SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15(d) Securities
Exchange Act of 1934 for Quarterly Period Ended June 30, 2011
-OR-
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities And Exchange Act of 1934 for the transaction period from
_________ to________
Commission File Number 333-169732
Original Source Entertainment, Inc.
--------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 27-0863354
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
8201 South Santa Fe Drive #229
Littleton, Colorado 80120
(Address of principal executive offices) (Zip Code)
(303) 495-3728
(Registrant's telephone number, including area code)
Indicate by check mark whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [x] No [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (section 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerate filer, or a small
reporting company as defined by Rule 12b-2 of the Exchange Act):
Large accelerated filer [ ] Non-accelerated filer [ ]
Accelerated filer [ ] Smaller reporting company [x]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [x]
The number of outstanding shares of the registrant's common stock,
August 22, 2011:
Common Stock - 4,500,000
2
ORIGINAL SOURCE ENTERTAINMENT, INC.
FORM 10-Q
For the quarterly period ended June 30, 2011
INDEX
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosure About
Market Risk 12
Item 4. Controls and Procedures 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 1A. Risk Factors 14
Item 2. Unregistered Sales of Equity Securities and Use
of Proceeds 14
Item 3. Defaults upon Senior Securities 14
Item 4. (Removed and Reserved) 14
Item 5. Other Information 14
Item 6. Exhibits 14
SIGNATURES
3
PART I
Item 1. - FINANCIAL STATEMENTS (UNAUDITED)
ORIGINAL SOURCE ENTERTAINMENT, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
June 30, 2011
Dec. 31, 2010 (Unaudited)
------------- -------------
ASSETS
Current assets
Cash $ 9,129 $ 4,785
-------- --------
Total current assets 9,129 4,785
-------- --------
Total Assets $9,129 $4,785
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Related party payables $ 952 $ 952
Accrued interest payable - 68
Notes payable - current 2,000 3,500
-------- --------
Total current liabilities 2,952 4,520
-------- --------
Notes payable 10,500 12,500
-------- --------
Total Liabilities 13,452 17,020
-------- --------
Stockholders' 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;
4,500,000 shares issued and outstanding 4,500 4,500
Additional paid in capital - -
Deficit accumulated during the dev. stage (8,823) (16,735)
-------- --------
Total Stockholders' Equity (4,323) (12,235)
-------- --------
Total Liabilities and Stockholders'
Equity $ 9,129 $ 4,785
======== ========
The accompanying notes are an integral part
of the consolidated financial statements.
4
ORIGINAL SOURCE ENTERTAINMENT, INC,
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
August 20
2009
Three Months Three Months Six Months Six Months (Inception)
Ended Ended Ended Ended Through
June 30, June 30, June 30, June 30, June 30,
2010 2011 2010 2011 2011
------------- ------------ ---------- --------- ---------
<s> <c> <c> <c> <c> <c>
Royalty revenue $ 398 $ 1,218 $ 398 $ 4,289 $ 5,854
Operating expenses:
General and administrative 3,177 2,400 3,177 12,133 22,521
--------- --------- --------- --------- ---------
3,177 2,400 3,177 12,133 22,521
--------- --------- --------- --------- ---------
Gain (loss) from operations (2,779) (1,182) (2,779) (7,844) (16,667)
---------
Other income (expense):
Interest expense - (38) - (68) (68)
--------- --------- --------- --------- ---------
Income (loss) before provision
for income taxes (2,779) (1,220) (2,779) (7,912) (16,735)
--------- --------- --------- --------- ---------
Provision for income tax - - - - -
--------- --------- --------- --------- ---------
Net income (loss) $ (2,779) $ (1,220) $ (2,779) $ (7,912) $ (16,735)
========= ========= ========= ========= =========
Net income (loss) per share
(Basic and fully diluted) (0.00) (0.00) (0.00) (0.00)
========= ========= ========= =========
Weighted average number of
common shares outstanding 4,166,667 4,500,000 4,083,333 4,500,000
========= ========= ========= =========
The accompanying notes are an integral part
of the consolidated financial statements.
5
ORIGINAL SOURCE ENTERTAINMENT, INC,
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Aug. 20, 2009
Six Months Six Months (Inception)
Ended Ended Through
June 30, 2010 June 30, 2011 June 30, 2011
------------- ------------- -------------
<s> <c> <c> <c>
Cash Flows From Operating
Activities:
Net income (loss) during the
development stage $(2,779) $(7,912) $(16,735)
Adjustments to reconcile net loss
to net cash provided by (used for)
operating activities:
Related party payables - - 952
Accrued payables - 68 68
Compensatory stock issuances 3,000 - 3,000
------- ------- --------
Net cash provided by (used
for) operating activities 221 (7,844) (12,715)
------- ------- --------
Cash Flows From Investing
Activities:
- - -
------- ------- --------
Net cash provided by (used
for) activities - - -
------- ------- --------
(Continued On Following Page)
The accompanying notes are an integral part
of the consolidated financial statements.
6
ORIGINAL SOURCE ENTERTAINMENT, INC,
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued From Previous Page)
Aug. 20, 2009
Six Months Six Months (Inception)
Ended Ended Through
June 30, 2010 June 30, 2011 June 30, 2011
------------- ------------- -------------
<s> <c> <c> <c>
Cash Flows From Financing
Activities:
Notes payable - borrowings - 3,500 16,000
Sale of common stock 1,000 - 1,500
------- ------- -------
Net cash provided by (used
for) financing activities 1,000 3,500 17,500
------- ------- -------
Net Increase (Decrease) In Cash 1,221 (4,344) 4,785
Cash At The Beginning Of The
Period - 9,129 -
------- ------- -------
Cash At The End Of The Period $ 1,221 $ 4,785 $ 4,785
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.
7
ORIGINAL SOURCE ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:
Original Source Entertainment, Inc. (the "Company"), was incorporated
in the State of Nevada on August 20, 2009. The Company plans to license
songs to the television and music industry for use in television shows
or movies.
Basis of Presentation
---------------------
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q and do not include all of
the information and disclosures required by generally accepted
accounting principles for complete financial statements. All
adjustments which are, in the opinion of management, necessary for a
fair presentation of the results of operations for the interim periods
have been made and are of a recurring nature unless otherwise disclosed
herein. The results of operations for such interim periods are not
necessarily indicative of operations for a full year.
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.
Cash and cash equivalents
-------------------------
The Company considers all highly liquid investments with an original
maturity of three months or less as cash equivalents.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Net income (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 Company'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.
8
ORIGINAL SOURCE ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:
Income tax
----------
The Company accounts for income taxes pursuant to ASC 740. Under ASC
740 deferred taxes are provided on a liability method whereby deferred
tax assets are recognized for deductible temporary differences and
operating loss carryforwards and deferred tax liabilities are
recognized for taxable temporary differences. Temporary differences are
the differences between the reported amounts of assets and liabilities
and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.
Revenue recognition
-------------------
Revenue is recognized on an accrual basis after services have been
performed under contract terms, the service price to the client is
fixed or determinable, and collectibility is reasonably assured.
Property and equipment
----------------------
Property and equipment are recorded at cost and depreciated under the
straight line method over each item's estimated useful life.
Financial Instruments
---------------------
The carrying value of the Company's financial instruments, as reported
in the accompanying balance sheet, approximates fair value.
Stock based compensation
------------------------
The Company 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.
9
ITEM 2. 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,
2011, we had a cash balance of $4,875. 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.
We are still pursuing our recent public offering. If we do not raise
at least $75,000, 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, 2011 and 2010, we did not pursue any
investing activities.
For the year ended December 31, 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, 2011, we received $1,000 from the
sale of common stock. As a result, we had net cash provided by
financing activities of $1,000 for the six months ended June 30, 2011.
For the six months ended June 30, 2010, we had notes payable-borrowings
of $3,500. As a result, we had net cash provided by financing
activities of $3,500 for the six months ended June 30, 2010.
For the year ended December 31, 2010, we had notes payable-borrowings
of $12,500 and received proceeds from the sale of common stock of $500.
As a result, we had net cash provided by financing activities of
$13,000 for the year ended December, 2010.
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 the 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,
10
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 three months ended June 30, 2011, we received royalty revenue
of $1,218 and had general and administrative expenses of $2,400
resulting in an operating loss of $(1,182).
For the three months ended June 30, 2010, 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, 2011, we received royalty revenue of
$4,285 and had general and administrative expenses of $12,133 resulting
in an operating loss of $(7,844).
For the six months ended June 30, 2010, 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 year ended December 31, 2010, we received royalty revenue of
$1,167 and had general and administrative expenses of $7,211 resulting
in an operating loss of $6,044.
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.
General and administrative expenses will continue to increase as we
complete our public offering and 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.
11
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
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
12
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, 2011.
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.
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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable for smaller reporting companies.
Item 4. Controls and Procedures
During the period ended June 30, 2011, there were no changes in our
internal controls over financial reporting (as defined in Rule 13a-
15(f) and 15d-15(f) under the Exchange Act) that have materially
affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
13
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management,
including our chief executive officer and principal financial officer,
we conducted an evaluation of our disclosure controls and procedures,
as such term is defined under Rule 13a-15(e) and Rule 15d-15(e)
promulgated under the Securities Exchange Act of 1934, as amended, as
of June 30, 2011. Based on this evaluation, our chief executive
officer and principal financial officers have concluded such controls
and procedures to be effective as of June 30, 2011 to ensure that
information required to be disclosed by the issuer in the reports that
it files or submits under the Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission's
rules and forms and to ensure that information required to be disclosed
by an issuer in the reports that it files or submits under the Act is
accumulated and communicated to the issuer's management, including its
principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.
14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
Not applicable for smaller reporting companies
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. (Removed and Reserved)
Item 5. Other Information
None
Item 6. Exhibits
Exhibit 31* - Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 32* - Certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Exhibit 101.INS** XBRL Instance Document
Exhibit 101.SCH** XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL** XBRL Taxonomy Extension Calculation Linkbase
Document
Exhibit 101.DEF** XBRL Taxonomy Extension Definition Linkbase
Document
Exhibit 101.LAB** XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE** XBRL Taxonomy Extension Presentation Linkbase
Document
* Filed herewith
**XBRL (Extensible Business Reporting Language) information is
furnished and not filed or a part of a registration statement or
prospectus for purposes of Sections 11 or 12 of the Securities Act of
1933, as amended, is deemed not filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and otherwise is not
subject to liability under these sections.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated: August 22, 2011
ORIGINAL SOURCE ENTERTAINMENT, INC.
By: /s/Lecia L. Walker
---------------------------
Lecia L. Walker
Chief Executive Officer
Principal Financial Officer