As filed with the Securities and Exchange Commission on April 28, 2011
Registration No. 333-169732
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT 3 TO
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.
Explanatory Note
This registration statement relates to the public offering by the
registrant contemplated by the registration statement on Form S-1,
registration number 333-169732 and is being filed for the sole purpose
of updating the legal opinion regarding the common shares being
registered in the offering. The contents of registration statement no.
333-169732, including amendments are hereby incorporated herein by
reference.
3
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 28th day of April, 2011
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: April 28, 2011
----------------------
Lecia L. Walker, CEO, CFO
Controller, Director
By: /s/E. Lynn Atwood Dated: April 28, 2011
----------------------
E. Lynn Atwood, Director
Exhibit Description
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3 Articles of Incorporation, amendments to and By-Laws
incorporated by reference to Form S-1 filed November October 4, 2010
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
incorporated by reference to Form S-1 filed November October 4, 2010
11 Statement of Computation of Per Share Earnings
This Computation appears in the Financial Statements.
23 Consent of Certified Public Accountant.