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<SEC-DOCUMENT>0001014897-10-000161.txt : 20101004
<SEC-HEADER>0001014897-10-000161.hdr.sgml : 20101004
<ACCEPTANCE-DATETIME>20101004102159
ACCESSION NUMBER:		0001014897-10-000161
CONFORMED SUBMISSION TYPE:	S-1
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20101004

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Original Source Entertainment, Inc.
		CENTRAL INDEX KEY:			0001500198
		IRS NUMBER:				270863354
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-1
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-169732
		FILM NUMBER:		101104278

	BUSINESS ADDRESS:	
		STREET 1:		8201 SOUTH SANTA FE DRIVE #229
		CITY:			LITTLETON
		STATE:			CO
		ZIP:			89108
		BUSINESS PHONE:		303-495-3728

	MAIL ADDRESS:	
		STREET 1:		8201 SOUTH SANTA FE DRIVE #229
		CITY:			LITTLETON
		STATE:			CO
		ZIP:			89108
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-1
<SEQUENCE>1
<FILENAME>originalsources1.txt
<DESCRIPTION>FORM S-1
<TEXT>
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)
<TABLE>
            <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.)
</TABLE>
                     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. [ ]



<PAGE>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
<TABLE>
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
</TABLE>
(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.




<PAGE>3
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.



<PAGE>4

Proceeds of the Offering
                                     Per Common Share      Total
Offering Price                            $.05           $500,000
Proceeds to Original Source,
  before expenses                         $.05           $500,000





<PAGE>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




<PAGE>6

                        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.

<PAGE>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.

<PAGE>8

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.



<PAGE>9

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

<PAGE>10

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



<PAGE>11

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.

<PAGE>12

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



<PAGE>13

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

<PAGE>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



<PAGE>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.



<PAGE>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.
<TABLE>
                                # 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%
</TABLE>
(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.



<PAGE>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



<PAGE>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.

<PAGE>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



<PAGE>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

<PAGE>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.

<TABLE>
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%
</TABLE>
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.


<PAGE>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.

<PAGE>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:
<TABLE>
       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
</TABLE>
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

<PAGE>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.



<PAGE>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.

<PAGE>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
<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
</TABLE>

(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

<PAGE>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.

<PAGE>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.



<PAGE>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

<PAGE>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

<PAGE>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.


<PAGE>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.

<TABLE>
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
</TABLE>
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.

<PAGE>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.

<PAGE>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.



<PAGE>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




<PAGE>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






<PAGE>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.



<PAGE>38
                     ORIGINAL SOURCE ENTERTAINMENT, INC.
                        (A Development Stage Company)
                   CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
                                                               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
                              =============    =============
</TABLE>

         The accompanying notes are an integral part of the consolidated
                              financial statements.
<PAGE>39
                        ORIGINAL SOURCE ENTERTAINMENT, INC.
                           (A Development Stage Company)
                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
                                                                      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
                    ========= =======    ======= ========   =======   =========  =========
</TABLE>
            The accompanying notes are an integral part
              of the consolidated financial statements

<PAGE>40
                        ORIGINAL SOURCE ENTERTAINMENT, INC.
                          (A Development Stage Company)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
                                                                        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               $        -       $        -       $        -
</TABLE>
              The accompanying notes are an integral part
               of the consolidated financial statements




<PAGE>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.



<PAGE>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.

<PAGE>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.


<PAGE>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.



<PAGE>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.



<PAGE>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.


<PAGE>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.

<PAGE>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

<PAGE>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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>originalsources1ex3-1.txt
<DESCRIPTION>ARTICLES OF INCORPORATION
<TEXT>
                       ARTICLES OF INCORPORATION
                                  OF
                ORIGINAL SOURCE ENTERTAINMENT, INC.


  By approval of the Board of Directors of the Company by Consent dated
August 21, 2009 and by approval of the Shareholders of the Company by
Consent dated August 21, 2009, do herby Approve these Articles of
Incorporation of Original Source Entertainment, Inc.

                               ARTICLE I
NAME

     The name of the Corporation is:   ORIGINAL SOURCE ENTERTAINMENT,
INC

                               ARTICLE II
PERIOD OF DURATION

     This Corporation shall exist in perpetuity, from and after the
date of filing Articles of Incorporation with the Secretary of State of
the State of Nevada unless dissolved according to law.

                              ARTICLE III
CAPITAL STRUCTURE

     Section 1. Authorized Capital. The Corporation is authorized to
issue two classes of stock to be designated, respectively, Common Stock
("Common Stock") and Preferred Stock ("Preferred Stock"). The total
number of shares of Common Stock that the Corporation shall have
authority to issue is Forty Five Million (45,000,000). The total number
of shares of Preferred Stock the Corporation shall have authority to
issue is Five Million (5,000,000).  The Common Stock shall have a par
value of $0.001 and the Preferred Stock shall have a par value of
$0.001.

     Section 2.  Common Stock. The Common Stock of the Corporation
shall be non-assessable and shall have 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
this Corporation 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




<PAGE>2

    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 this Corporation, the holders of
the Common Stock shall be entitled to receive all of the remaining
assets of the Corporation, tangible and intangible, of whatever kind
available for distribution to stock holders, ratably in proportion to
the number of shares of Common Stock held by each.

     Section 3.  Preferred Stock. The Corporation, 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 shares of any such series so
established to the full extent permitted by these 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.

     Section 4. Assessment and Consideration. The capital stock, after
the amount of the subscription price has been paid in, shall not be
subject to assessment to pay the debts of the Corporation.

     Section 5.  Issuance of Additional Stock.  Any stock of the
Corporation may be issued for money, property, services rendered, labor
done, cash advances for the Corporation, or for any other assets of
value in accordance with the action of the Board of Directors, whose
judgment as to value received in return therefore shall be conclusive
and, upon the receipt of said consideration, when issued shall be fully
paid and nonassessable shares.


<PAGE>3

                                ARTICLE IV
PURPOSES AND POWERS

     The purposes and powers for which the Corporation is organized are
as follows:

     (a) To engage in all lawful business for which corporations may be
incorporated pursuant to the
Nevada

     (b) To have, enjoy and exercise all of the rights, powers and
privileges conferred upon corporations incorporated pursuant to Nevada
law, whether now or hereafter in effect and whether or not herein
specifically mentioned.

     (c) To have all of the rights, privileges and powers now or
hereinafter conferred upon corporations by the Nevada Revised Statutes.

     The foregoing enumeration of purposes and powers shall not limit
or restrict in any manner the transaction of other business, the
pursuit of other purposes, or the exercise of other and further rights
and powers that may now or hereafter be permitted or provided by law.

                               ARTICLE V
QUORUM FOR SHAREHOLDERS' MEETINGS

     Unless otherwise provided in the bylaws, fifty one percent (51%)
of the outstanding shares shall constitute a quorum at any meeting of
shareholders.

                              ARTICLE VI
BOARD OF DIRECTORS

     The corporate powers shall be exercised by or under the authority
of, and the business and affairs of the Corporation shall be managed
under the direction of a Board of Directors.  The number of directors
shall be fixed and may be altered from time to time as may be provided
in the Bylaws.  In case of any increase in the number of Directors, the
additional directors may be elected by the Directors or by the
Stockholders at an annual or special meeting as shall be provided in
the bylaws.

                             ARTICLE VII
NON CUMULATIVE VOTING

     At all elections for Directors cumulative voting shall not be
allowed.  At each election for Directors every shareholder entitled to
vote at such election shall have the right to vote, in person or by
proxy, the number of shares owned by him for as many persons as there
are Directors to be elected and for whose election he has a right to
vote.  A shareholder may not cumulate his votes on the same principal
among any number of candidates.



<PAGE>4

                            ARTICLE VIII
PREEMPTIVE RIGHTS

     No holder of any shares of the Corporation, whether now or
hereafter authorized, shall have any preemptive or preferential right,
to purchase, subscribe for or otherwise acquire any new or additional
shares of stock of the corporation of any class, including shares or
securities held in the treasury of the Corporation, or any options or
warrants to purchase, subscribe for or otherwise acquire any such new
or additional shares, or any shares, bond, notes, debentures or other
securities convertible into or carrying options or warrants to
purchase, subscribe for or otherwise acquire any such new or additional
shares.

                             ARTICLE IX
PROVISIONS FOR REGULATION OF THE INTERNAL CORPORATE AFFAIRS.

     The following provisions are inserted for the management of the
business and for the regulation of the internal affairs of the
Corporation, and the same are in furtherance of and not in limitation
or exclusion of the powers conferred by law.

Section 1:   Bylaws.  The Board of Directors shall have the power to
adopt, alter, amend or repeal, from time to time, such Bylaws as it
deems proper for the management of the affairs of the Corporation,
according to these Articles and the laws in such cases made and
provided.

Section 2:   Executive Committee:   The Bylaws may provide for
designation by the Board of Directors of an Executive Committee and one
or more other committees, the personnel and authority of which and the
other provisions relating to which shall be as may be set forth in the
Bylaws.

Section 3:   Place of Meeting.   Both Stockholders' and Directors'
meetings may be held either within or without the State of Nevada, as
may be provided in the bylaws.

Section 4.   Compensation to Directors.   The Board of Directors is
authorized to make provisions for reasonable compensation to its
members for their services as Directors.  Any Director of the
Corporation may also serve the Corporation in any other capacity and
receive compensation therefore in any form.

Section 5.   Conflicts of Interest.   No transaction of the Corporation
with any other person, firm or corporation, or in which this
Corporation is interested, shall be affected or invalidated solely by:
(a) the fact that any one or more of the Directors or Officers of this
Corporation is interested in or is a director or officer of another
corporation; or (b) the fact that any Director or Officer, individually
or jointly with others, may be a party to or may be interested in any
such contract or transaction.



<PAGE>5

Section 6:   Registered owner of Stock.   The Corporation shall be
entitled to treat the registered holder of any shares of the
Corporation as the owner thereof for all purposes, including all rights
deriving from such shares, on the part of any other person, including,
but not limited to, a purchaser, assignee or transferee of such shares
or rights deriving from such shares, unless and until such purchaser,
assigns, transferee or other person becomes the registered holder of
such shares, whether or not the Corporation shall have either actual or
constructive notice of the interest of such purchaser, assignee,
transferee or other person.  The purchaser, assignee or transferee of
any of the shares of the Corporation shall not be entitled to:  (a)
receive notice of the meetings of the Shareholders; (b) vote at such
meetings;  (c) examine a list of the Shareholders;  (d) be paid
dividends or other sums payable to Shareholders, or  (e) own, enjoy or
exercise any other property or rights deriving from such shares against
the Corporation, until such purchaser, assigns or transferee has become
the registered holder of such shares.

Section 7:   Conduct of Business.   The Corporation may conduct part or
all of its business, not only in the State of Nevada, but also in every
other state of the United States and the District of Columbia, and in
any territory, district and possession of the United States, and in any
foreign country, and the Corporation may qualify to do business in any
of such locations and appoint an agent for service of process therein.
The Corporation may hold, purchase, mortgage, lease and convey real and
personal property in any of such locations.  Part or all of the
business of the Corporation may be carried on beyond the limits of the
State of Nevada, and the Corporation may have one or more offices out
of the State of Nevada.

Section 8:   Action of the Shareholders.   To the fullest extent now or
hereafter permitted by the Nevada Revised Statutes, the vote or consent
or a majority of the issued and outstanding shares of the Corporation
entitled to vote on such matter shall be sufficient to approve any
matter requiring shareholder action, including, but not limited to, the
right from time to time, to amend, alter or repeal, or add any
provisions to, the Corporation's Articles of Incorporation.
Shareholders holding shares having not less than the minimum number of
votes that would be necessary to authorize or take at an action at any
meeting at which the requisite number of shares entitled to vote
thereon were present and voted may consent, in lieu of a meeting, to
such action in writing in accordance with the procedure of the Nevada
Revised Statutes, as then currently in place from time to time.

Section 9:   Quorum For Voting.   A quorum of Shareholders for any
matter to come before any meeting of Shareholders of the Corporation
shall consist of one-third of the issued and outstanding shares
entitled to vote on the matter, except where a greater number is
specifically required by the provisions of the Nevada Revised Statutes,
as then currently in place from time to time.

Section 10:   Restrictions on Stock.   The Directors shall have the
right, from time to time, to impose restrictions or to enter into
agreements on behalf of the Corporation imposing restrictions on the
transfer of all or a portion of the Corporation's shares, provided that

<PAGE>6

no restrictions shall be imposed on the transfer of shares outstanding
at the time the restrictions are adopted unless the holder of such
shares consents to the restrictions.

                               ARTICLE X
INDEMNIFICATION OF DIRECTORS

     A director of the Corporation shall not be personally liable to
the Corporation or to its shareholders for damages for breach of
fiduciary duty as a director of the Corporation or to its shareholders
for damages otherwise existing for (i) any breach of the director's
duty of loyalty to the Corporation or to its shareholders; (ii) acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of the law; (iii) acts specified in the Nevada
Revised Statutes; or (iv) any transaction from which the director
directly or indirectly derived any improper personal benefit. If the
Nevada Revised Statutes is hereafter amended to eliminate or limit
further the liability of a director, then, in addition to the
elimination and limitation of liability provided by the foregoing, the
liability of each director shall be eliminated or limited to the
fullest extent permitted under the provisions of the Nevada Revised
Statutes as so amended. Any repeal or modification of the
indemnification provided in these Articles shall not adversely affect
any right or protection of a director of the Corporation under these
Articles, as in effect immediately prior to such repeal or
modification, with respect to any liability that would have accrued,
but for this limitation of liability, prior to such repeal or
modification.
     The Corporation shall indemnify, to the fullest extent permitted
by applicable law in effect from time to time, any person, and the
estate and personal representative of any such person, against all
liability and expense (including attorneys' fees and costs of
litigation) incurred by reason of the fact that he is or was a director
or officer of the Corporation or, while serving as a director or
officer of the Corporation, he is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee,
fiduciary, or agent of, or in any similar managerial or fiduciary
position of, another domestic or foreign corporation or other
individual or entity or of an employee benefit plan.

     The Corporation shall also indemnify any person who is serving or
has served the Corporation as director, officer, employee, fiduciary,
or agent, and that person's estate and personal representative, to the
extent and in the manner provided in any bylaw, resolution of the
shareholders or directors, contract, or otherwise, so long as such
provision is legally permissible.

                              ARTICLE XI
INTERESTED CONTRACTS

     No contract or transaction between the Corporation and one or more
of its directors or officers, or between the Corporation and any other
corporation, firm association, or entity in which one or more of its
directors are directors or officers or are financially interested,

<PAGE>7

shall be void or voidable solely for this reason, or solely because
such directors are present at the meeting of the Board of Directors or
a committee thereof which authorizes, approves or ratifies such
contract or transactions or solely because their votes are counted for
such purpose if (i) the material facts of such relationship or interest
and as to the contract or transaction are disclosed or known to the
Board of Directors or committee, and the Board of Directors or the
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even
through the disinterested directors be less than a quorum; or (ii) the
material facts of such relationship or interest and as to the contract
or transaction are disclosed or known to the shareholders entitled to
vote, and the contract or transaction is specifically approved in good
faith by the vote of the shareholders; or (iii) the contract or
transaction is fair and reasonable to the Corporation as of the time it
is authorized, approved or ratified, by the Board of Directors, a
committee thereof or the stockholders. Common or interested directors
may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or a committee thereof which authorizes,
approves, or ratifies such contract or transaction.

                            ARTICLE XII
DIVIDENDS

     Dividends in cash, property or shares of the Corporation may be
paid upon the stock, as and when declared by the Board of Directors,
out of this Corporation, or securities convertible into shares of
capital stock or carrying capital purchase warrants or privileges.

                           ARTICLE XIII
OFFICES AND AGENT

     The address of the Corporation's registered office shall be named
by the Board of Directors and can be changed at the will of the Board
of Directors.
	The Registered Agent for the Corporation for the State of Nevada
shall be named by the Board of Directors and can be changed at the will
of the Board of Directors.  Both the Registered Office and the
Registered Agent shall be filed with Secretary of State of Nevada with
the appropriate filings

                           ARTICLE XIV
RESERVATION

    The Corporation reserves the right to amend, alter, change or
repeal any provision contained in these Articles of Incorporation, in
the manner now or thereafter prescribed by statute, and all rights
conferred upon shareholders herein are granted subject to this
reservation.




<PAGE>8

                           ARTICLE XV
EFFECTIVE DATE AND TIME

    These Articles of Incorporation shall become effective upon the
date so listed below and upon the signing of the Incorporator and
Directors.

                          ARTICLE XVI
OFFICES AND AGENT

    Section 1.  Initial Principal Office.

    Principal Office. The address of the Corporation's initial
principal office is:

     8201 Santa Fe Drive  #229    Littleton, Colorado 80108

     Section 2.  Registered Agent.

     The name and address of the Corporation's registered agent is:

     The Corporate Place Inc.    601 East Charleston Blvd.  Suite 100
Las Vegas, Nevada  89104

                                ARTICLE XVII
INITIAL BOARD OF DIRECTORS

     The initial board of directors of the Corporation shall consist of
not less than 1 and not more than 9 members. The name of the initial
Directors is:

     NAME:    Lecia L. Walker

                              ARTICLE XVIII
INCORPORATOR

     The name and address of the incorporator is:    Lecia L. Walker
8201 S. Santa Fe Drive #229, Littleton, Colorado 80120


     Original Source Entertainment, Inc. hereby consents to the
appointment as the initial registered agent for the Corporation.

IN WITNESS WHEREOF, the above-named Incorporator and Director have
signed these Articles of Incorporation this 21st day of August, 2009.

/s/Lecia Lynn Walker
- --------------------
Lecia Lynn Walker, Incorporator and Director
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>originalsources1ex3-2.txt
<DESCRIPTION>BYLAWS
<TEXT>
                               BY-LAWS
                                 OF
                 ORIGINAL SOURCE ENTERTAINMENT, INC.
                          (the "Corporation")
                 ---------------------------------------

                               ARTICLE I
Offices
The Corporation may have offices at such other places, both within and
without the State of Nevada, as the Board of Directors may determine
and designate from time to time or the business of the Corporation
requires.

                              ARTICLE II
Books
The books and records of the Corporation may be kept (except as
otherwise provided by the laws of the State of Nevada) outside of the
State of Nevada and at such place or places as may be designated by the
Board of Directors.

                             ARTICLE III
Stockholders
Section 1. Place of Meetings, etc. Except as otherwise provided in
these Bylaws, all meetings of the stockholders shall be held at such
dates, times and places, within or without the State of Nevada, as
shall be determined by the Board of Directors or the President of the
Corporation and as shall be stated in the notice of the meeting or in
waivers of notice thereof.  If the place of any meeting is not so
fixed, it shall be held at the registered office of the Corporation in
the State of Nevada.

Section 2. Annual Meetings. The Annual Meeting of stockholders of the
Corporation for the election of Directors and the transaction of such
other business as may properly come before said meeting shall be held
at the principal business office of the Corporation or at such other
place or places either within or without the State of Nevada as may be
designated by the Board of Directors and stated in the notice of the
meeting, on a date not later than 120 days following the close of the
fiscal year of the Corporation as designated by the Board of Directors.

Section 3. Special Meetings. Special meetings of the stockholders of
the Corporation shall be held whenever called in the manner required by
the laws of the State of Nevada for purposes as to which there are
special statutory provisions, and for other purposes whenever called by
resolution of the Board of Directors, or by the President, or by the
holders of a majority of the outstanding shares of capital stock of the
Corporation the holders of which are entitled to vote on matters that
are to be voted on at such meeting.  Any such Special Meetings of
stockholders may be held at the principal business office of the
Corporation or at such other place or places, either within or without
the State of Nevada, as may be specified in the notice thereof.
Business transacted at any Special Meeting of stockholders of the
Corporation shall be limited to the purposes stated in the notice
thereof.  The notice shall state the date, time, place and purpose or
purposes of the proposed meeting.


<PAGE>2

Section 4. Notice of Meetings. Except as otherwise required or
permitted by law, whenever the stockholders of the Corporation are
required or permitted to take any action at a meeting, written notice
thereof shall be given, stating the place, date and time of the meeting
and, unless it is the annual meeting, by or at whose direction it is
being issued. The notice also shall designate the place where the
stockholders' list is available for examination, unless the list is
kept at the place where the meeting is to be held. Notice of a Special
Meeting also shall state the purpose or purposes for which the meeting
is called.  A copy of the notice of any meeting shall be delivered
personally or shall be mailed, not less than ten (10) nor more than
sixty (60) days before the date of the meeting, to each stockholder of
record entitled to vote at the meeting. If mailed, the notice shall be
given when deposited in the United States mail, postage prepaid and
shall be directed to each stockholder at his or her address as it
appears on the record of stockholders, unless he or she shall have
filed with the Secretary of the Corporation a written request that
notices to him or her be mailed to some other address, in which case it
shall be directed to him or her at the other address. Notice of any
meeting of stockholders shall not be required to be given to any
stockholder who shall attend the meeting, except for the express
purpose of objecting at the beginning thereof to the transaction of any
business because the meeting is not lawfully called or convened, or who
shall submit, either before or after the meeting, a signed waiver of
notice.  Unless the Board of Directors, after the adjournment of such
meeting, shall fix a new record date for an adjourned meeting or unless
the adjournment is for more than thirty (30) days, notice of an
adjourned meeting need not be given if the place, date and time to
which the meeting shall be adjourned is announced at the meeting at
which the adjournment is taken.

Section 5.   List of Stockholders. The officer of the Corporation who
shall have charge of the stock ledger of the Corporation shall prepare
and make, at least ten (10) days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at said meeting,
arranged in alphabetical order and showing the address and the number
of shares registered in the name of each stockholder.  Such list shall
be open to the examination of any stockholder, for any purpose germane
to the meeting, during ordinary business hours for a period of at least
ten (10) days prior to the meeting, either at a place specified in the
notice of the meeting or at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any
stockholder present at the meeting.

Section 6.   Quorum.  Except as otherwise expressly provided by the
laws of the State of Nevada, or by the Articles of Incorporation of the
Corporation, or by these Bylaws, at any and all meetings of the
stockholders of the Corporation there must be present, either in person
or by proxy, stockholders owning a majority of the issued and
outstanding shares of the capital stock of the Corporation entitled to
vote at said meeting. At any meeting of stockholders at which a quorum
is not present, the holders of, or proxies for, a majority of the stock
which is represented at such meeting, may adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented.  At such adjourned meeting at
which a quorum shall be present or represented any business may be

<PAGE>3

transacted which might have been transacted at the meeting as
originally noticed. If the adjournment is for more than thirty (30)
days, or if after adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

Section 7.   Organization. The President shall call to order meetings
of the stockholders and shall act as Chairman of such meetings. The
Board of Directors or the stockholders may appoint any stockholder or
any Director or officer of the Corporation to act as Chairman at any
meeting in the absence of the President. The Secretary of the
Corporation shall act as secretary of all meetings of the stockholders,
but in the absence of the Secretary, the presiding officer may appoint
any other person to act as secretary of the meeting.

Section 8.   Voting. Except as otherwise provided by the Article of
Incorporation of the Corporation or these Bylaws, at any meeting of the
stockholders each stockholder of record of the Corporation having the
right to vote thereat shall be entitled to one (1) vote for each share
of stock outstanding in his or her name on the books of the Corporation
as of the record date and entitling him or her to so vote. A
stockholder may vote in person or by proxy. Except as otherwise
provided by the law of the State of Nevada or by the Article of
Incorporation of the Corporation, any corporate action to be taken by a
vote of the stockholders, other than the election of directors, shall
be authorized by not less than a majority of the votes cast at a
meeting by the stockholders present in person or by proxy and entitled
to vote thereon. Directors shall be elected as provided in Section 1 of
Article IV of these Bylaws.  Written ballots shall not be required for
voting on any matter unless ordered by the Chairman of the meeting.

Section 9.   Proxies.  Every proxy shall be executed in writing by the
stockholder or by his or her attorney-in-fact.

Section 10.   Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Articles of Incorporation of the Corporation,
whenever the vote of the stockholders at a meeting thereof is required
or permitted to be taken in connection with any corporate action by any
provisions of the laws of the state of Nevada or of the Articles of
Incorporation, such corporate action may be taken without a meeting,
without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed, in person or by
proxy, by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon
were present and voted in person or by proxy. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not
consented in writing, but who were entitled to vote on the matter.

                              ARTICLE IV
Directors
Section 1.   Number, Election and Term of Office. The business and
affairs of the Corporation shall be managed by the Board of Directors.
The number of Directors which shall constitute the whole Board shall be
not less than one (1) and not more than nine (9). Within such limits,



<PAGE>4

the number of Directors may be fixed from time to time by vote of the
stockholders or of the Board of Directors, at any regular or special
meeting, subject to the provisions of the Articles of Incorporation.

The initial board shall consist of one (1) Director. Directors need not
be stockholders. Directors shall be elected at the Annual Meeting of
the stockholders of the Corporation, except as provided in Section 2 of
this Article IV, to serve until their respective successors are duly
elected and qualified. When used in these Bylaws, the phrase "entire
Board" means the total number of directors which the Corporation would
have if there were no vacancies.

Section 2.   Vacancies and Newly Created Directorships. Except as
hereinafter provided, any vacancy in the office of a Director occurring
for any reason other than the removal of a Director pursuant to Section
3 of this Article, and any newly created Directorship resulting from
any increase in the authorized number of Directors, may be filled by a
majority of the Directors then in office. In the event that any vacancy
in the office of a Director occurs as a result of the removal of a
Director pursuant to Section 3 of this Article, or in the event that
vacancies occur contemporaneously in the offices of all of the
Directors, such vacancy or vacancies shall be filled by the
stockholders of the Corporation at a meeting of stockholders called for
that purpose.  Directors chosen or elected as aforesaid shall hold
office until their respective successors are duly elected and
qualified.

Section 3.   Removals.  At any meeting of stockholders of the
Corporation called for that purpose, the holders of a majority of the
shares of capital stock of the Corporation entitled to vote at such
meeting may remove from office any or all of the Directors, with or
without cause.

Section 4.   Resignations.  Any director may resign at any time by
giving written notice of his or her resignation to the Corporation.  A
resignation shall take effect at the time specified therein or, if the
time when it shall become effective shall not be specified therein,
immediately upon its receipt, and, unless otherwise specified therein,
the acceptance of a resignation shall not be necessary to make it
effective.

Section 5.   Place of Meetings. Except as otherwise provided in these
Bylaws, all meetings of the Board of Directors shall be held at the
principal business office of the Corporation or at such other place,
within or without the State of Nevada, as the Board determines from
time to time.

Section 6.   Annual Meetings.  The annual meeting of the Board of
Directors shall be held either (a) without notice immediately after the
annual meeting of stockholders and in the same place, or (b) as soon as
practicable after the annual meeting of stockholders on such date and
at such time and place as the Board determines.



<PAGE>5

Section 7.   Regular Meetings.  Regular meetings of the Board of
Directors shall be held on such dates and at the principal business
office of the Corporation or at such other place, either within or
without the State of Nevada, as the Board determines. Notice of regular
meetings need not be given, except as otherwise required by law.

Section 8.   Special Meetings.  Special meetings of the Board of
Directors may be called by the President or any two Directors on notice
given to each Director, and such meetings shall be held at the
principal business office of the Corporation or at such other place,
either within or without the State of Nevada, as shall be specified in
the notices thereof.  The request shall state the date, time, place and
purpose or purposes of the proposed meeting.

Section 9.   Notice of Meetings.  Notice of each special meeting of the
Board of Directors (and of each annual meeting held pursuant to
subdivision (b) of Section 6 of this Article IV) shall be given, not
later than 24 hours before the meeting is scheduled to commence, by the
President or the Secretary and shall state the place, date and time of
the meeting. Notice of each meeting may be delivered to a Director by
hand or given to a director orally (whether by telephone or in person)
or mailed or telegraphed to a Director at his or her residence or usual
place of business, provided, however, that if notice of less than 72
hours is given it may not be mailed.  If mailed, the notice shall be
deemed to have been given when deposited in the United States mail,
postage prepaid, and if telegraphed, the notice shall be deemed to have
been given when the contents of the telegram are transmitted to the
telegraph service with instructions that the telegram immediately be
dispatched. Notice of any meeting need not be given to any Director who
shall submit, either before or after the meeting, a signed waiver of
notice or who shall attend the meeting, except if such Director shall
attend for the express purpose of objecting at the beginning thereof to
the transaction of any business because the meeting is not lawfully
called or convened. Notice of any adjourned meeting, including the
place, date and time of the new meeting, shall be given to all
Directors not present at the time of the adjournment, as well as to the
other Directors unless the place, date and time of the new meeting is
announced at the adjourned meeting.

Section 10. Quorum. Except as otherwise provided by the laws of the
State of Nevada or in these Bylaws, at all meetings of the Board of
Directors of the Corporation a majority of the entire Board shall
constitute a quorum for the transaction of business, and the vote of a
majority of the Directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.  A majority of the
Directors present, whether or not a quorum is present, may adjourn any
meeting to another place, date and time.

Section 11. Conduct of Meetings. At each meeting of the Board of
Directors of the Corporation, the President or, in his or her absence,
a Director chosen by a majority of the Directors present shall act as
Chairman of the meeting. The Secretary or, in his or her absence, any
person appointed by the Chairman of the meeting shall act as Secretary
of the meeting and keep the minutes thereof. The order of business at
all meetings of the Board shall be as determined by the Chairman of the
meeting.


<PAGE>6

Section 12.   Committees of the Board.  The Board of Directors, by
resolution adopted by a majority of the entire Board of Directors, may
designate an executive committee and other committees, each consisting
of one (1) or more Directors. Each committee (including the members
thereof) shall serve at the pleasure of the Board of Directors and
shall keep minutes of its meetings and report the same to the Board of
Directors. The Board of Directors may designate one or more Directors
<PAGE>6

as alternate members of any committee. Alternate members may replace
any absent or disqualified member or members at any meeting of a
committee. In addition, in the absence or disqualification of a member
of a committee, if no alternate member has been designated by the Board
of Directors, the members present at any meeting and not disqualified
from voting, whether or not they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting
in the place of the absent or disqualified member.
          Except as limited by the laws of the State of Nevada, each
committee, to the extent provided in the resolution establishing it,
shall have and may exercise all the powers and authority of the Board
of Directors with respect to all matters.

Section 13.   Operation of Committees.  A majority of all the members
of a committee shall constitute a quorum for the transaction of
business, and the vote of a majority of all the members of a committee
present at a meeting at which a quorum is present shall be the act of
the committee.  Each committee shall adopt whatever other rules of
procedure it determines for the conduct of its activities.

Section 14. Consent to Action. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee may
be taken without a meeting if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the
Board of Directors or committee.

Section 15.   Meetings Held Other Than in Person. Unless otherwise
restricted by the Articles of Incorporation or these Bylaws, members of
the Board of Directors or any committee may participate in a meeting of
the Board of Directors or committee, as the case may be, by means of
conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
such participation shall constitute presence in person at the meeting.

Section 16.   Compensation of Directors. Directors, as such, shall not
receive any stated salary for their services, but, by resolution of the
Board, a fixed sum and expenses of attendance, if any, may be allowed
for the attendance at each regular or special meeting of the Board;
however nothing herein contained shall be construed to preclude any
Director from serving the Corporation in any other capacity and
receiving compensation therefore.

                             ARTICLE V
Officers
Section 1.   Number, Election and Term of Office. The officers of the
Corporation shall be a President, a Treasurer, and a Secretary, and may
at the discretion of the Board of Directors include a Chief Executive
Officer, a Chief Financial Officer, Chairman of the Board and one or

<PAGE>7

more Vice Presidents, Director of Corporate Development, General
Managers, Assistant Treasurers and Assistant Secretaries. The officers
of the Corporation shall be elected annually by the Board of Directors
at its meeting held immediately after the Annual Meeting of the
stockholders, and shall hold their respective offices until their
successors are duly elected and qualified. Any two (2) or more offices
may be held by the same person. The Board of Directors may from time to
time appoint such other officers and agents as the interests of the
Corporation may require and may fix their duties and terms of office.

Any officer may devote less than one hundred percent (100%) of his or
her working time to his or her activities as such.

Section 2.   The President.  The President shall be the chief executive
and operating officer of the Corporation, and shall preside at all
meetings of the stockholders and of the Board of Directors.  The
President shall have general and active management of the business and
affairs of the Corporation, subject to the control of the Board, shall
see that all orders and resolutions of the Board are effectuated, and
shall have such other powers and duties as the Board assigns to him.
He shall ensure that the books, reports, statements, certificates and
other records of the Corporation are kept, made or filed in accordance
with the laws of the State of Nevada. He shall cause to be called
regular and special meetings of the stockholders and of the Board of
Directors in accordance with these Bylaws. He may sign, execute and
deliver in the name of the Corporation all deeds, mortgages, bonds,
contracts or other instruments authorized by the Board of Directors,
except in cases where the signing, execution or delivery thereof shall
be expressly delegated by the Board of Directors or by these Bylaws to
some other officer or agent of the Corporation or where required by law
to be otherwise signed, executed or delivered. He may sign, jointly
with the Secretary, an Assistant Secretary, the Treasurer, or an
Assistant Treasurer, certificates of stock of the Corporation.  He
shall appoint and remove, employ and discharge, and fix the
compensation of all servants, agents, employees and clerks of the
Corporation other than the duly elected or appointed officers, subject
to the approval of the Board of Directors. In addition to the powers
and duties expressly conferred upon him by these Bylaws, he shall,
except as otherwise specifically provided by the laws of the State of
Nevada, have such other powers and duties as shall from time to time be
assigned to him by the Board of Directors.

Section 3. The Vice President. There may be such Vice Presidents as the
Board of Directors shall determine from time to time, with duties
determined by the Board of Directors.  If there is only one Vice
President appointed by the Board, he shall perform, in the absence or
disability of the President, the duties and exercise the powers of the
President and shall have such other powers and duties as the Board or
the President assigns to him.

Section 4. The Secretary. The Secretary may sign all certificates of
stock of the Corporation jointly with the President. He shall record
all the proceedings of the meetings of the stockholders and the Board
of Directors of the Corporation in the books to be kept for that
purpose. He shall have safe custody of the seal of the Corporation and,
when authorized by the Board, he shall affix the same to any corporate
instrument, and when so affixed he may attest the same by his

<PAGE>8

signature. He shall keep the transfer books, in which all transfers of
the capital stock of the Corporation shall be registered, and the stock
books, which shall contain the names and addresses of all holders of
the capital stock of the Corporation and the number of shares held by
each.  He shall keep the stock and transfer books available during
business hours for inspection by any stockholder and for the transfer
of stock. He shall notify the Directors and stockholders of the
respective meetings as required by law or by these Bylaws of the
Corporation.  He shall have and perform such other powers and duties as
may be required by law or the Bylaws of the Corporation, or which the
Board or the President may assign to him from time to time.

Section 5. Assistant Secretaries. The Assistant Secretaries shall,
during the absence or incapacity of the Secretary, assume and perform
all functions and duties which the Secretary might lawfully do if
present and not under any incapacity.

Section 6.   The Treasurer.  Subject to the control of the Board, the
Treasurer shall have the care and custody of the corporate funds and
the books relating thereto. He shall perform all other duties incident
to the office of Treasurer. He shall have such other powers and duties
as the Board or the President assigns to him from time to time. He
shall keep full and accurate accounts of all receipts and disbursements
of the Corporation in books belonging to the Corporation and shall
deposit all monies and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by
the Board of Directors. He shall disburse the funds of the Corporation
as may be ordered by the Board, and shall render to the President or
the Directors, whenever they may require it, an account of all his
transactions as Treasurer and an account of the business and financial
position of the Corporation. The Treasurer shall be the "Treasurer" for
purposes of the laws of the State of Nevada.

Section 7.   Assistant Treasurers. The Assistant Treasurers shall,
during the absence or incapacity of the Treasurer, assume and perform
all functions and duties which the Treasurer might lawfully do if
present and not under any incapacity.

Section 8.   Transfer of Duties.  The Board of Directors may transfer
the power and duties, in whole or in part, of any officer to any other
officer, or other persons, notwithstanding the provisions of these
Bylaws, except as otherwise provided by the laws of the State of
Nevada.

Section 9.   Removals. Subject to his or her earlier death, resignation
or removal as hereinafter provided, each officer shall hold his or her
office until his or her successor shall have been duly elected and
shall have qualified.  Any officer or agent of the Corporation may be
removed from office at any time, with or without cause, by the
affirmative vote of a majority of the entire Board, at a meeting of the
Board of Directors called for that purpose.

Section 10.   Resignations.  Any officer or agent of the Corporation
may resign at any time by giving written notice of his or her
resignation to the Board of Directors or to the President or Secretary
of the Corporation. Any such resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall

<PAGE>9

not be specified therein, immediately upon its receipt, and, unless
otherwise specified therein, the acceptance of a resignation shall not
be necessary to make it effective.

Section 11.   Vacancies.  If the office of President, Secretary or
Treasurer becomes vacant for any reason, the Board of Directors shall
choose a successor to hold such office for the unexpired term. If any
other officer or agent becomes vacant for any reason, the Board of
Directors may fill the vacancy, and each officer so elected shall serve
for the remainder of his or her predecessor's term.

Section 12. Compensation of Officers. The officers shall receive such
salary or compensation as may be determined by the Board of Directors.


                            ARTICLE V

Contracts, Checks and Notes
Section 1.   Contracts.  Unless the Board of Directors shall otherwise
specifically direct, all contracts of the Corporation shall be executed
in the name of the Corporation by the President, Vice President or
chief executive officer of the Corporation.

Section 2. Checks and Notes. All negotiable instruments of the
Corporation shall be signed by such officers or agents of the
Corporation as may be designated by the Board of Directors.

                           ARTICLE VI

Provisions Relating to Stock
Certificates and Stockholders
Section 1.   Certificates of Stock. Certificates for the Corporation's
capital stock shall be in such form as required by law and as approved
by the Board.  Each certificate shall be signed in the name of the
Corporation by the President or any Vice President and by the
Secretary, the Treasurer or any Assistant Secretary or any Assistant
Treasurer and shall bear the seal of the Corporation or a facsimile
thereof.  If any certificate is countersigned by a transfer agent or
registered by a registrar, other than the Corporation or its employees,
the signature of any officer of the Corporation may be a facsimile
signature.  In case any officer, transfer agent or registrar who shall
have signed or whose facsimile signature was placed on any certificate
shall have ceased to be such officer, transfer agent or registrar
before the certificate shall be issued, it may nevertheless be issued
by the Corporation with the same effect as if he or she were such
officer, transfer agent or registrar at the date of issue.

Section 2.   Lost Certificates, etc.  The Corporation may issue a new
certificate for shares in place of any certificate theretofore issued
by it, alleged to have been lost, mutilated, stolen or destroyed, and
the Board may require the owner of the lost, mutilated, stolen or
destroyed certificate, or his legal representatives, to make an
affidavit of that fact and to give the Corporation a bond in such sum
as it may direct as indemnity against any claim that may be made
against the Corporation on account of the alleged loss, mutilation,
theft or destruction of the certificate or the issuance of a new
certificate.

<PAGE>10

Section 3.   Transfer of Stock.  Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, the Corporation shall issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

Section 4.   Record Date.  For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to or
dissent from any proposal without a meeting, or for the purpose of
determining stockholders entitled to receive payment of any dividend or
other distribution or the allotment of any rights, or for the purpose
of any other action, the Board may fix in advance, a record date, which
shall be not more than sixty (60) nor less than ten (10) days before
the date of any such meeting, nor more than sixty (60) days prior to
any other action.

Section 5. Registered Stockholders. The Corporation shall be entitled
to treat the holder of record of any share or shares of stock as the
holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to, or interest in, such share
or shares by any other person, whether or not it shall have notice
thereof, except as expressly provided by the laws of the State of
Nevada.

                            ARTICLE VII
General Provisions
Section 1.   Dividends.  To the extent permitted by law, the Board
shall have full power and discretion, subject to the provisions of the
Articles of Incorporation of the Corporation and the terms of any other
corporate document or instrument binding upon the Corporation, to
determine what, if any, dividends or distributions shall be declared
and paid or made. Dividends may be paid in cash, in property, or in
shares of capital stock, subject to the provisions of the Articles of
Incorporation.  Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sums
as the Directors think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other purpose
as the Directors think conducive to the interests of the Corporation.
The Directors may modify or abolish any such reserve in the manner in
which it was created.

Section 2.   Seal.  The corporate seal of the Corporation shall have
inscribed thereon the name of the Corporation, the year of its
organization and the words "Corporate Seal, Nevada."

Section 3.   Fiscal Year.  The fiscal year of the Corporation shall be
end on September 30.

Section 4.   Voting Shares in Other Corporations. Unless otherwise
directed by the Board, shares in other corporations which are held by
the Corporation shall be represented and voted only by the President or
by a proxy or proxies appointed by him or her.



<PAGE>11

Section 5.   Indemnification.
   (a)  The Corporation shall indemnify any person who was, or is
threatened to be made, a party to a proceeding (as hereinafter defined)
by reason of the fact that he or she (i) is or was a director, officer,
employee or agent of the Corporation, or (ii) while a director,
officer, employee or agent of the Corporation, is or was serving at the
request of the Corporation as a director, officer, employee, agent or
similar functionary of another corporation, partnership, joint venture,
trust or other enterprise, to the fullest extent permitted under the
Revised Statutes of the State of Nevada, as the same exists or may
hereafter be amended. Such right shall be a contract right and as such
shall run to the benefit of any director or officer who is elected and
accepts the position of director or officer of the Corporation or
elects to continue to serve as a director or officer of the
Corporation while this Article VII is in effect. The rights conferred
above shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, bylaw, resolution of
stockholders or directors, agreement or otherwise.
   (b)  As used herein, the term "proceeding" means any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, any appeal in such an
action, suit or proceeding and any inquiry or investigation that could
lead to such an action, suit or proceeding.
   (c)  A director or officer of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director or officer, except
for liability (i) for acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law; or (ii) for the
payment of distributions in violation of the Revised Statutes of the
State of Nevada. Any repeal or amendment of this Article VII by the
shareholders of the Corporation shall be prospective only, and shall
not adversely affect any limitation on the personal liability of a
director or officer of the Corporation arising from an act or omission
occurring prior to the time of such repeal or amendment. In addition to
the circumstances in which a director or officer of the Corporation is
not personally liable as set forth in the foregoing provisions of this
Article VII, a director or officer shall not be liable to the
Corporation or its stockholders to such further extent as permitted by
any law hereafter enacted, including, without limitation, any
subsequent amendment to the Revised Statutes of the State of Nevada.

                           ARTICLE VIII
Amendments
These Bylaws may be adopted, altered, amended or repealed or new Bylaws
may be adopted by the stockholders, or by the Board of Directors by the
Articles or Incorporation, at any regular meeting of the stockholders
or of the Board of Directors or at any special meeting of the
stockholders or of the Board of Directors if notice of such alteration,
amendment, repeal or adoption of new Bylaws be contained in the notice
of such special meeting. If the power to adopt, amend or repeal Bylaws
is conferred upon the Board of Directors by the Articles of
Incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal Bylaws.


/s/Lecia L. Walker                  Date:  August 21, 2009
- ----------------------------              -------------------
Lecia L. Walker - President
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>originalsources1ex5.txt
<DESCRIPTION>ATTORNEY'S OPINION AND CONSENT
<TEXT>
Exhibit 5

Jody M. Walker
Attorney at Law
7841 South Garfield Way
Centennial, CO 80122
jmwalker85@earthlink.net
Telephone: 303-850-7637                         Facsimile: 303-482-2731

October 4, 2010

Original Source Entertainment, Inc.

Re: Opinion of Counsel - Registration Statement on Form S-1

Gentleman:

I have acted as counsel to Original Source Entertainment, Inc. in
connection with the preparation and filing of a registration statement
on Form S-1.  The registration statement covers the registration under
the Securities Act of 1933 of 10,000,000 common shares to be sold by
Original Source Entertainment, Inc. and 1,500,000 common shares on
behalf of selling security holders of Original Source Entertainment,
Inc.  I have examined the registration statement, Original Source
Entertainment, Inc.'s articles of incorporation and bylaws, as amended,
and minutes of meetings of its board of directors.

Based upon the foregoing, and assuming that the common shares have been
and will be issued and that Original Source Entertainment, Inc. will
fully comply with all applicable securities laws involved under the
Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated pursuant to
said Acts, and in those states or foreign jurisdictions in which common
shares have been and may be sold, I am of the opinion that the common
shares will, when sold, be validly issued, fully paid and
nonassessable.

This opinion opines upon Nevada law, including the Nevada Constitution,
all applicable provisions of the statutory provisions, and reported
judicial decisions interpreting those laws.

This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent.
This opinion is based on my knowledge of the law and facts as of the
date of the registration statement's effectiveness.

This opinion does not address or relate to any specific state
securities laws. I assume no duty to communicate with Original Source
Entertainment, Inc. in respect to any matter that comes to my attention
after the date of effectiveness of the registration statement.




                           CONSENT


I consent to the use of this opinion as an exhibit to the registration
statement and to the reference to my firm in the prospectus that is
made a part of the registration statement.

Very truly yours,


/s/ Jody M. Walker
- -----------------------
Jody M. Walker
Attorney-At-Law

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>originalsources1ex10.txt
<DESCRIPTION>LICENSE AND ASSIGNMENT AGREEMENT DATED AUGUST 21, 2009
<TEXT>
                    LICENSE AND ASSIGNMENT AGREEMENT

    THIS LICENSE and ASSIGNMENT AGREEMENT made and entered into as of
the 21st day of August, 2009, by and between Lecia L. Walker and
Original Source Entertainment, Inc. ("Entertainment") a Nevada
corporation, with offices located at 8201 Santa Fe Drive #229,
Littleton, Colorado 80108, (together the "Parties").

                         W I T N E S S E T H
                     -----------------------------

    WHEREAS, Lecia L. Walker has developed a certain Business Concept,
("Business Concept") under Original Source Music and various other DBA
names including Original Source Publishing (ASCAP), Dishy Publishing
(BMI), and The Dish Publishing (SESAC) and as a result, and as of the
date of this Agreement, has placed over 1191 songs under a  Right To
License Assignment ( a list of such songs attached hereto and made a
part of this Agreement) from various recording artists, developed
certain methods of operating and marketing the Business Concept
including, but not limited to methods of selling, marketing,
advertising, art and design concepts, forms, printing, agreements and
other items relating to the Business Concept all herein collectively
called Intellectual Property ("Intellectual Property".)  A part of the
Business concept is the method of marketing the songs which are under
contract, to various possible clients, including television and film
studios.

    WHEREAS, Lecia L. Walker has filed, or may file, for the certain
Registered Trademarks and certain copyrighted material, pertaining to
the Business Concept (as hereinafter defined) and has used and currently
is using, the Trade Mark(s) and copyrighted materials in commerce and

    WHEREAS, Entertainment desires to acquire License and Assignment of
the Business Concept along with the Intellectual Property, including any
related Trade Marks, when or if applied for and received, copyrighted
materials and all aspects of the Business Concept and Lecia L. Walker
desires to grant the License and Assignment to Entertainment the
Business Concept along with the exclusive right and related Intellectual
Property, Trade Marks, when or if applied for and when received,
copyrighted materials and all aspects of the Business Concept, including
the List of Songs Under Publication Rights and

Whereas the following definitions shall apply:

    "Agreement" means this License and Assignment Agreement.

    "Business Concept" means the overall description of the business
thus far created by Lecia L. Walker under the name Original Source
Music, Dishy Publishing (BMI), Original Source Publishing (ASCAP), and
The Dish Publishing (SESAC), using and including, the Trade Marks,
Copyrighted Materials, Trade Secrets, Intellectual Property, and web
sites, and including the List of Songs Under Publication Rights, thus
creating a viable business.

    "Trademark(s)" "Licensed Marks" and "Copyright(s)" means any work
containing Trade Marks that Lecia L. Walker has or will apply for
pertaining to the Business Concept, and/or copyrightable subject matter
that Lecia L. Walker owns or has the right to license to others that
relates to the Business, including without limitation works registered
with the Copyright Office of the United States or any foreign country or
works for which an application to register the work with the Copyright
Office of the United States or any foreign country has been filed.  It
is understood that Lecia L. Walker may file for additional

<PAGE>2

Trademarks pertaining to the Business Concept in the future and that if
or when such trademarks are filed, such trademarks shall be included in
the Business Concept and shall automatically become a part of this
Agreement and therefore be licensed to Entertainment.

    "Intellectual Property" means all of the methods of selling,
marketing, advertising, art and design concepts, forms, printing,
agreements, Trade Marks, copyrighted materials, websites and other items
and trade secrets relating to the Business Concept and improvements made
thereto or in the future.

    "Trade Secrets" means all items described under "Intellectual
Property" which shall include all business methods developed by Lecia L.
Walker pertaining to the Business Concept, including methods of selling,
marketing, advertising, art and design concepts, websites, forms,
printing, agreements and other items relating to the Business Concept,
either existing now or developed in the future.

    "Know-How" means the methods, skills, procedures, forms, and
operations developed by Lecia L. Walker as related to the Business
Concept including all items described above under Intellectual Property
and Trade Secrets that are known, possessed and used by Lecia L. Walker
as of the Effective Date of this Agreement and developed after the date
of this Agreement and that relate to the Business Concept.

    "Marketing Materials" means the documents, forms and literature, and
websites, developed by Lecia L. Walker, for the purpose of contacting
musicians, contracting for their music, advertising to various
businesses, contracting with businesses for the use of the music, and
other uses relating to the Business Concept.

    "Right To License Assignment" shall mean the Contract by which Lecia
L. Walker and any company by which she has been acting as a DBA, has
placed any particular song under an Agreement by which Lecia L. Walker
and any company by which she has been acting as a DBA has acquired the
"Rights To License Audio-Visual Synchronization and Master Use of a song
and by which gives her or her DBA the right to license to third parties
a non-exclusive right to synchronize the composition and the master
recordings in the soundtracks of specified theatrical motion pictures
and television programs for exploitation of same.

    "List of Songs Under Publication Rights" or "Published Songs" means
all songs which have been placed under a publishing/licensing contract
by a company of which Lecia L. Walker has been acting as a DBA, up to
the date of this Agreement a list of which is attached hereto and made a
part of this Agreement.

"Subsidiary" means any corporation or other entity which is 100%
directly or indirectly owned by Entertainment.

"Affiliate" means any corporation or other entity which is at least 50%
owned by Entertainment.

"Subsidiary" means any subsidiary that is a wholly owned subsidiary of
Entertainment.

NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, the parties hereto covenant and agree as follows:



<PAGE>3

                               ARTICLE 1
                           GRANT OF LICENSE

Upon the terms and conditions of this Agreement, Lecia L. Walker hereby
grants to Entertainment, for a period of ten (10) years from the date of
the signing of this Agreement, the sole and exclusive right and license
to use and develop the Business Concept, including Copyrights, Trade
Marks, if and when applied for by Lecia L. Walker, Intellectual Property
and Know-how, and the List of Songs Under Publication Rights, in
connection with developing and operating the Business Concept and on all
brand identifications, promotional material, publicity, sales,
advertising, web sites and similar media presently existing or that may
exist in the future, in connection solely with the creation, operation,
marketing, distribution, sale and advertising of the Business Concept.

                              ARTICLE 2
                      PERIOD OF GRANT OF LICENSE

This Grant of License shall be for a period of ten (10) years from the
date of this Agreement.  At that time, providing all other terms of this
Agreement have been met, and at the discretion of the Board of Directors
of the Company, this Agreement may be renewed for another ten (10)
years.

                              ARTICLE 3
                           ASSIGNMENT FEE

For the grant of the License and Assignment of the Business Concept and
the use of the Intellectual Property, Trade Marks, Copyrighted Material,
Websites, Business and Know-How as described herein, and the assignment
of all List of Songs Under Publication rights, by Lecia L. Walker and
any company by which she operates as a DBA, Entertainment agrees to
Assign a total of Three Million  (3,000,000) shares of the authorized
but unissued shares of Common Stock of  Original Source Entertainment,
Inc., said shares to be fully paid and non-assessable.

It is understood that the shares so issued will not be registered and
shall be impressed with a legend similar to the following:

"The shares represented by this Certificate have not been registered
under the Securities Act of 1933 (the "Act"), and are "restricted
securities" as that term is defined in Rule 144 under the Act.  The
shares may not be offered for sale, sold or otherwise transferred except
pursuant to an effective registration statement under the Act, or
pursuant to an exemption from registration under the Act, the
availability of which is to be established to the satisfaction of the
Company."

In addition, it is hereby agreed that for the License and Assignment as
so stated above, and for the period that that this License and
Assignment Agreement is in effect, Lecia L. Walker, at her discretion,
shall be appointed to the Board of Directors of the Company and shall
serve as an officer of the Company, and shall be employed by the Company
to serve in the capacity and for a remuneration so voted and set by the
Board of Directors of the Company.




<PAGE>4

                           ARTICLE 4
                       CONFIDENTIALITY

The Parties acknowledge that all non-public information relating to the
Business Concept and operations of Original Source Music, and
Entertainment, which they learn or have learned from the other during or
prior to the term of this Agreement is confidential. The Parties
acknowledge the need to preserve the confidentiality and secrecy of such
information and agree that, they shall not use or disclose same, and
shall take all reasonable steps to preserve in all respects such
confidentiality and secrecy, it being understood that a Party shall have
complied with the foregoing obligation if such Party understands at
least the same measures and precautions it uses to safeguard its own
confidential information. The provisions of this paragraph shall not
apply with respect to:

    A. any information that is disclosed during the normal operation of
the Business Concept.
    B. any information that is granted to a subsidiary of Entertainment
under an assignment of this Agreement.
    C. any information that is generally available to the public other
than as a result of disclosure in violation of the foregoing;
    D. any information that is required to be disclosed by judicial or
administrative order or required to be disclosed to enforce the terms
and conditions hereof.

The provisions of this paragraph shall survive the expiration or
termination of this Agreement.

                             ARTICLE 5
                            DOMAIN NAMES

Lecia L. Walker and/or any business that she is affiliated with, shall
not register any domain names incorporating any of the Business Concept
or the trade marks, if any, or any name or mark similar to the "Licensed
Marks", with any domain name registrar, without the express written
consent of Entertainment.

                             ARTICLE 6
                          INDEMNIFICATION

A.   Entertainment agrees to defend, indemnify and hold harmless Lecia
L. Walker, and any company that does business under a DBA and their
principals, directors, officers, employees, and/or agents from and
against any and all liabilities, penalties, claims, demands, suits, and
causes of action of any nature whatsoever, whether groundless or
otherwise, and any and all damages, costs, and expenses sustained or
incurred (including cost of defense, settlement, and reasonable
attorneys' fees), asserted by or on behalf of any person or entity
arising out of the performance of Entertainment in use of the Business
Concept and/or Intellectual Property by Entertainment or under this
Agreement, or out of any breach of representation or warranty by
Entertainment, or out of the negligent acts or omissions or
Entertainment, its agents, representatives, and/or employees in
connection with the production, manufacture, distribution, use, offer
for sale, or sale of any Product and/or products and materials under the
Intellectual Property by Entertainment or under this Agreement. Further,
Entertainment must defend any such actions with counsel of its own
choosing.  The provisions of this paragraph and Entertainment's
obligations hereunder shall survive the expiration or termination of
this Agreement.

<PAGE>5

B.   Lecia L. Walker agrees to defend, indemnify and hold harmless
Entertainment, its principals, directors, officers, employees, and/or
agents from and against any and all liabilities, penalties, claims,
demands, suits, and causes of action of any nature whatsoever, whether
groundless or otherwise, and any and all damages, costs, and expenses
sustained or incurred (including cost of defense, settlement and
reasonable attorneys' fees), asserted by or on behalf of any person or
entity arising out of an allegation of superior rights by a third party
in and to the Business Concept or any part thereof.  Further, Lecia L.
Walker may defend any such actions with counsel of her own choosing, has
the right to settle or compromise any such dispute or action when in her
sole judgment settlement or compromise is warranted, and has the sole
right to decide whether to appeal any adverse decision of a tribunal in
any action.  The provisions of this paragraph and Entertainment's
obligations hereunder shall survive the expiration or termination of
this Agreement.

C.   Lecia L. Walker will give Entertainment notice of any action,
claim, suit or proceeding in respect of which indemnification may be
sought and Entertainment shall defend such action, claim, suit or
proceeding on behalf of Lecia L. Walker. In the event appropriate action
is not taken by Entertainment within thirty (30) days after its receipt
of notice from Lecia L. Walker, then Lecia L. Walker shall have the
right, but not the obligation, to defend such action, claim, suit or
proceeding. Lecia L. Walker may, subject to Entertainment's indemnity
obligation under subparagraph A above, be represented by her own counsel
in any such action, claim, suit or proceeding. In any case, the Lecia L.
Walker and the Entertainment shall keep each other fully advised of all
developments and shall cooperate fully with each other in all respects
in connection with any such defense as is made. Nothing contained in
this paragraph shall be deemed to limit in any way the indemnification
provisions of the subparagraph A above except that in the event
appropriate action is being taken by Entertainment by counsel reasonably
acceptable to Lecia L. Walker, with respect to any not-trademark or
intellectual property, action, claim, suit or proceeding. Lecia L.
Walker shall not be permitted to seek indemnification from Entertainment
for attorneys' fees and expenses incurred without the consent of
Entertainment. In connection with the aforesaid actions, claims and
proceedings, the parties shall, where no conflict of interest exists,
seek to be represented by common reasonably acceptable counsel. In
connection with actions, claims or proceedings involving trademark or
other intellectual property matters which are subject to indemnification
hereunder, Lecia L. Walker shall at all times be entitled to be
represented by her own counsel, for whose reasonable fees and
disbursements she shall be entitled to indemnification hereunder.

                               ARTICLE 7
            TRADE MARK(S), BUSINESS CONCEPT, DOMAIN NAMES

Entertainment acknowledges that (i) Lecia L. Walker is, the owner of the
Business Concept, Intellectual Property, "Licensed Marks" pertaining to
the Business Concept, when and if applied for, and Domain names in the
Territory, and the List of Songs Under Publication Rights (ii) the
rights of Lecia L. Walker in the Business Concept, Intellectual
Property, "Licensed Marks" and Domain Names and the List of Songs Under
Publication Rights are valid and enforceable. Entertainment covenants
and agrees not to challenge Lecia L. Walkers' ownership of the Business
Concept, Intellectual Property, "Licensed Marks", and Domain Name and
List of Publication List of Songs Under Publication Rights.

<PAGE>6

Entertainment shall not attempt to acquire any ownership rights in the
Business Concept, Intellectual Property, "Licensed Marks" or Domain
Names and List of Songs Under Publication Rights or any other right
adverse to Lecia L. Walkers' interests in the Business Concept,
Intellectual Property, "Licensed Marks" or Domain Names and List of
Songs Under Publication Rights. Nothing herein shall be deemed,
intended, or implied to constitute a sale of any part of the Business
Concept, including the Intellectual Property, the "Licensed Marks" or
Domain Names and List of Songs Under Publication Rights to
Entertainment. Entertainment agrees that its use of the Business
Concept, Intellectual Property, "Licensed Marks" Domain Names and List
of Songs Under Publication Right under this Agreement shall inure to the
benefit of Lecia L. Walker, and this Agreement does not confer on
Entertainment any goodwill or ownership interest in the "Licensed Mark",
other than as implied by this Agreement.

Entertainment hereby covenants that it shall not: (i) use the "Licensed
Marks" pertaining to the Business Concept, if and when applied for and
received by Lecia L. Walker, in any way that may tend to impair their
validity as proprietary Trade Marks or service "Licensed Marks"; (ii)
take any action that would jeopardize or impair Lecia L. Walker's
ownership of the "Licensed Marks" or the legality and/or enforceability
of the "Licensed Marks", or Lecia L. Walker's right to use the "Licensed
Marks"; (iii) either directly or indirectly, apply for the registration
or renewal of registration of the "Licensed Marks" or any variation
thereon, or any trademark, service mark, domain name, or other matter
which contains or is similar to, the "Licensed Marks", without the prior
written consent of Lecia L. Walker; (iv) or attempt to register in any
jurisdiction, directly or indirectly, any trademarks, service marks,
domain name, or other matter containing or similar to any trademarks,
service marks, domain name, or name as to which Lecia L. Walker or their
Affiliates have any registration or proprietary rights; or (v) sub-
license any of the "Licensed Marks", except as permitted by this
Agreement.

Entertainment shall not join any name or names with the Licensed Mark(s)
so as to form a new mark, unless and until Lecia L. Walker consents
thereto in writing. Entertainment acknowledges the validity of the
Licensed Mark(s), the secondary meaning associated with the
<PAGE>7

Licensed Mark(s), and the rights of Lecia L. Walker with respect to the
Licensed Mark(s) in any form or embodiment thereof and the goodwill
attached or which shall become attached to the Licensed Mark(s) in
connection with the business and goods in relation to which the same has
been, is or shall be used. Sales by Entertainment and any Subsidiary of
Entertainment shall be deemed to have been made by Lecia L. Walker for
purposes of trademark registration and all uses of the Licensed Mark(s)
by Entertainment and or any Subsidiary of Entertainment shall inure to
the benefit of Lecia L. Walker. Entertainment shall not, at any time, do
or suffer to be done, any act or thing which may in any way adversely
affect any rights of Lecia L. Walker in and to the Licensed Mark(s) or
any registrations thereof or which, directly or indirectly, may reduce
the value of the Licensed Mark(s) or detract from its reputation.

Notwithstanding anything to the contrary contained herein, all uses of
the Licensed Mark(s), materials using or incorporating the Licensed
Mark(s) and items used in connection with the Licensed Mark(s) are
subject to Lecia L. Walker's review and approval.



<PAGE>7

The "Licensed Mark(s)" may only be used under the License in the same
manner, including in the same style, typeface, and graphic appearance,
as supplied by Lecia L. Walker.  Notwithstanding any other provision of
this Agreement, Entertainment may not combine the "Licensed Mark(s)"
with any other trademark or service mark (including any logo, design, or
symbol), domain name (except for the Domain Names), name, prefix or
suffix, or any other modifying word or term or matter without Lecia L.
Walker's prior written approval.

Upon the expiration or termination of this Agreement for any reason,
Entertainment, except as specified below, will immediately discontinue
use of the Business Concept, including any part of the Business Concept,
the Licensed Marks, will not resume the use thereof or adopt any
colorable imitation of the Licensed Marks or any of its parts.

                              ARTICLE 8
                            INFRINGEMENT

Entertainment shall immediately notify Lecia L. Walker of any
unauthorized use and/or suspected infringement of the Business Concept,
Intellectual Property or Licensed Marks. Such notification on shall
include, without limitation, immediately forwarding to Lecia L. Walker
any and all documents relating to any such unauthorized use or suspected
infringement and providing Lecia L. Walker with any and all facts and
circumstances relating to such unauthorized use or suspected
infringement.

Lecia L. Walker shall have the primary, and in the first instance sole,
right to institute a suit for infringement, unfair competition, or other
action with respect to any unauthorized use or suspected infringement.
Lecia L. Walker shall have the sole discretion to determine how to
handle or otherwise deal with any infringement or unauthorized use of
the Intellectual Property, including the right to settle or otherwise
compromise any dispute or suit and shall promptly notify Entertainment
of its decision. Lecia L. Walker shall have no duty to initiate such
litigation if in its sole judgment such litigation is not wanted or is
not in its best interests.

Entertainment agrees that it shall, at all times, reasonably cooperate
with Lecia L. Walker and its counsel, with respect to any unauthorized
use or suspected or alleged infringements at Lecia L. Walker's expense,
including, but not limited to, having Entertainment's principals,
directors, employees, officers, and/or agents testify, and making
available any records, papers, information, specimens, and the like when
requested by Lecia L. Walker.  Entertainment may join and be represented
in, at its own expense by its own counsel, any proceeding relating to
any unauthorized use or suspected infringement to prow its own
interests.

If Lecia L. Walker decides in her discretion not to take any action with
respect to an unauthorized use or suspected infringement, then Lecia L.
Walker may, at her own option and sole expense, take such action on its
our behalf as she deems appropriate and any damages, recovery,
settlement, or compromise obtained thereby shall be for the account of
Entertainment.

Any damages and/or recovery received pursuant to such litigation or
settlement or compromises shall be the sole and exclusive property of
Lecia L. Walker.



<PAGE>8

                             ARTICLE 9
                        TERMINATION- MERGER

If Lecia L. Walker, on the one hand, or Entertainment, on the other,
fails to discharge a material obligation or to correct a material
default hereunder, Entertainment or Lecia L. Walker, respectively, may
give written notice to such other Party specifying the material
obligation or material default and indicating an intent to terminate
this Agreement if the material obligation is not discharged or the
material default is not cured. The Party receiving such notice shall
have sixty (60) days from the date of receipt of such notice to
discharge such material obligation or cure such material default. If
such material obligation is not discharged or such material default is
not cured by the end of such sixty (60) day period, the non-defaulting
Party may terminate this Agreement immediately by written notice given
at any time after the end of such period; provided that the material
obligation has not been discharged or the material default is continuing
on the date of such termination notice.

Upon the expiration or termination of this Agreement, Entertainment will
promptly discontinue any and all use of the Trade Mark, Intellectual
Property, copyrighted materials and all other aspects of the Business
Concept.

Upon the expiration or termination of this Agreement, Entertainment
will, destroy and/or delete the Intellectual Property from all of
Entertainment's publications, stationery, business cards, promotional
materials, computer hard-drives, and all other documents related to the
Business Concept.

Any amounts paid by the Entertainment up to the termination of the
Agreement, for whatever reason, shall be non-refundable.

If, in the future, Entertainment, or any subsidiary of Entertainment
that has the rights to the Business Concept, effects a merger with
another company which is in a business unlike the Business Concept, it
is agreed that all rights to the Business Concept, including any
contracts for List of Songs Under Publication Rights, web sites, and any
and all other rights pertaining to the Business Concept shall revert
back to Lecia L. Walker. Or, in the event that Entertainment merges with
another company and Entertainment is operating the Business Concept in a
subsidiary, Lecia L. Walker will be issued an amount of shares in that
Subsidiary reflecting an equal percentage, as she would own in
Entertainment at the time of any merger.

                             ARTICLE 10
                               NOTICES

 (A)   To be effective, unless otherwise specified in this Agreement,
all notices and demands, consents, and other communications under this
Agreement must be in writing and must be given by (a) depositing the
same in the United States mail, postage prepaid, certified or
registered, return receipt requested, (b) delivering the same in person
and receiving a signed receipt therefore, (c) sending the same by a
nationally recognized overnight delivery service, or (d) telecopy
(promptly confirmed by telephone and followed by personal or nationally
recognized overnight delivery). For purposes of notices, demands,
consents, and other communications under this Agreement, the addresses
of the Parties (and their respective counsel



<PAGE>9

(B)   Notices, demands, consents, and other communications mailed in
accordance with the foregoing clause (a) shall be deemed to have been
given, made, and received three (3) Business Days following the date so
mailed. Notices, demands, consents, and other communications given in
accordance with the foregoing clauses (b) and (d) shall be deemed to
have been given, made, and received when sent on a Business Day or, if
not a Business Day, then the next succeeding Business Day. Notices,
demands, consents, and other communications given in accordance with the
foregoing clause (c) shall be deemed to have been given, made, and
received when delivered or refused on a Business Day or, if not a
Business Day, then the next succeeding Business Day. Any Party may
designate a different address to which notices or demands shall
thereafter be directed and such designation shall be made by written
notice given in the manner hereinabove required, provided that at all
times each Party shall be required to maintain a notice address in the
continental United States.

Notices shall be sent to:

If to Lecia L. Walker:
      Original Source Music
      8201 S. Santa Fe Drive #229
      Littleton, CO 80120
      Telephone: 303-495-3728
      Facsimile: 303-495-3728
      Attention: Lecia Walker

If to Entertainment:
     Original Source Entertainment
     8201 S. Santa Fe Drive #229
     Littleton, CO 80120
     Telephone: 303-495-3728
     Facsimile: 303-495-3728

Notice of the change of any such address shall be duly given by either
party to the other in the manner herein provided.

                                ARTICLE 11
                          COMPLIANCE WITH LAW

Entertainment shall comply in all material respect with all applicable
Laws now and hereinafter enacted in connection with the Business
Concept, its use of the "Licensed Marks", and the performance of its
other obligations under this Agreement.

Entertainment, at its sole expense, shall be responsible for obtaining
and maintaining all licenses, permits, and regulatory approvals which
are required by any Governmental Entity, if any, with respect to this
Agreement and to comply in all material respect with any requirements of
such Governmental Entity. Entertainment shall furnish Lecia L. Walkers
with written evidence from such regulatory authorities of any such
licenses, permits, clearances, authorizations, or regulatory approvals
at Lecia L. Walkers' request.  Any Sub-license granted by the
Entertainment, likewise shall be responsible for obtaining any permits,
licenses, or regulatory approvals, if required, in their respective
territory.  Entertainment shall furnish Lecia L. Walkers with written
evidence from such regulatory authorities of any such licenses, permits,
clearances, authorizations, or regulatory approvals at Lecia L. Walkers'
request.



<PAGE>10

                               ARTICLE 12
                   INTELLECTUAL PROPERTY PROTECTION

Entertainment shall, at its own expense, notify Lecia L. Walker, within
ten (10) Business Days after it becomes aware thereof, of (i) any use,
application to register, or registration of any word, name, phrase,
term, logo, or design, or any combination of any of the foregoing, that
might constitute infringement or other violation of the "Licensed
Marks"; or (ii) any claim of any rights in a Mark, or in any confusingly
similar mark, adverse to Lecia L. Walker's interests in and to such
Mark, or any claim that Entertainment's use of a Mark infringes or
otherwise violates the rights of any other Person.

Entertainment agrees, at its own expense and as Lecia L. Walker may
reasonably request, to (i) cooperate fully with Lecia L. Walker in the
prosecution and elimination of any infringement or other violation of
the "Licensed Mark(s)", including, but not limited to, joining in a suit
or proceeding against a Person making such infringing or other violating
use; and (ii) execute any further agreements or documents as may become
necessary or useful in connection therewith.

                               ARTICLE 13
                              ASSIGNABILITY.

Neither this Agreement nor the license or other rights granted hereunder
may be assigned, sublicensed or transferred by Entertainment, whether to
a Subsidiary or Affiliate except as approved by Lecia L. Walker in
advance, in writing, which approval will not be unreasonably denied.

Other than the license granted herein, all rights, titles, and interest
in and to the Intellectual Property is owned and expressly reserved by
Lecia L. Walker for her own use and benefit subject to the terms and
conditions of this Agreement.

Except as relates to the enforcement of any rights granted to
Entertainment hereunder, Entertainment will not at anytime challenge the
validity or enforceability of the Business Concept, or any part thereof,
including Intellectual Property and/or of any registrations thereof, or
challenge Lecia L. Walker's ownership rights, titles, or interest in the
Business Concept or to the Intellectual Property or  to List of Songs
Under Publication Rights or that of any successor, assignee, affiliate,
or subsidiary of Lecia L. Walker.

                            ARTICLE 14
                       REMEDIES FOR BREACH

Entertainment acknowledges and agrees that (i) the Business Concept,
including Intellectual Property and Trade Marks and List of Songs Under
Publication Rights constitute valuable property of Lecia L. Walker and
have acquired a valuable reputation and goodwill; (ii) violation by
Entertainment or its directors, officers, employees, agents,
subcontractors, or Subsidiary of Entertainment's of any provision of
this Agreement may cause Lecia L. Walker irreparable injury not
compensable by money damages for which Lecia L. Walker may not have an
adequate remedy at law; and (iii) if Lecia L. Walker institutes an
action or proceeding to enforce the provisions of this Agreement and
seek injunctive or other equitable relief as may be necessary to enjoin,
prevent, or curtail any breach thereof, threatened or actual, then Lecia
L. Walker shall not be required to prove irreparable injury, and shall
be entitled to such relief without the posting of any bond or other
security.

<PAGE>11
                               ARTICLE 15
                        RESOLUTION OF DISPUTES

This Agreement shall be governed by and interpreted in accordance with
the laws of the state of Colorado.  The parties agree that the
procedures set forth herein shall be the exclusive means for resolving
any claim, dispute, or controversy arising from or relating to this
Agreement, whether sounding in contract, tort, equity, or otherwise,
including any dispute over the validity and/or scope of this Section or
of any other aspect of this Agreement. Any dispute arising under this
Agreement will be first referred for resolution to each party's
respective management designee. To the extent that such designees cannot
resolve the dispute within ten (10) business days of referral to them,
the parties agree to try in good faith to settle the dispute by
non-binding mediation under the Commercial Mediation Rules of Judicial
Arbitration and Mediation Services, Inc. ("JAMS"). Any and all mediation
hearings shall be held in Denver County, Colorado, unless the parties
agree otherwise.  If and to the extent after five (5) days of mediation
with the mediator, the dispute is not settled, or if the mediator
declares an impasse prior to the end of the five (5) day period, then
and only then the aggrieved party may pursue arbitration as set forth
herein. Any arbitration hereunder shall be conducted under the Dispute
Resolution Rules of JAMS as modified herein. Arbitration proceedings
shall take place in Denver County, Colorado, before a single arbitrator
who shall be a lawyer. The parties shall request that JAMS provide them
with a list of five (5) arbitrators and each party, beginning with
Entertainment, shall alternately strike one name from such list until
one arbitrator remains and such arbitrator shall conduct the
proceedings. All arbitration proceedings shall be confidential. Neither
party shall disclose any information about the evidence produced by the
other party in the arbitration proceedings, except in the course of
judicial, regulatory, or arbitration proceeding, or as may be demanded
by government authority. Before making any disclosure permitted by the
preceding sentence, a party shall give the other party reasonable
advance written notice of the intended disclosure and an opportunity to
prevent disclosure. In connection with any arbitration provisions
hereunder, each party shall have the right to take the deposition of up
to two individuals and any expert witness retained by the other party.
Additional discovery may be had only where the arbitrator so orders,
upon a showing of substantial need. Only evidence that is directly
relevant to the issues may be obtained in discovery. Each party bears
the burden of persuasion of any claim or counterclaim raised by that
party. The arbitration provisions of this Agreement shall not prevent
any party from obtaining injunctive or other equitable relief from a
court of competent jurisdiction to enforce the obligations for which
such party may obtain provisional relief pending a decision on the
merits by the arbitrator. Each of the parties hereby consents to the
jurisdiction of Colorado courts for such purpose. The arbitrator shall
have authority to award any remedy or relief that a court of the State
of Colorado could grant in conformity to applicable law, except that the
arbitrator shall have no authority to award attorneys' fees or punitive
damages. Any arbitration award shall be accompanied by a written
statement containing a summary of the issues in controversy, a
description of the award, and an explanation of the reasons for the
award. The arbitrator's award shall be final and judgment may be entered
upon such award by any court.




<PAGE>12

                          ARTICLE 16
                     EFFECT OF TERMINATION

(a)      Upon the expiration or termination of this Agreement for any
reason:
(i)      Subject to the terms of this Agreement, Entertainment's License
immediately and automatically shall terminate, and all rights in the
Business Concept, including the Intellectual Property, including any
"Licensed Mark" granted to Entertainment under this Agreement shall
revert to Lecia L. Walker; and
(ii)      Entertainment shall, within sixty (60) days from the
termination of this Agreement (such period, the "Transitional Period"),
discontinue using the "Licensed Marks" and remove the "Licensed Mark"
from all promotional and advertisement materials, stationery, computer
and electronic systems (including all Internet websites), and any and
all documents (whether in written, electronic, optical, or other form)
in the possession or control of Entertainment, and during the
Transitional Period (the last day of such period being the "Cessation
Date") all of the obligations of Entertainment hereunder shall remain in
force; provided, however, that Entertainment shall not be required to
remove the "Licensed Marks" from internal business records.
(b)      Upon expiration of the Transitional Period, Entertainment
shall:  (i) destroy all materials utilizing the "Licensed Marks" and
provide confirmation of same to Lecia L. Walker;  (ii) not use any
trademark, service mark, domain name, or name that is confusingly
similar to or dilutive of the "Licensed Marks", and at Lecia L. Walker's
request Entertainment will assign any rights to the "Licensed Marks" to
Lecia L. Walker or to one or more Affiliates of  Lecia L. Walker, as
requested by Lecia L. Walker;  (iii) remove all content from any
Internet website corresponding to the Domain Names, and shall (x) post,
at the request of Lecia L. Walker and subject to the prior written
approval of Lecia L. Walker, a notice or legend which shall state that
the license granted hereunder has been terminated and any other
information reasonably requested by Lecia L. Walker, including hypertext
links to Lecia L. Walker, or one or more of its Affiliates, other
Internet websites; or (y) redirect the Domain Names to a website of
Lecia L. Walker's choosing;  (iv) take all steps necessary, and fully
cooperate with Lecia L. Walker and/or their Affiliates, to remove the
"Licensed Marks" from Entertainment's trade and assumed names and Sub-
Entertainment's corporate names and cancel any recordation of such names
with any Governmental Entity; and  (v) change any corporate, trade, and
assumed name that uses the "Licensed Marks" to a name that does not
include the "Licensed Marks" or any variation, derivation, or colorable
imitation thereof.



<PAGE>13

                              ARTICLE 17
                             MISCELLENOUS

(A)   RIGHT AND AUTHORITY:  The Parties respectively represent and
warrant that they have full right, power and authority to enter into
this Agreement and perform all of their obligations hereunder and that
they are under no legal impediment which would prevent their signing
this Agreement or consummating the same. Lecia L. Walker represents and
warrants that she has the right to license to Entertainment the Business
Concept including the Licensed Marks, when and if granted, and that
Lecia L. Walker has not granted any other existing license to use the
Licensed Marks on products covered hereunder in the Territory and that
no such license will be granted during the term of this Agreement except
in accordance with the provisions hereof.

Not withstanding anything to the contrary contained in this Agreement,
Lecia L. Walker shall not have the right to negotiate or enter into
agreements with third parties pursuant to which it may grant a license
to use prior to the termination or expiration of this Agreement.

(B)   RELATIONSHIP OF THE PARTIES:   This Agreement does not create a
partnership, joint venture, or agency relationship between the parties,
and neither Entertainment nor Lecia L. Walker shall have the right,
power, or authority to act as a legal representative of the other, and
neither party shall have any power to obligate or bind the other, or to
make any representations, express or implied, on behalf of or in the
name of the other in any manner or for any purpose.  This Article shall
also apply to any Sub-Entertainment which may enter into an agreement
with Entertainment.

(C)   VOID PROVISIONS:   If any provision or any portion of any
provision of this Agreement shall be held to be void or unenforceable,
the remaining provisions of this Agreement and the remaining portion of
any provision held void or unenforceable in part shall continue in full
force and effect.

 (D)   LIMITATION OF LIABILITY:  Notwithstanding anything to the
contrary contained herein, in the event Entertainment incurs any
expenses, damages or other liabilities (including, without limitation,
reasonable attorneys' fees) in connection with the breach by Lecia L.
Walker of any term or provision hereof, Lecia L. Walker's liability to
Entertainment thereunder shall not exceed the remuneration, excluding
reimbursement of expenses, actually paid to Lecia L. Walker by
Entertainment hereunder.

(E)   CONSTRUCTION:  This Agreement shall be construed without regard to
any presumption or other rule requiring construction against the party
causing this Agreement to be drafted. If any words or phrases in this
Agreement shall have been stricken out or otherwise eliminated, whether
or not any other words or phrases have been added, this Agreement shall
be construed as if those words or phrases were never included in this
Agreement, and no implication or inference shall be drawn from the fact
that the words or phrases were so stricken out or otherwise eliminated.

(F)   FORCE MAJEURE:  Neither party hereto shall be liable to the other
for delay in any performance or for the failure to render any
performance under the Agreement (other than payment or any accrued
obligation for the payment of money) when such delay or failure is by
reason of lockouts, strikes, riots, fires, explosions, blockade, civil
commotion, epidemic, insurrection, war or warlike conditions, terrorism
or threat of terrorism, the elements, embargoes, act of God or the
public enemy, compliance with any law, regulation or other governmental

<PAGE>14

order, whether or not valid, or other similar causes beyond the control
of the party effected. The party claiming to be so affected shall give
notice to the other party promptly after it learns of the occurrence of
said event and of the adverse results thereof. Such notice shall set
forth the nature and extent of the event. The delay or failure shall not
be excused unless such notice is so given. Notwithstanding any other
provision of this Agreement, either party may terminate this Agreement
if the other party is unable to perform any or all of its obligations
hereunder for a period of six (6) months by reason of said event as if
the date of termination were the date set forth herein as the expiration
date hereof. If either party elects to terminate this Agreement under
this paragraph, Entertainment shall have no further obligations for the
License Fee beyond the date of termination (which shall be prorated if
less than an Annual Period is involved) and shall be obligated to pay
any Sales Royalty which is then due or becomes due.

(G)   BINDING EFFECT:    This Agreement shall inure to the benefit of
and shall be binding upon the parties, their respective successors,
Lecia L. Walker's transferees and assigns and Entertainment's permitted
transferees and assigns.

(H)   CAPTIONS:   The captions used in this Agreement have been inserted
only for reference purposes. The captions and order of such captions
shall not be deemed to govern, limit, modify, or in any manner affect
the scope, meaning, or intent of any of the provisions and/or terms of
this Agreement nor shall any captions be given any legal effect.

(I)   WAIVER INTEGRATION, ALTERATION:   No provision of this Agreement
shall be deemed to have been waived unless such waiver is contained in a
written notice given to the Party claiming such waiver has occurred. A
waiver or consent, express or implied, of or to any breach or default by
any Person in the performance by that Person of its obligations with
respect to this Agreement is not a consent or waiver to or of any other
breach or default in the performance by that Person of the same or any
other obligations of that Person with respect to this Agreement. Failure
on the part of a Person to complain of any act of any Person or to
declare any Person in default with respect to this Agreement,
irrespective of how long that failure continues, does not constitute a
waiver by that Person of its rights with respect to that default until
the applicable statute-of-limitations period has run.  Acceptance of
payments by Lecia L. Walker shall not be deemed a waiver by Lecia L.
Walker of any violation of or default under any of the provisions of
this Agreement by Entertainment.

(J)   MODIFICATION OF AGREEMENT:   Any modification or amendment of this
Agreement shall be effective if made in writing and signed by both
parties.

(K)   ILLEGAL OR UNENFORCEABLE:   If, any part, term, or provision of
this Agreement shall be found illegal, unenforceable, or in conflict
with any valid controlling Law, the validity of the remaining portions
of any provisions, and any other provisions in this Agreement, shall not
be affected thereby.

(L)   THIRD PARTIES:  Third Parties. Except as specifically set forth or
referred to herein, nothing herein expressed or implied is intended or
shall be construed to confer upon or give to any person, corporation or
other entity other than the parties hereto and their successors or
assigns, any rights or remedies under or by reason of this Agreement.



<PAGE>15

(M)   ASSIGNMENT/DELEGATION:   Entertainment shall not assign or
delegate or otherwise transfer their obligations under this Agreement
without the prior written consent of Lecia L. Walker.  Any assignment or
other transfer in violation of the foregoing sentence shall be void and
of no force and effect. This Agreement shall be binding upon and inure
to the benefit of the Parties and their respective permitted successors
and assigns.

(N)   PARAGRAPH HEADINGS:   The paragraph headings in this Agreement are
for convenience of reference only and shall be given no substantive
effect.

(O)   COUNTERPARTS:  This Agreement may be executed in several
counterparts, each of which will be deemed an original but all of which
will constitute one and the same instrument.

(P)   INVALIDITY:  Wherever possible, each provision hereof shall be
interpreted in such manner as to be effective and valid under applicable
law, but in case any one or more of  the provisions contained herein
shall, for any reason, be held to be invalid, illegal, or unenforceable
in any respect, such provision shall be ineffective only to the extent
of such invalidity, illegality, or unenforceability without invalidating
the remainder of such invalid, illegal, or unenforceable provision or
provisions or any other provisions hereof, unless such a construction
would be unreasonable.

(Q)   AMENDMENT:   Except as expressly provided herein, this Agreement
may be amended only by a written agreement executed by all of the
Parties. Following such amendment, this Agreement, as amended, shall be
binding upon the Parties.

(R)   EFFECT OF WAIVER AND CONSENT:  No provision of this Agreement
shall be deemed to have been waived unless such waiver is contained in a
written notice given to the Party claiming such waiver has occurred. A
waiver or consent, express or implied, of or to any breach or default by
any Party in the performance by that Party of its obligations with
respect to this Agreement is not a consent or waiver to or of any other
breach or default in the performance by that Party of the same or any
other obligations of that Party with respect to this Agreement. Failure
on the part of a Party to complain of any act of any Party or to declare
any Party in default with respect to this Agreement, irrespective of how
long that failure continues, does not constitute a waiver by that Party
of its rights with respect to that default until the applicable
statute-of-limitations period has run.

(S)   HEADINGS:   The headings of the Articles and Sections herein are
inserted for convenience

(T)   INTERPRETATION:  Each definition in this Agreement includes the
singular and the plural. The words "include" or "including" when used in
this Agreement shall mean "including, without limitation". The word "or"
shall not be exclusive. Except as otherwise stated, reference to
Articles, Sections, Schedules and Exhibits means the Articles, Sections,
Schedules and Exhibits of this Agreement. The Schedules and Exhibits are
hereby incorporated by reference into and shall be deemed a part of this
Agreement.

(U)   SEVERABILITY: If, any part, term, or provision of this Agreement
shall be found illegal, unenforceable, or in conflict with any valid
controlling Law, the validity of the remaining portions of any
provisions, and any other provisions in this Agreement, shall not be
affected thereby.

<PAGE>16

(V)   GOVERNING LAW:   THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO WITHOUT REGARD TO
THE CHOICE OF LAWS OR RULES THEREOF, AND THE OBLIGATIONS, RIGHTS, AND
REMEDIES OF THE PARTIES SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS. Any legal suit, action, or proceeding against any of the Parties
arising out of or relating to this Agreement shall only be instituted in
any federal or state court in Denver, Colorado, and each Party hereby
irrevocably submits to the exclusive jurisdiction of any such court in
any such suit, action, or proceeding. The Parties hereby agree to venue
in such courts and hereby waive, to the fullest extent permitted by law,
any claim that any such action or proceeding was brought in an
inconvenient forum. Each of the Parties hereby irrevocably waives all
right to trial by jury in any suit, action, or proceeding arising out of
or relating to this Agreement.

(W)   ENTIRE AGREEMENT:  This Agreement contains the entire
understanding and agreement between the parties hereto with respect to
the subject matter hereof, supersedes all other agreements,
representations, understandings, and warranties, express or implied,
oral or written understandings and agreements relating thereto
concerning the Business Concept and any part thereof, and may not be
modified, discharged or terminated, nor may any of the provisions hereof
be waived, orally.

SIGNATURES

LECIA L. WALKER - ORIGINAL SOURCE MUSIC

By:

/s/Lecia L. Walker                   Date: August 21, 2009
- --------------------------
Lecia L. Walker


ORIGINAL SOURCE ENTERTAINMENT, INC.

By:

/s/Lecia L. Walker                   Date: August 21, 2009
- ---------------------------
Lecia L. Walker
President - Director


/s/ E. Lynn Atwood                   Date: August 21, 2009
- --------------------------
 E. Lynn Atwood
Secretary - Director
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>originalsources1ex23.txt
<DESCRIPTION>AUDITOR'S CONSENT
<TEXT>
                  [Letterhead of Ronald R. Chadwick, P.C.]

         CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

I consent to the use in the Registration Statement of Original Source
Entertainment, Inc. on Form S-1 of my Report of Independent Registered Public
Accounting Firm, dated August 16, 2010, on the consolidated balance sheet of
Original Source Entertainment, Inc. as at December 31, 2009, and the related
consolidated statements of operations, stockholders' (deficit), and cash
flows for the period from August 20, 2009 (date of inception) through
December 31, 2009.

In addition, I consent to the reference to me under the heading "Experts" in
the Registration Statement.

RONALD R. CHADWICK, P.C.

/s/Ronald R. Chadwick, P.C.
Aurora, Colorado
October 3, 2010

{00041849.DOC;1}
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
