operations may be sporadic which may result in periodic
interruptions or suspensions of our business activities.
Our officers and directors are not required to work exclusively for us,
are only engaged in our business activities on a part-time basis and do
not intend to devote full time to the business of the registrant in the
foreseeable future. This could cause the officers a conflict of
interest between the amount of time they devote to our business
activities and the amount of time required to be devoted to their other
activities. Lecia L. Walker, our chief executive officer, chief
financial officer and a director intends to devote only approximately
20 to 30 hours per week to our business activities until operations
increase, however she may devote whole days or even multiple days at a
stretch when required.
Subsequent to the completion of this offering, we intend to increase
our business activities in terms of placing additional songs under
contract and, in turn, contracting those songs with the television and
movie industry. This increase in business activities may require that
either of our officers engage in our business activities on a full-time
basis or that we hire additional employees; however, at this time, we
do not have sufficient funds to pursue either option.
13. We may not be able to locate and hire necessary personnel to make
our company a success.
The expansion of our business will place further demands on existing
management and future growth. Profitability will depend, in part, on
our ability to hire and retain the necessary personnel to operate and
grow our business. There is no certainty that we will be able to
identify, attract, hire, train, retain and motivate other highly
skilled technical, administrative, managerial, marketing and customer
service personnel. Competition for such personnel is intense and there
is no certainty that we will be able to successfully attract, integrate
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or retain sufficiently qualified personnel. The failure to attract and
retain the necessary personnel could have a materially adverse effect
on our business, operations and financial condition.
14. If we cannot successfully compete, we may never reach profitable
operations.
The music industry is intensely competitive and fragmented. We will
compete on the basis of price and selection against other small
companies like ours, as well as large companies that have a similar
business and large marketing companies. We may never be able to
compete successfully and may never reach profitable operations. You
may lose your entire investments.
15. State securities laws may limit secondary trading, which may
restrict the states in which and conditions under which you can sell
the shares offered by this prospectus.
Secondary trading in common stock sold in this offering will not be
possible in any state until the common stock is qualified for sale
under the applicable securities laws of the state or there is
confirmation that an exemption, such as listing in certain recognized
securities manuals, is available for secondary trading in the state. If
we fail to register or qualify, or to obtain or verify an exemption for
the secondary trading of, the common stock in any particular state, the
common stock could not be offered or sold to, or purchased by, a
resident of that state. In the event that a significant number of
states refuse to permit secondary trading in our common stock, the
liquidity for the common stock could be significantly impacted thus
causing you to realize a loss on your investment.
16. We may issue shares of preferred stock in the future that may
adversely impact your rights as holders of our common stock.
Our Articles of Incorporation authorizes us to issue up to 5,000,000
shares of "blank check" preferred stock. Accordingly, our board of
directors will have the authority to fix and determine the relative
rights and preferences of preferred shares, as well as the authority to
issue such shares, without further stockholder approval. As a result,
our board of directors could authorize the issuance of a series of
preferred stock that would grant to holders preferred rights to our
assets upon liquidation, the right to receive dividends before
dividends are declared to holders of our common stock, and the right to
the redemption of such preferred shares, together with a premium, prior
to the redemption of the common stock. To the extent that we do issue
such additional shares of preferred stock, your rights as holders of
common stock could be impaired thereby, including, without limitation,
dilution of your ownership interests in us. In addition, shares of
preferred stock could be issued with terms calculated to delay or
prevent a change in control or make removal of management more
difficult, which may not be in your interest as holders of common
stock.
17. We have not yet adopted of certain corporate governance measures.
As a result, our stockholders have limited protections against
interested director transactions, conflicts of interest and similar
matters.
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The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and
enacted by the SEC, the New York and American Stock Exchanges and the
Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the
implementation of various measures relating to corporate governance.
These measures are designed to enhance the integrity of corporate
management and the securities markets and apply to securities which are
listed on those exchanges or the Nasdaq Stock Market. Because we are
not presently required to comply with many of the corporate governance
provisions and because we chose to avoid incurring the substantial
additional costs associated with such compliance any sooner than
necessary, we have not yet adopted these measures.
Because all our directors are non-independent, we do not currently have
independent audit or compensation committees. As a result, the
directors have the ability, among other things, to determine their own
level of compensation. Until we comply with such corporate governance
measures, regardless of whether such compliance is required, the
absence of such standards of corporate governance may leave our
stockholders without protections against interested director
transactions, conflicts of interest and similar matters and investors
may be reluctant to provide us with funds necessary to expand our
operations.
18. We may be exposed to potential risks resulting from new
requirements under Section 404 of the Sarbanes-Oxley Act of 2002.
If we become registered with the SEC, we will be required, pursuant to
Section 404 of the Sarbanes-Oxley Act of 2002, to include in our annual
report our assessment of the effectiveness of our internal control over
financial reporting. We do not have a sufficient number of employees to
segregate responsibilities and may be unable to afford increasing our
staff or engaging outside consultants or professionals to overcome our
lack of employees.
19. The costs to meet our reporting and other requirements as a
public company subject to the Exchange Act of 1934 will be substantial
and may result in us having insufficient funds to expand our business
or even to meet routine business obligations.
If we become a public entity, subject to the reporting requirements of
the Exchange Act of 1934, we will incur ongoing expenses associated
with professional fees for accounting, legal and a host of other
expenses for annual reports and proxy statements. We estimate that
these costs could range up to $35,000 per year for the next few years
and will be higher if our business volume and activity increases but
lower during the first year of being public because our overall
business volume will be lower, and we will not yet be subject to the
requirements of Section 404 of the Sarbanes-Oxley Act of 2002. As a
result, we may not have sufficient funds to grow our operations.
FORWARD LOOKING STATEMENTS
The statements contained in this prospectus that are not historical
fact are forward-looking statements which can be identified by the use
of forward-looking terminology such as "believes," "expects," "may,"
"should," or "anticipates" or the negative thereof or other variations
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thereon or comparable terminology, or by discussions of strategy that
involve risks and uncertainties. We have made the forward-looking
statements with management's best estimates prepared in good faith.
Because of the number and range of the assumptions underlying our
projections and forward-looking statements, many of which are subject
to significant uncertainties and contingencies that are beyond our
reasonable control, some of the assumptions inevitably will not
materialize and unanticipated events and circumstances may occur
subsequent to the date of this prospectus.
These forward-looking statements are based on current expectations, and
we will not update this information other than required by law.
Therefore, the actual experience of Original Source, and results
achieved during the period covered by any particular projections and
other forward-looking statements should not be regarded as a
representation by Original Source, or any other person, that we will
realize these estimates and projections, and actual results may vary
materially. We cannot assure you that any of these expectations will
be realized or that any of the forward-looking statements contained
herein will prove to be accurate.
PLAN OF DISTRIBUTION AND SELLING SECURITY HOLDERS
This prospectus relates to the sale of 10,000,000 common shares by
Original Source and 1,500,000 shares being registered by selling
shareholders.
There has been no market for our securities. Our common stock is not
traded on any exchange or on the over-the-counter market. After the
effective date of the registration statement relating to this
prospectus, we hope to have a market maker file an application with
FINRA for our common stock to be eligible for trading on the over-the-
counter market. We do not yet have a market maker who has agreed to
file such application.
Primary Offering
We will sell the 10,000,000 common shares ourselves and do not plan to
use underwriters or pay any commissions. We will be selling our common
shares using our best efforts and no one has agreed to buy any of our
common shares. This prospectus permits our officers and directors to
sell the common shares directly to the public, with no commission or
other remuneration payable to them for any common shares they may sell.
There is no plan or arrangement to enter into any contracts or
agreements to sell the common shares with a broker or dealer. Our
officers and directors will sell the common shares and intend to offer
them to friends, family members and business acquaintances.
There is no minimum amount of common shares we must sell so no money
raised from the sale of our common shares will go into escrow, trust or
another similar arrangement.
The common shares are being offered by Ms. Lecia L. Walker and E. Lynn
Atwood, officers and directors of the registrant. Mmes. Walker and
Atwood will be relying on the safe harbor in Rule 3a4-1 of the
Securities Exchange Act of 1934 to sell the common shares. No sales
14
commission will be paid for common shares sold by Mmes. Walker and
Atwood. Mmes. Walker and Atwood are not subject to a statutory
disqualification and are not associated persons of a broker or dealer.
Additionally, Mmes. Walker and Atwood primarily perform substantial
duties on behalf of the registrant otherwise than in connection with
transactions in securities. Neither Ms. Walker nor Ms. Atwood were a
broker or dealer or an associated person of a broker or dealer within
the preceding 12 months and they have not participated in selling an
offering of securities for any issuer more than once every 12 months
other than in reliance on paragraph (a)4(i) or (a)4(iii) of Rule 3a4-1
of the Securities Exchange Act of 1934.
These are no finders.
Secondary Offering
This prospectus also relates to the resale of 1,500,000 shares of
common stock by the selling security holders.
The selling security holders will sell their common shares at $.05 per
common shares until our common shares are quoted on a market or
securities exchange. Thereafter, the common shares may be priced at
prevailing market prices or privately negotiated prices.
If the selling security holders engage in short selling activities,
they must comply with the prospectus delivery requirements of Section
5(b)(2) of the Securities Act.
Pursuant to Regulation M of the Securities Act, the selling security
holders will not, directly or indirectly, bid for, purchase, or attempt
to induce any person to bid for or purchase their common shares during
the offering except for offers to sell or the solicitation of offers to
buy and unsolicited purchases that are not effected from or through a
broker or dealer, on a securities exchange or through an inter-dealer
quotation system or electronic communications network.
These requirements may restrict the ability of broker/dealers to sell
our common stock, and may affect the ability to resell our common
stock.
The 1,500,000 common shares offered by the selling security holders may
be sold by one or more of the following methods, without limitation:
- ordinary brokerage transactions and transactions in which the
broker solicits purchases; and
- face-to-face transactions between sellers and purchasers without
a broker-dealer. In effecting sales, brokers or dealers engaged by the
selling security holders may arrange for other brokers or dealers to
participate.
The selling security holder or dealer effecting a transaction in the
registered securities, whether or not participating in a distribution,
is required to deliver a prospectus.
Under the Securities Act of 1933, the selling security holders will be
considered to be underwriters of the offering. The selling security
holders may have civil liability under Section 11 and 12 of the
Securities Act for any omissions or misstatements in the registration
15
statement because of their status as underwriters. We may be sued by
selling security holders if omissions or misstatements result in civil
liability to them.
Once a market has been developed for our common stock, the shares may
be sold or distributed from time to time by the security holders
directly to one or more purchasers or through brokers or dealers who
act solely as agents, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices, at negotiated
prices or at fixed prices, which may be changed. The distribution of
the shares may be effected in one or more of the following methods: (a)
ordinary brokerage transactions and transactions in which the broker
solicits purchasers; (b) privately negotiated transactions; (c) market
sales (both long and short to the extent permitted under the federal
securities laws); (d) at the market to or through market makers or into
an existing market for the shares; (e) through transactions in options,
swaps or other derivatives (whether exchange listed or otherwise); and
(f) a combination of any of the aforementioned methods of sale.
In effecting sales, brokers and dealers engaged by the selling security
holders may arrange for other brokers or dealers to participate.
Brokers or dealers may receive commissions or discounts from a selling
security holder or, if any of the broker-dealers act as an agent for
the purchaser of such shares, from a purchaser in amounts to be
negotiated which are not expected to exceed those customary in the
types of transactions involved. Broker-dealers may agree with a selling
security holder to sell a specified number of the shares of common
stock at a stipulated price per share. Such an agreement may also
require the broker-dealer to purchase as principal any unsold shares of
common stock at the price required to fulfill the broker-dealer
commitment to the selling security holder if such broker-dealer is
unable to sell the shares on behalf of the selling security holder.
Broker-dealers who acquire shares of common stock as principal may
thereafter resell the shares of common stock from time to time in
transactions which may involve block transactions and sales to and
through other broker-dealers, including transactions of the nature
described above. Such sales by a broker-dealer could be at prices and
on terms then prevailing at the time of sale, at prices related to the
then-current market price or in negotiated transactions. In connection
with such re-sales, the broker-dealer may pay to or receive from the
purchasers of the shares commissions as described above.
The security holders and any broker-dealers or agents that participate
with the security holders in the sale of the shares of common stock may
be deemed to be "underwriters" within the meaning of the Securities Act
in connection with these sales. In that event, any commissions received
by the broker-dealers or agents and any profit on the resale of the
shares of common stock purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act
Selling Security Holders
The table below sets forth information with respect to the resale of
shares of common stock by the selling security holders. We will not
receive any proceeds from the resale of common stock by the selling
security holders for shares currently outstanding.
16
Original Source shall register, pursuant to this prospectus 1,500,000
common shares currently outstanding for the account of 3 individuals or
entities. The percentage owned prior to and after the offering assumes
the sale of all of the common shares being registered on behalf of the
selling security holders.
# of Shares Total Shares Total Shares
Being Before After % After
Registered Offering Offering Offering
<s> <c> <c> <c> <c>
E. Lynn Atwood(1) 500,000 500,000 0 0%
Linda Rock 500,000 500,000 0 0%
Sheri Sabey 500,000 500,000 0 0%
(1) E. Lynn Atwood is an officer and director of the registrant. Ms.
Atwood is the mother of Lecia L. Walker, an officer and director of the
registrant.
Penny Stock
Under the rules of the Securities and Exchange Commission, our common
stock will come within the definition of a "penny stock" because the
price of our common stock on the OTC Bulletin Board is below $5.00 per
share. As a result, our common stock will be subject to the "penny
stock" rules and regulations. Broker-dealers who sell penny stocks to
certain types of investors are required to comply with the Commission's
regulations concerning the transfer of penny stock. These regulations
require broker-dealers to:
- Make a suitability determination prior to selling penny stock to
the purchaser;
- Receive the purchaser's written consent to the transaction; and
- Provide certain written disclosures to the purchaser.
DESCRIPTION OF BUSINESS
We were incorporated under the laws of the State of Nevada on August
20, 2009. We are a development stage company, formed to license songs
to the television and movie industry. From our inception to date, we
have generated very little revenues, and our operations have been
limited to organizational, start-up, and capital formation
activities. We currently have no employees other than our officers,
who are also our directors.
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
registrant been involved in any mergers, acquisitions or
consolidations. We are not a blank check registrant as that term is
defined in Rule 419(a)(2) of Regulation C of the Securities Act of
1933, because we have a specific business plan and purpose. Neither
Original Source Music, Inc., nor its officers, directors, promoters or
affiliates, has had preliminary contact or discussions with, nor do we
have any present plans, proposals, arrangements or understandings with
any representatives of the owners of any business or company regarding
the possibility of an acquisition or merger.
17
License and Assignment Agreement. In 2000, Lecia L. Walker was
heavily involved in launching Private Wavs, a successful music library
which licenses music to television and film, along with her husband at
that time. Part of her roll in that endeavor was to do the market
research, product and packaging design, sales and marketing. In 2007,
she sold her interest in Private Wavs and in 2008, started a new music
library under a DBA of Original Source Music. Since that time she has
placed more than 1,100 songs under contract.
On August 21, 2009, Lecia Walker granted a license for a period of ten
(10) years for the entire list of songs to the registrant under a
License and Assignment Agreement. Pursuant to the License and
Assignment Agreement, Ms. Walker was issued 3,000,000 common shares of
the registrant
Lecia L. Walker is now an officer and director of the registrant,
bringing her experience to the registrant, and intends to continue to
place many new songs under contract and then to license those songs to
the television and movie industry.
Convertible Promissory Note. On June 28, 2010, the registrant entered
into a Convertible Promissory Note for an amount of $2,000 with
American Business Services, Inc., a Colorado corporation, an
unaffiliated entity. The promissory note is convertible into common
stock of the registrant at 50% of the bid price of the stock at the
time of conversion, if the stock is quoted on an exchange, or, if the
stock is not quoted on an exchange, at double the par value of the
stock. This could result in as much as an additional dilution of
1,000,000 shares of stock, if the note was converted prior to the stock
being quoted on an exchange.
Operations
- ----------
We review hundreds of music tracks written, produced, and performed by
unsigned artists, then to contract those songs with the highest quality
and potential for placement in television and film. The registrant
intends to offer a wide variety of instrumental and vocal genres
including pop, rock, R&B, jazz, country, singer/songwriter, new age,
electronic, dance, funk, children's, adult contemporary, and more.
We intend to focus on the source music niche of music licensing, but
provides music for background, and transitional uses as well.
Currently the registrant has more than 1,100 songs available for
licensing, and is in the process of signing several hundred more songs
to be added to the catalog in the near future and will soon be made
available for television and film applications.
The customer has access to these songs in a variety of ways including
logging into our website at www.originalsourcemusic.com where they may
search for several songs that are appropriate for their needs and
download them directly into their production editing program.
Growth Strategy
- ---------------
We will be focusing on the addition of cues and transitional music for
commercials and television programming transitions, something its major
competitors do not seem to do at present. We intend to enter that
market as soon as possible. We intend to examine signing genres of
music that are in demand by potential customers but are not available
18
from its competitors at present. We will also examine the creation of
a recording label to give the general public access to purchasing the
songs in its catalog.
Revenue
- -------
The registrant receives revenues in two ways:
1. Commercial productions pay licensing fees to place a track into
their production.
2. The registrant owns the publishing rights to all of its songs,
and when a production containing a track licensed from the registrant
is aired through a public venue, royalties are paid to the registrant
by the assigned performing rights organization, either ASCAP, BMI, or
SESAC.
Competition
- -----------
The music industry is intensely competitive and fragmented. We will
compete on the basis of price and selection against other small
companies like ours, as well as large companies that have a similar
business and large marketing companies.
Some of our major competitors are:
Heavy Hitters Music: Heavy Hitters Music has been in the music
licensing business for over 30 years and seems to be the pioneer of
the source music niche. Their website boasts a catalog of over
8,500 music tracks. In 2007, former CBS TV executive, Cindy
Slaughter, and her husband, Mark purchased Heavy Hitters.
MasterSource: Mastersource became the first real source music
competitor for Heavy Hitters when it was formed in 1992 by Marc
Ferrari. MasterSource seems to be the first and only competitor
with tracks available to the general public.
Killer Tracks: Killer Tracks has been in business for twenty years
according to their website. They boast 2000 CDs of music available,
yet only a small fraction includes source music. They specialize in
backgdround, score, special FX and studio music.
J2R Music: J2R Music has a variety of source music for licensing
to television and film.
Free Play Music: Free Play Music has a large variety of production
music, and a growing number of source music tracks. Although their
name indicates the music is free, it is not free for commercial
use.
Sync Free Music: Sync Free Music has a large variety of production
music, and a growing number of source music tracks. Although their
name indicates the music is free, it is not free for commercial
use.
License Jazz: License Jazz is a new company targeting commercial
jazz music needs.
Pump Audio: Pump Audio started in 2001 and has some source music,
but specializes in production and transition music.
19
Patents and Trademarks
- ----------------------
The registrant does not, at this time, have any patents or trademarks.
However, the registrant intends to trademark certain logos which the
registrant will be using.
Governmental Regulations
- ------------------------
The business of the registrant does not fall under any government
regulations.
Employees
- ---------
At this time, we have no employees other than our executive officers,
who are also our directors. All functions including development,
strategy, negotiations and administration are currently being provided
by our executive officers. The executive officers do not intend to
accept any payment for their services from the receipts of this
offering.
As the registrant grows, we may need additional employees for such
operations. We do not foresee any significant changes in the number of
employees or consultants we will have over the next twelve months.
Description of Property
- -----------------------
The registrant executive offices consists of 400 square feet and are
located at 8201 South Santa Fe Drive, Suite 229, Littleton, Colorado,
80120, in space presently leased by the registrant's officers supplied
at no charge to the registrant. The registrant believes that its
current office space will be adequate for the foreseeable future. We
have no plans to lease additional space in the next twelve months.
The address of our principal executive office is c/o Ms. Lecia L.
Walker, Original Source Music, Inc. 8201 South Santa Fe Drive, Suite
229, Littleton, Colorado 80120. Our telephone number is (303) 495-
3728.
Reports to Security Holders
- ---------------------------
We intend to become a fully reporting company under the requirements of
the Exchange Act, and will file the necessary 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
20
that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the
Securities and Exchange Commission.
USE OF PROCEEDS
Any proceeds received from the sale of our common shares will be
deposited directly into our operating account. We will be attempting
to raise up to $500,000, minus expenses of $20,000, from the sale of
our common shares. These proceeds will be used as follows:
Gross Proceeds $500,000 $300,000
Expenses 20,000 20,000
-------- --------
Net Proceeds $480,000 $280,000
SEC reporting costs 22,500 22,500
Advertising 91,500 51,500
Marketing and promotion 114,375 64,375
Sales team 228,750 128,750
General working capital 22,875 12,875
-------- --------
Net Proceeds $480,000 $280,000
Gross Proceeds $150,000 $75,000
Expenses 20,000 20,000
-------- --------
Net Proceeds $130,000 $ 55,000
SEC reporting costs 22,500 22,500
Advertising 21,500 6,500
Marketing and promotion 26,875 8,125
Sales team 53,750 16,250
General working capital 5,375 1,625
-------- --------
Net Proceeds $130,000 $ 55,000
In the event we are not successful in selling a portion of the
securities to raise at least $75,000, we would give priority to
allocating capital to complete everything necessary to be ready to meet
our SEC reporting requirements. Any remaining capital would be used to
fund our working capital needs. If we are unable to raise the funds
needed, Ms. Walker, an officer and director has agreed to provide the
necessary funds to move forward with the marketing and promotion.
We will not receive any proceeds from the resale of securities by
selling security holders.
DETERMINATION OF OFFERING PRICE
Our common stock is presently not traded on any market or securities
exchange and we have not applied for listing or quotation on any public
market. The offering price does not have any relationship to any
established criteria of value, such as book value or earnings per
share. Because we have no significant operating history and have
generated very little revenue to date, the price of our common stock is
21
not based on past earnings, nor is the price of our common stock
indicative of the current market value of the assets owned by us. No
valuation or appraisal has been prepared for our business and potential
business expansion.
The offering price was determined arbitrarily based on a determination
by the board of directors of the price at which they believe investors
would be willing to purchase the shares. Additional factors that were
included in determining the offering price are the lack of liquidity
resulting from the fact that there is no present market for our stock
and the high level of risk considering our lack of profitable operating
history.
DILUTION
Assuming completion of the offering, there will be up to 14,500,000
common shares outstanding. The following table illustrates the per
common share dilution that may be experienced by investors at various
funding levels.
Funding Level $500,000 $300,000 $150,000 $75,000
---------- -------- -------- --------
<s> <c> <c> <c> <c>
Offering price $0.05 $0.05 $0.05 $0.05
Net tangible book
value per common
share before offering .000 .000 .000 .000
Increase per common
share attributable to
investors .033 .027 .018 .009
----- ----- ----- -----
Pro forma net tangible
book value per
common share after
offering .033 .027 .018 .009
----- ----- ----- ------
Dilution to investors .017 .023 .032 .041
Dilution as a
percentage of
offering price 34% 46% 64% 82%
Based on 4,500,000 common shares outstanding as of June 30, 2010 and
total stockholder's equity of $1,422 utilizing unaudited June 30, 2010
financial statements.
Since inception, the officers, directors, promoters and affiliated
persons have paid an aggregate average price of $.001 per common share
in comparison to the offering price of $.05 per common share.
Further Dilution
- ----------------
The registrant may issue equity and debt securities in the future.
These issuances and any sales of additional common shares may have a
depressive effect upon the market price of the registrant's common
shares and investors in this offering.
22
DIVIDEND POLICY
We have never declared or paid any dividends. In addition, we
anticipate that we will not declare dividends at any time in the
foreseeable future.
Instead, we will retain any earnings for use in our business. This
policy will be reviewed by our board of directors from time to time in
light of, among other things, our earnings and financial position.
No distribution may be made if, after giving it effect, we would not be
able to pay its debts as they become due in the usual course of
business; or the corporation's total assets would be less than the sum
of its total liabilities plus (unless the articles of incorporation
permit otherwise) the amount that would be needed, if we were to be
dissolved at the time of the distribution, to satisfy the preferential
rights upon dissolution of shareholders whose preferential rights are
superior to those receiving the distribution. The board of directors
may base a determination that a distribution is not prohibitive either
on financial statements prepared on the basis of accounting practices
and principles that are reasonable in the circumstances or on a fair
valuation of other method that is reasonable in the circumstances.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We are currently not aware of any trends that are reasonably likely to
have a material impact on our liquidity. Our current cash balance is
estimated to be sufficient to fund our current operations for two
months.
We have not received any significant revenues to date. As of June 30,
2010, we had a cash balance of $4,955. As a result of our limited
working capital, we have had to limit our operations. Until we are
able to raise additional funds to pursue our business plan and generate
material revenues, our activities will be restricted.
If less than $75,000 is raised from this offering, we may attempt to
raise additional capital through the private sale of our equity
securities or borrowings from third party lenders. We have no
commitments or arrangements from any person to provide us with any
additional capital. If additional financing is not available when
needed, we may need to dramatically change our business plan, sell the
registrant or cease operations. We do not have any present plans,
proposals, arrangements or understandings with any representatives of
the owners of any business or company regarding the possibility of an
acquisition or merger.
Liquidity and Capital Resources
- -------------------------------
For the six months ended June 30, 2010 and for the period from
inception through December 31, 2009, we did not pursue any investing
activities.
For the six months ended June 30, 2010, we had notes payable-borrowings
of $3,500 and received proceeds from the sale of common stock of $500.
As a result, we had net cash provided by financing activities of $4,000
for the six months ended June 30, 2010.
23
For the period from inception through December 31, 2009, we received
proceeds from the sale of common stock of $1,000 resulting in net cash
provided by financing activities of $1,000.
If this offering is successful, we will have sufficient funds to last
the registrant for the next twelve months, including additional sales
and marketing efforts. If the offering is only partially successful,
it may be necessary for us to raise additional capital through debt or
equity. There can be no assurance that additional capital will be
available to the registrant.
We currently have no agreements, arrangements or understandings with
any person to obtain funds through bank loans, lines of credit or any
other sources. Our inability to raise funds for the above purposes
will have a severe negative impact on our ability to remain a viable
company.
Results of Operations
- ---------------------
For the period from inception to December 31, 2009, we received royalty
revenue of $398 and had general and administrative expenses of $3,177
resulting in an operating loss of $2,779.
For the six months ended June 30, 2010, we received royalty revenue of
$894 and had general and administrative expenses of $1,193 resulting in
operating loss of $299.
General and administrative expenses will continue to increase as we
implement sales and marketing initiatives.
Plan of Operation
- -----------------
Over the next twelve months, the registrant intends to focus on adding
hundreds of additional songs to our catalog and to place as many songs
with the television and movie industry as we possibly can.
On an ongoing basis, we will need to:
Milestone Timeline Estimated Cost
<s> <c> <c>
- - increase net sales and expand
gross margin by continuing to
locate additional songs; 9-12 months $1,000 to $5,000
- - execute our marketing strategy
to enhance customer awareness
and appreciation of our catalog; 3-12 months $1,000 to 50,000
- - provide a superior client experience
through consistent customer
service that will ensure customer
satisfaction and promote the frequency
and value of customer spending; 2-12 months $1,000 to $100,000
- - expand distribution channels of our catalog. 6-12 months $3,000 to $75,000
Our current cash balance is estimated to be sufficient to fund our
current operations for two months. We are attempting to increase the
sales to raise much needed cash for the remainder of the year, which
will be supplemented by our efforts to raise cash through the issuance
of equity securities. It is our intent to secure a market share in the
24
music industry which we feel will require additional capital over the
long term to undertake sales and marketing initiatives, and to manage
timing differences in cash flows.
In the event we are not successful in selling all of the securities to
raise at least $75,000, we would utilize any available funds raised the
following order of priority:
- for general and administrative expenses, including legal and
accounting fees and administrative support expenses incurred in
connection with our reporting obligations with the SEC.
- for sales and marketing; and
- for the signing of additional intellectual property.
Going Concern
- -------------
Our auditors have issued an opinion on our financial statements which
includes a statement describing our going concern status. This means
that there is substantial doubt that we can continue as an on-going
business for the next twelve months unless we obtain additional capital
to pay our bills and meet our other financial obligations. This is
because we have generated only minimal revenues. We do not anticipate
revenues will significantly increase until we begin heavily marketing
the product. Accordingly, we must raise capital from sources other
than the actual sale of the product. We must raise capital to implement
our project and stay in business. Even if we raise the maximum amount
of money in this offering, we do not know how long the money will last,
however, we do believe it will last at least twelve months. We can
offer no assurance that we will raise any funds in this offering.
Off-Balance Sheet Arrangements
- ------------------------------
The registrant had no material off-balance sheet arrangements as of June
30, 2010.
Critical Accounting Policies and Estimates
- ------------------------------------------
Management's discussion and analysis of its financial condition and
results of operations is based upon our consolidated financial
statements, which have been prepared in accordance with U.S. generally
accepted accounting principles. The preparation of these financial
statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenue and expenses, and
related disclosure of contingent assets and liabilities. On an on-
going basis, we evaluate our estimates, including those related to the
reported amounts of revenues and expenses and the valuation of our
assets and contingencies. We believe our estimates and assumptions to
be reasonable under the circumstances. However, actual results could
differ from those estimates under different assumptions or conditions.
Our financial statements are based on the assumption that we will
continue as a going concern. If we are unable to continue as a going
concern we would experience additional losses from the write-down of
assets.
25
New Accounting Pronouncements
- -----------------------------
The registrant has adopted all recently issued accounting
pronouncements. The adoption of the accounting pronouncements,
including those not yet effective, is not anticipated to have a
material effect on the financial position or results of operations of
the registrant.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
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.
The officers and directors are as follows:
NAME AGE POSITIONS HELD SINCE
- ---- --- -------------- -----
Lecia L. Walker 45 CEO/CFO/Director Inception
8201 South Santa Fe Drive Controller to present
#229
Littleton, CO 80120
E. Lynn Atwood 67 Secretary/Director Inception
8201 South Santa Fe Drive to present
#229
Littleton, CO 80120
Business Experience
- -------------------
Lecia L. Walker. Lecia L. Walker has been involved in the
entertainment industry for over 27 years. While in school, Ms. Walker
was an extra in the movie, Footloose, modeled for ZCMI department
stores, and performed in various community, high school, and college
productions. From 1997 to 1998, Ms. Walker interned at KZLA radio
station in Los Angeles, CA where she gained extensive understanding of
all aspects of radio. During 1997 and 1998, Ms. Walker was a DJ for
KSBR radio in Orange County, CA and created and produced her own
children's radio program, Bedtime Stories with Aunt Clara while there.
From 1987 to 1997, Ms. Walker worked as a personal assistant for C.B.
Walker, a singer/songwriter, where she learned the ins and outs of
publishing and recording contracts, record sales, and top-10 radio hits
in the United States and Europe.
In 2000, Ms. Walker was heavily involved in launching Private Wavs, a
successful music library which licenses music to television and film.
She did the market research, product and packaging design, sales, and
marketing.
Ms. Walker received her bachelor's degree in biology from California
State University Long Beach in 1993, and her master's degree in
business administration from the University of Phoenix in 2010.
26
E. Lynn Atwood. E. Lynn Atwood has been an artist in business for
over 50 years. Ms. Atwood was the lead artist and part owner of
Sundance Graphics in San Juan Capistrano, California. She designed all
of the outerwear for the Southern California Volleyball Athletic
Association sponsored by Reebok for four years. Her fabric design won
first prize at the Laguna Art Festival in the '90's and was printed on
over 3,000 t-shirts sold. Raisin's Bathing Suits, which sold in Hawaii
and Southern California, was her client for several years. Ms. Atwood
worked as a graphic artist and brochure designer for Bliss Studios in
Jackson Hole, Wyoming from 1992 to 1993. Ms. Atwood also worked as a
layout artist at Hallmark Cards from 1994 to 1995. Ms. Atwood designed
all artwork for Original Source Music including the logo, stationery,
business cards, marketing postcards, and CD labels.
The above named directors will serve in their capacity as director
until our next annual shareholder meeting to be held within six months
of our fiscal year's close. Directors are elected for one-year terms.
Executive Compensation
- ----------------------
The following table set forth certain information as to the
compensation paid to our executive officers.
Summary Compensation Table
Nonqualified
Non-Equity Deferred
Name and Stock Option Incentive Comp All Other
Principal Position Year Salary Bonus Awards Awards Plan Comp Earnings Comp Total
- ------------------ ---- ------ ----- ------ ------ --------- -------- --------- -----
<s> <c> <c> <c> <c> <c> <c> <c> <c> <c>
Lecia L. Walker
CEO/CFO 2009 n/a n/a $3,000(1) n/a n/a n/a n/a $3,000
E. Lynn Atwood
Secretary 2009 n/a n/a n/a n/a n/a n/a n/a n/a
(1) These shares were issued in exchange for the license and assignment
of certain assets under a License and Assignment Agreement dated August
21, 2009.
We do not have any standard 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.
Outstanding Equity Awards
Our directors and officers do not have unexercised options, stock that
has not vested, or equity incentive plan awards.
Options/SAR Grants
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.
Long-Term Incentive Plans and Awards
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
27
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.
Code of Ethics Policy
- ---------------------
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.
Family Relationships
- --------------------
Lecia L. Walker, an officer and director is the daughter of E. Lynn
Atwood, an officer and director.
Involvement in Certain Legal Proceedings
- ----------------------------------------
None of our directors, executive officers and control persons have been
involved in any of the following events during the past five years:
- Any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that time,
- Any conviction in a criminal proceeding or being subject to any
pending criminal proceeding (excluding traffic violations and other
minor offenses);
- Being subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his or her involvement in any type of business, securities or
banking activities,; or
- Being found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated.
Change-In-Control Arrangements
- ------------------------------
There are currently no employment agreements or other contracts or
arrangements with our officers or directors. There are no compensation
plans or arrangements, including payments to be made by us, with
respect to our officers, directors or consultants that would result
from the resignation, retirement or any other termination of any of our
directors, officers or consultants. There are no arrangements for our
directors, officers, employees or consultants that would result from a
change-in-control.
28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of September 30, 2010, 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 its
outstanding common stock, (ii) each director, (iii) each named
executive officer and significant employee, and (iv) all officers and
directors as a group.
Percentage
Name and address Amount Percentage After Offering
- ---- ------ ---------- --------------
Lecia L. Walker 3,000,000 66.67% 20.69%
8201 South Santa Fe Drive
#229
Littleton, CO 80120
E. Lynn Atwood 500,000 11.11% 3.45%
8201 South Santa Fe Drive
#229
Littleton, CO 80120
Officers and Directors
As a group (2 persons) 3,500,000 77.78% 24.14%
Linda Rock 500,000 11.11% 3.45%
35799 Avignon Ct.
Winchester, CA 92596
Sheri Sabey 500,000 11.11% 3.45%
492 Tolland Drive
Castle Rock, CO 80108
Based upon 4,500,000 outstanding common shares as of September 30,
2010.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Lecia L. Walker and E. Lynn Atwood are not independent as such term is
defined by a national securities exchange or an inter-dealer quotation
system. During the year ended December 31, 2009 and the six months
ended June 30, 2010, there were no transactions with related persons
other than as described in the section below.
On June 21, 2009, we issued 3,000,000 shares of our common stock to Ms.
Lecia L. Walker, an officer and a director of the registrant. These
shares were issued in exchange for the license and assignment of
certain assets under a License and Assignment Agreement dated August
21, 2009.
On June 21, 2009, we issued 500,000 shares of our common stock to Ms.
E. Lynn Atwood, an officer and director of the registrant. These
shares were issued in exchange for cash of $500.00.
29
Management is of the opinion that the material terms of the license and
assignment agreement with Lecia L. Walker are favorable compared to the
material terms of a similar agreement had registrant entered into it
with an unrelated third-party.
Our administrative functions are operated from the home of our
president. We do not pay our president for use of such space.
DESCRIPTION OF CAPITAL STOCK
The following statements constitute brief summaries of the registrant's
articles of incorporation and bylaws.
Authorized Capital
- ------------------
The registrant is authorized to issue two classes of stock to be
designated, respectively, common stock and preferred stock. The total
number of common shares that the registrant shall have authority to
issue is forty five million (45,000,000), par value $0.001. The total
number of preferred shares the registrant shall have authority to issue
is five million (5,000,000), par value $0.001.
Common Stock
- ------------
The common stock of the registrant has the following powers, rights,
qualifications, limitations and restrictions.
1. The holders of the common stock shall be entitled to one vote
for each share of common stock held by them of record at the time for
determining the holders thereof entitled to vote
2. After the requirements with respect to the preferential
dividends of preferred stock, if any, shall have been met and after the
registrant shall comply with the requirements, if any, with respect to
the setting aside of funds as sinking funds or redemption or purchase
accounts and subject further to any other conditions which may be
affixed in accordance with the provisions hereof, then but not
otherwise, the holders of common stock shall be entitled to receive
such dividends, if any, as may be declared from time to time by the
board of directors; and
3. After distribution in full of the preferential amount, if
any, to be distributed to the holders of preferred stock in the event
of a voluntary or involuntary liquidation, distribution or sale of
assets, dissolution or winding up of the registrant, the holders of the
common stock shall be entitled to receive all of the remaining assets
of the registrant, tangible and intangible, of whatever kind available
for distribution to stock holders, ratably in proportion to the number
of common shares held by each.
Preferred Stock
- ---------------
The registrant, by resolution of its board of directors, may divide and
issue the preferred stock in series. Preferred stock of each series
when issued shall be designated to distinguish them from the shares of
all other series. The board of directors is hereby expressly vested
with the authority to divide the class of preferred stock into series
and to fix and determine the relative rights and preferences of the
30
shares of any such series so established to the full extent permitted
by the articles of incorporation and the Nevada Revised Statutes in
respect to the following:
1. The number of shares to constitute such series, and the
distinctive designations thereof;
(a) The rate and preference of dividends, if any, the time
of payment of dividends, whether dividends are cumulative and the date
from which any dividend shall accrue;
(b) Whether shares may be redeemed and, if so, the
redemption price and the terms and conditions of redemption;
(c) The amount payable upon shares in event of involuntary
liquidation;
(d) The amount payable upon shares in event of voluntary
liquidation;
(e) Sinking fund or other provisions, if any, for the
redemption or purchase of shares;
(f) The terms and conditions on which shares may be
converted, if the shares of any series are issued with the privilege of
conversion;
(g) Voting powers, if any; and
(h) Any other relative rights and preferences of shares of
such series, including, without limitation, any restriction on an
increase in the number of shares of any series theretofore authorized
and any limitation or restriction of rights or powers to which shares
of any future series shall be subject.
Transfer Agent
- --------------
The registrant acts as its own transfer agent. After completion of
this offering, the registrant intends to retain Mountain Share
Transfer, Inc., Broomfield, Colorado as our transfer agent.
SHARES ELIGIBLE FOR FUTURE SALE
Upon the date of this prospectus, there are 4,500,000 common shares
outstanding of which no common shares may be freely traded without
registration. However, 1,500,000 common shares of present shareholders
are being registered on this offering.
Upon the effectiveness of this registration statement, up to an
additional 10,000,000 common shares may be issued and will be eligible
for immediate resale in the public market.
The remaining 3,000,000 common shares will be restricted within the
meaning of Rule 144 under the Securities Act, and are subject to the
resale provisions of Rule 144.
At the present time, resales or distributions of such shares are
provided for by the provisions of Rule 144. That rule is a so-called
"safe harbor" rule which, if complied with, should eliminate any
questions as to whether or not a person selling restricted shares has
acted as an underwriter.
Rule 144(d)(1) states that if the issuer of the securities is, and has
been for a period of at least 90 days immediately before the sale,
subject to the reporting requirements of section 13 or 15(d) of the
31
Exchange Act, a minimum of six months must elapse between the later of
the date of the acquisition of the securities from the issuer, or from
an affiliate of the issuer, and any resale of such securities.
Sales under Rule 144 are also subject to notice and manner of sale
requirements and to the availability of current public information and
must be made in unsolicited brokers' transactions or to a market maker.
A person who is not an affiliate of Original Source under the
Securities Act during the three months preceding a sale and who has
beneficially owned such shares for at least six months is entitled to
sell the shares under Rule 144 without regard to the volume, notice,
information and manner of sale provisions. Affiliates must comply with
the restrictions and requirements of Rule 144 when transferring
restricted shares even after the six month holding period has expired
and must comply with the restrictions and requirements of Rule 144 in
order to sell unrestricted shares.
No predictions can be made of the effect, if any, that market sales of
shares of common stock or the availability of such shares for sale will
have on the market price prevailing from time to time. Nevertheless,
sales of significant amounts of our common stock could adversely affect
the prevailing market price of the common stock, as well as impair our
ability to raise capital through the issuance of additional equity
securities.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the small business issuer as provided in the foregoing provisions, or
otherwise, the small business issuer has been advised that in the
opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities,
other than the payment by the small business issuer of expenses
incurred or paid by a director, officer or controlling person of the
small business issuer in the successful defense of any action, suit or
proceeding, is asserted by such director, officer or controlling person
in connection with the securities being registered, the small business
issuer will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have not been any changes in or disagreements with accountants on
accounting and financial disclosure or any other matter.
32
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Item 5(a)
a) Market Information. Our common stock is not quoted on a market or
securities exchange. We cannot provide any assurance that an active
market in our common stock will develop. We intend to quote our common
shares on a market or securities exchange.
b) Holders. At September 30, 2010, there were four (4) shareholders
of the registrant.
c) Dividends. Holders of the registrant's common stock are entitled
to receive such dividends as may be declared by its board of directors.
No dividends on registrant's common stock have ever been paid, and the
registrant does not anticipate that dividends will be paid on its
common stock in the foreseeable future.
d) Securities authorized for issuance under equity compensation plans.
No securities are authorized for issuance by the registrant under
equity compensation plans.
Plan Category Number of Securities Weighted Average Exercise Number of Securities
Issued upon Exercise of Price of Outstanding Options Remaining Available
Outstanding Options, Warrants and Rights Future Issuance
<s> <c> <c> <c>
Equity
Compensation
Plans Approved
by Security Holders n/a n/a n/a
Equity
Compensation
Plans Not Approved
by Security Holders n/a n/a n/a
---------- ------ ------
Total n/a n/a
e) Performance graph
Not applicable.
f) Sale of unregistered securities.
On June 21, 2009, we issued 3,000,000 shares of our common stock to Ms.
Lecia L. Walker, president and a director of the registrant. These
shares were issued in exchange for the license and assignment of
certain assets under a License and Assignment Agreement dated August
21, 2009.
On June 21, 2009, we issued 500,000 shares of our common stock to Ms.
E. Lynn Atwood, an officer and director of the registrant. These
shares were issued in exchange for cash of $500.00.
On August 21, 2009, we issued 500,000 shares of our common stock to Ms.
Linda Rock, a non-affiliate. These shares were issued in exchange for
cash of $500.00.
On June 1, 2010, we issued 500,000 shares of our common stock to Ms.
Sheri Sabey, a non-affiliate. These shares were issued in exchange for
cash of $500.00.
33
All of the above securities were issued pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933 to
sophisticated investors.
Item 5(b) Use of Proceeds. As described herein
Item 5(c) Purchases of Equity Securities by the issuer and
affiliated purchasers. None.
Admission to Quotation on the OTC Bulletin Board and/or OTCQB
We intend to have a market maker file an application for our common
stock to be quoted on the OTC Bulletin Board and/or the OTCQB.
However, we do not have a market maker that has agreed to file such
application. If our securities are not quoted on the OTC Bulletin
Board or the OTCQB, a security holder may find it more difficult to
dispose of, or to obtain accurate quotations as to the market value of
our securities. The OTC Bulletin Board and the OTCQB differs from
national and regional stock exchanges in that it:
(1) is not situated in a single location but operates through
communication of bids, offers and confirmations between broker-dealers,
and
(2) securities admitted to quotation are offered by one or more broker-
dealers rather than the "specialist" common to stock exchanges.
To qualify for quotation on the OTC Bulletin Board and/or the OTCQB, an
equity security must have one registered broker-dealer, known as the
market maker, willing to list bid or sale quotations and to sponsor the
registrant listing. If it meets the qualifications for trading
securities on the OTC Bulletin Board and the OTCQB, our securities will
trade on the OTC Bulletin Board and the OTCQB. We may not now or ever
qualify for quotation on the OTC Bulletin Board or the OTCQB. We
currently have no market maker who is willing to list quotations for
our securities.
EXPERTS
The financial statements of the registrant appearing in this prospectus
and in the registration statement have been audited by Ronald Chadwick,
P.C., an independent registered public accounting firm and are included
in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
LEGAL PROCEEDINGS
We are not a party to any legal proceedings the outcome of which, in
the opinion of our management, would have a material adverse effect on
our business, financial condition, or results of operation.
LEGAL MATTERS
The validity of the common shares being offered hereby will be passed
upon by Jody M. Walker, Attorney At Law, Centennial, Colorado.
34
WHERE YOU CAN FIND MORE INFORMATION
At your request, we will provide you, without charge, a copy of any
document filed as exhibits in this prospectus. If you want more
information, write or call us at:
Original Source Entertainment, Inc.
8201 South Santa Fe Drive, Suite 229
Littleton, CO 80120
Telephone (303) 495-3728
Attention: Lecia L. Walker, Chief Executive Officer
Our fiscal year ends on December 31st. Upon completion of this
offering, we will become a reporting company and file annual, quarterly
and current reports with the SEC. You may read and copy any reports,
statements, or other information we file at the SEC's public reference
room at 100 F Street, Washington D.C. 20549. You can request copies of
these documents, upon payment of a duplicating fee by writing to the
SEC. Please call the SEC at 1-800- SEC-0330 for further information on
the operation of the public reference rooms. Our SEC filings are also
available to the public on the SEC Internet site at http:\\www.sec.gov.
35
ORIGINAL SOURCE ENTERTAINMENT, INC.
(A Development Stage Company)
Consolidated Financial Statements
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM 36
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated balance sheets at December 31, 2009
and June 30, 2010 37
Consolidated statements of operations for the period
from inception through December 31, 2009, for
the six months ended June 30, 2010 and from inception
through June 30, 2010 38
Consolidated statements of stockholders' equity 39
Consolidated statements of cash flows for the period
from inception through December 31, 2009, for
the six months ended June 30, 2010 and from inception
through June 30, 2010 40
Notes to consolidated financial statements 41
36
RONALD R. CHADWICK, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
Telephone (303)306-1967
Fax (303)306-1944
Board of Directors
Original Source Entertainment, Inc.
Littleton, Colorado
I have audited the accompanying consolidated balance sheet of Original
Source Entertainment, Inc. (a development stage company) as of December
31, 2009, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the period from August 20,
2009 (inception) through December 31, 2009. These financial statements
are the responsibility of the registrant's management. My
responsibility is to express an opinion on these financial statements
based on my audit.
I conducted my audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that I plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free
of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for
my opinion.
In my opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Original Source Entertainment, Inc. at December 31, 2009,
and the consolidated results of its operations and its cash flows for
the period from August 20, 2009 (inception) through December 31, 2009
in conformity with accounting principles generally accepted in the
United States of America.
The accompanying consolidated financial statements have been prepared
assuming that the registrant will continue as a going concern. As
discussed in Note 1 to the financial statements, the registrant has
suffered a loss from operations and has limited working capital. These
conditions raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also
described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/Ronald R. Chadwick, P.C.
- ---------------------------
Ronald R. Chadwick, P.C.
Aurora, Colorado
August 16, 2010
37
ORIGINAL SOURCE ENTERTAINMENT, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
June 30,
Dec. 31, 2010
2009 (Unaudited)
----------- -----------
ASSETS
Current Assets
Cash $ 1,221 $ 4,922
----------- -----------
Total current assets 1,221 4,922
----------- -----------
Total Assets $ 1,221 $ 4,922
=========== ===========
LIABILITIES & STOCKHOLDER'S EQUITY
Current liabilities
Notes payable - current $ - $ 1,500
---------- -----------
Total current liabilities - 1,500
---------- -----------
Notes payable - 2,000
---------- -----------
Total liabilities - 3,500
---------- -----------
Stockholder's Equity
Preferred stock, $.001 par value;
5,000,000 shares authorized;
none issued and outstanding - -
Common stock, $.001 par value;
45,000,000 shares authorized;
4,000,000 (2009) and 4,500,000
(2010) shares issued and
outstanding 4,000 4,500
Additional paid in capital - -
Deficit accumulated during the dev.
Stage (2,779) (3,078)
---------- -----------
Total Stockholder's Equity 1,221 1,422
---------- -----------
Total Liabilities and Stockholder's
Equity $ 1,221 $ 4,922
========== ===========
The accompanying notes are an integral part
of the consolidated financial statements.
38
ORIGINAL SOURCE ENTERTAINMENT, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
Aug. 20, 2009
Aug. 20, 2009 Six Months (Inception)
(Inception) Ended Through
Through June 30, 2010 June 30, 2010
Dec. 31, 2009 (Unaudited) (Unaudited)
------------- ------------- ------------
<s> <c> <c> <c>
Royalty revenue $ 398 $ 894 $ 1,292
------------- ------------- ------------
Operating expenses:
General and administrative 3,177 1,193 4,370
------------- ------------- ------------
3,177 1,193 4,370
------------- ------------- ------------
Gain (loss) from operations (2,779) (299) (3,078)
------------- ------------- ------------
Other income (expense): - - -
------------- ------------- ------------
Income (loss) before provision
for income taxes (2,779) (299) (3,078)
------------- ------------- ------------
Provision for income tax - - -
------------- ------------- ------------
Net income (loss) $ (2,779) $ (299) $ (3,078)
============= ============= ============
Net income (loss) per share
(Basic and fully diluted) $ (0.00) $ (0.00)
============= =============
Weighted average number of
common shares outstanding 4,000,000 4,083,333
============= =============
The accompanying notes are an integral part of the consolidated
financial statements.
39
ORIGINAL SOURCE ENTERTAINMENT, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Deficit
Accum.
Common Stock Preferred Stock During the Stock-
Amount Amount Paid In Development holders'
Shares($.001 Par) Shares($.001 Par) Capital Stage Equity
------- ------- ------- -------- ------- ----------- -------
<s> <c> <c> <c> <c> <c> <c> <c>
Balances at August
20, 2009 - $ - - $ - $ - $ - $ -
Common stock issued
to founders for
services 3,000,000 3,000 - - - - 3,000
Common stock issued
for cash 1,000,000 1,000 - - - - 1,000
Net income (loss)
for the period - - - - (2,779) (2,779)
--------- ------- ------- -------- ------- --------- ---------
Balances at December
31, 2009 4,000,000 $ 4,000 - $ - $ - $ (2,779) $ 1,221
Common stock issued
for cash 500,000 500 - - - - 500
Net income (loss)
for the period - - - - - (299) (299)
--------- ------- ------- -------- ------- --------- ---------
Balances at June
30, 2010 -
unaudited 4,500,000 $ 4,500 - $ - $ - $ (3,078) $ 1,422
========= ======= ======= ======== ======= ========= =========
The accompanying notes are an integral part
of the consolidated financial statements
40
ORIGINAL SOURCE ENTERTAINMENT, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Aug. 20, 2009
Aug. 20, 2009 Six Months (Inception)
(Inception) Ended Through
Through June 30, 2010 June 30, 2010
Dec. 31, 2009 (Unaudited) Unaudited)
------------- ------------- -------------
<s> <c> <c> <c>
Cash Flows From Operating Activities:
Net income (loss) during the
development stage $ (2,779) $ (299) $ (3,078)
Adjustments to reconcile net loss to
net cash provided by (used for)
operating activities:
Compensatory stock issuances 3,000 - 3,000
---------- ---------- ----------
Net cash provided by (used for)
operating activities 221 (299) (78)
---------- ---------- ----------
Cash Flows From Investing Activities - - -
---------- ---------- ----------
Net cash provided by (used for)
investing activities - - -
---------- ---------- ----------
Cash Flows From Financing Activities:
Notes payable - borrowings - 3,500 3,500
Sale of common stock 1,000 500 1,500
---------- ---------- ----------
Net case provided by (used for)
financing activities 1,000 4,000 5,000
---------- ---------- ----------
Net Increase (Decrease) In Cash 1,221 3,701 4,922
Cash At The Beginning Of The Period - 1,221 -
---------- ---------- ----------
Cash At The End Of The Period $ 1,221 $ 4,922 $ 4,922
========== ========== ==========
Schedule Of Non-Cash Investing And Financing Activities
None
Supplemental Disclosure
Cash paid for interest $ - $ - $ -
Cash paid for income taxes $ - $ - $ -
The accompanying notes are an integral part
of the consolidated financial statements
41
Original Source Entertainment, Inc.
(A Developmental Stage Company)
Notes to Consolidated Financial Statements
December 31, 2009 and June 30, 2010 (Unaudited)
Note 1 - Organization and Summary of Significant Accounting Policies
Organization
Original Source Entertainment, Inc. (the "Company") was incorporated on
August 20, 2009 in the State of Nevada. The registrant has had limited
activity and revenue and is in the development stage, and its intent is
to license songs to the television and music industry for use in
television shows or movies.
The registrant has chosen December 31 as a year end.
Basis of Presentation
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of
America, which contemplate continuation of the registrant as a going
concern. The Company has suffered losses and has limited working
capital. These conditions raise substantial doubt as to the
registrant's ability to continue as a going concern. The registrant
may raise additional capital through the sale of its equity securities,
through borrowing from individuals, or through borrowings from
financial institutions. By doing so, the registrant hopes through
increased marketing efforts to generate greater royalty revenues from
licensed songs. Management believes that actions presently being taken
to obtain additional funding provide the opportunity for the registrant
to continue as a going concern.
Principles of consolidation
The accompanying consolidated financial statements include the accounts
of Original Source Entertainment, Inc. and its wholly owned subsidiary.
All intercompany accounts and transactions have been eliminated in
consolidation.
Use of estimates
The preparation of financial statements in conformity with U.S.
generally accepted accounting principles (GAAP) requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements. The registrant bases its estimates on historical
experience, management expectations for future performance, and other
assumptions as appropriate. Key areas affected by estimates include the
assessment of the recoverability of long-lived assets, which is based
on such factors as estimated future cash flows. The registrant re-
evaluates its estimates on an ongoing basis. Actual results may vary
from those estimates.
Cash and cash equivalents
All cash and short-term investments with original maturities of three
months or less are considered cash and cash equivalents, since they are
readily convertible to cash. These short-term investments are stated at
cost, which approximates fair value.
Property and equipment
The registrant has no property or equipment at this time.
42
Original Source Entertainment, Inc.
(A Developmental Stage Company)
Notes to Consolidated Financial Statements - (Continued)
December 31, 2009 and June 30, 2010 (Unaudited)
Revenue Recognition
The registrant utilizes the accrual method of accounting. For revenue
from product sales, the registrant recognizes revenue in accordance
with Staff Accounting Bulletin No. 104, "Revenue Recognition" (SAB No.
104), which superseded Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements" (SAB No. 101). SAB No. 104
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. Determination of
criteria (3) and (4) are based on management's judgment regarding the
fixed nature of the selling prices of the products delivered and the
collectability of those amounts. Provisions for discounts and rebates
to customers, estimated returns and allowance, and other adjustments
will be provided for in the same period the related sales are recorded.
Customers' prepayments are deferred until products are shipped and
accepted by the customers.
Advertising expenses
Advertising costs are expensed when incurred. No advertising was
conducted during the period ended December 31, 2009 or the six months
ended June 30, 2010.
Income taxes
Income taxes are accounted for in accordance with ASC 740, using the
asset and liability method. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and tax credit
carryforwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the
enactment date. The registrant is currently filing its income tax
returns on the cash basis.
Earnings (loss) per share
The net income (loss) per share is computed by dividing the net income
(loss) by the weighted average number of shares of common outstanding.
Warrants, stock options, and common stock issuable upon the conversion
of the registrant's preferred stock (if any), are not included in the
computation if the effect would be anti-dilutive and would increase the
earnings or decrease loss per share.
Financial Instruments
The carrying value of the registrant's financial instruments as
reported in the accompanying balance sheets approximates fair value.
Products and services, geographic areas and major customers
The registrant derives revenue from the licensing of songs to the
television and music industry. It currently has no separate operating
segments. The registrant's sales are external and domestic.
43
Original Source Entertainment, Inc.
(A Developmental Stage Company)
Notes to Consolidated Financial Statements - (Continued)
December 31, 2009 and June 30, 2010 (Unaudited)
Stock based compensation
The registrant accounts for employee and non-employee stock awards
under ASC 718, whereby equity instruments issued to employees for
services are recorded based on the fair value of the instrument issued
and those issued to non-employees are recorded based on the fair value
of the consideration received or the fair value of the equity
instrument, whichever is more reliably measurable.
Note 2 - Notes payable
At June 30, 2010 the registrant has two notes payable totaling $3,500.
One note for $1,500 is due to a related party shareholder, is
unsecured, bears no interest until June 1, 2011 and 6% compounded
monthly thereafter, with principal and interest due in full at June 1,
2012.
The other note for $2,000 is unsecured, bears no interest until
December 31, 2010 and 6% compounded monthly thereafter, with principal
and interest due in full at June 28, 2011. The principal balance on the
note is convertible anytime at the holder's discretion into common
shares of the registrant at 50% of the lowest bid price of the
registrant's common stock if quoted on an exchange, or if noted quoted,
at double the par value.
The future principal repayment schedule by year for all notes combined
is:
2011 $2,000,
2012 $1,500
Note 3 - Income Taxes
Deferred income taxes arise from the temporary differences between
financial statement and income tax recognition of net operating losses.
These loss carryovers are limited under the Internal Revenue Code
should a significant change in ownership occur.
At December 31, 2009 the registrant had a net operating loss
carryforward of approximately $2,800 which will expire in 2029. The
deferred tax asset of $556 created by the net operating losses has been
offset by a 100% valuation allowance. The change in the valuation
allowance in 2009 was $556.
Note 4 - Stockholders' Equity
Common Stock
The registrant as of December 31, 2009 and June 30, 2010 had 45,000,000
shares of authorized common stock, $.001 par value, with 4,000,000 and
4,500,000 shares issued and outstanding.
Preferred Stock
The registrant as of December 31, 2009 and June 30, 2010 had 5,000,000
shares of authorized preferred stock, $.001 par value, none issued and
outstanding, with rights, preferences and designations to be determined
by the Board of Directors.
44
Original Source Entertainment, Inc.
(A Developmental Stage Company)
Notes to Consolidated Financial Statements - (Continued)
December 31, 2009 and June 30, 2010 (Unaudited)
Note 5 - Subsequent Events
The registrant evaluated events subsequent to the balance sheet date of
June 30, 2010 through the date that these financial statements were
available for issuance and has determined that there are no subsequent
events that require disclosure.
45
Up to a Maximum of 10,000,000 Common Shares
at $.05 per Common Share
Prospectus
Original Source Entertainment, Inc.
October 4, 2010
YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT
FROM THAT CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND
SEEKING OFFERS TO BUY, COMMON SHARES ONLY IN JURISDICTIONS WHERE OFFERS
AND SALES ARE PERMITTED.
Until ________ 2010, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be
required to deliver a prospectus. This is in addition to the dealers'
obligation to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.
46
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
- -----------------------------------------------------
The following table sets forth the estimated expenses to be incurred in
connection with the distribution of the securities being registered.
The registrant shall pay the expenses.
SEC Registration Fee . . . . . . $ 41.00
Printing and Engraving Expenses 1,500.00
Legal Fees and Expenses . . . . 10,000.00
Accounting Fees and Expenses. . 4,000.00
Miscellaneous . . . . . . . . . 4,459.00
----------
TOTAL . . . . . . . . . . . . . $20,000.00
==========
Item 14. Indemnification of Directors and Officers
- ---------------------------------------------------
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the registrant as provided in the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities,
other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the small business
issuer in the successful defense of any action, suit or proceeding, is
asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
Item 15. Recent Sales of Unregistered Securities
- -------------------------------------------------
On June 21, 2009, we issued 3,000,000 shares of our common stock to Ms.
Lecia L. Walker, an officer and director of the registrant. These
shares were issued in exchange for the license and assignment of
certain assets under a License and Assignment Agreement dated August
21, 2009.
On June 21, 2009, we issued 500,000 shares of our common stock to Ms.
E. Lynn Atwood, an officer and director of the registrant. These
shares were issued in exchange for cash of $500.00.
On August 21, 2009, we issued 500,000 shares of our common stock to Ms.
Linda Rock, a non-affiliate. These shares were issued in exchange for
cash of $500.00.
On June 1, 2010, we issued 500,000 shares of our common stock to Ms.
Sheri Sabey, a non-affiliate. These shares were issued in exchange for
cash of $500.00.
47
All of the above securities were issued pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933 to
sophisticated investors.
Item 16. Exhibits and Financial Statement Schedules
- ---------------------------------------------------
The following exhibits are filed as part of this registration
statement:
Exhibit Description
- ------- -----------
3 Articles of Incorporation, By-Laws
(i) Articles of Incorporation and amendment.
(ii) By-Laws.
5 Consent and Opinion of Jody M. Walker, Attorney at Law,
regarding the legality of the securities being registered
10 License and Assignment Agreement dated August 21, 2009
11 Statement of Computation of Per Share Earnings
This Computation appears in the Financial Statements.
23 Consent of Certified Public Accountant.
Item 17. Undertakings
- ----------------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
i. To include any prospectus required by Section 10(a)(3) of
the Securities Act;
ii. Reflect in the prospectus any facts or events arising after
the effective date of which, individually or together, represent a
fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered, if the total dollar value of securities offered
would not exceed that which was registered and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC in accordance
with Rule 424(b) of this chapter, if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
iii. Include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
48
(4) That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser in the initial distribution of
the securities: The undersigned registrant undertakes that in a
primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method
used to sell the securities to the purchase, if the securities are
offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the
purchase and will be considered to offer or sell such securities to
such purchaser:
i. Any preliminary prospectus or prospectus of the
undersigned small business issuer relating to the offering required to
be filed pursuant to Rule 424;
ii. Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used or
referred to by the undersigned registrant;
iii. The portion of any other free writing prospectus
relating to the offering containing material information about the
undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and
iv. Any other communication that is an offer in the offering
made by the undersigned registrant to the purchaser.
(5) That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser:
i. If the registrant is relying on Rule 430B (230.430B of this
chapter):
A. Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
B. Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of the registration
statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included
in the registration statement as of the earlier date such form of
prospectus is first used after effectiveness or the date of the
first contract of sale of securities in the offering described in
the prospectus. As provided in Rule 430B, for liability purposes
of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the
registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made
in any such document immediately prior to such effective date; or
49
ii. If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of the registration statement relating
to an offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of
the date it is first used after effectiveness. Provided, however, that
no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will as to a
purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such date of first use.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933,
Original Source Entertainment, Inc. certifies that it has reasonable
grounds to believe that it meets all of the requirements of filing on
Form S-1 and authorized this registration statement to be signed on its
behalf by the undersigned, in the City of Littleton, State of Colorado
on the 3rd day of October, 2010.
Original Source Entertainment, Inc.
By: /s/ Lecia L. Walker
-------------------
Lecia L. Walker, President
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the
capacities and on the dates stated.
By: /s/Lecia L. Walker Dated: October 4, 2010
----------------------
Lecia L. Walker, CEO, CFO
Controller, Director
By: /s/E. Lynn Atwood Dated: October 4, 2010
----------------------
E. Lynn Atwood, Director