<SEC-DOCUMENT>0001014897-11-000073.txt : 20110428
<SEC-HEADER>0001014897-11-000073.hdr.sgml : 20110428
<ACCEPTANCE-DATETIME>20110428101029
ACCESSION NUMBER:		0001014897-11-000073
CONFORMED SUBMISSION TYPE:	S-1/A
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20110428
DATE AS OF CHANGE:		20110428

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Original Source Entertainment, Inc.
		CENTRAL INDEX KEY:			0001500198
		STANDARD INDUSTRIAL CLASSIFICATION:	PATENT OWNERS & LESSORS [6794]
		IRS NUMBER:				270863354
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-1/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-169732
		FILM NUMBER:		11786039

	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/A
<SEQUENCE>1
<FILENAME>originalsources1am3.txt
<DESCRIPTION>AMENDMENT 3 TO FORM S-1
<TEXT>
As filed with the Securities and Exchange Commission on April 28, 2011
Registration No. 333-169732

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                AMENDMENT 3 TO
                                   FORM S-1
                           REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                     ORIGINAL SOURCE ENTERTAINMENT, INC.
            (Exact name of Registrant as specified in its charter)
<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.

                          Explanatory Note

This registration statement relates to the public offering by the
registrant contemplated by the registration statement on Form S-1,
registration number 333-169732 and is being filed for the sole purpose
of updating the legal opinion regarding the common shares being
registered in the offering.  The contents of registration statement no.
333-169732, including amendments are hereby incorporated herein by
reference.




<PAGE>3

                              SIGNATURES

In accordance with the requirements of the Securities Act of 1933,
Original Source Entertainment, Inc. certifies that it has reasonable
grounds to believe that it meets all of the requirements of filing on
Form S-1 and authorized this registration statement to be signed on its
behalf by the undersigned, in the City of Littleton, State of Colorado
on the 28th day of April, 2011

Original Source Entertainment, Inc.

By: /s/ Lecia L. Walker
    -------------------
    Lecia L. Walker, President

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the
capacities and on the dates stated.

By:  /s/Lecia L. Walker                    Dated: April 28, 2011
     ----------------------
     Lecia L. Walker, CEO, CFO
         Controller, Director

By:  /s/E. Lynn Atwood                     Dated: April 28, 2011
     ----------------------
     E. Lynn Atwood, Director



<PAGE>

Exhibit          Description
-------          -----------
   3    Articles of Incorporation, amendments to and By-Laws
incorporated by reference to Form S-1 filed November October 4, 2010
   5   Consent and Opinion of Jody M. Walker, Attorney at Law,
        regarding the legality of the securities being registered
  10   License and Assignment Agreement dated August 21, 2009
incorporated by reference to Form S-1 filed November October 4, 2010
  11   Statement of Computation of Per Share Earnings
        This Computation appears in the Financial Statements.
  23   Consent of Certified Public Accountant.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>originalsources1am3ex5.txt
<DESCRIPTION>ATTORNEY CONSENT AND OPINION
<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

April 28, 2011

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 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 non-assessable and that the common shares being
offered for resale are legally issued, full paid and non-assessable.

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 based on my knowledge of the law and facts as of the
date of the filing of the registration statement.

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-23
<SEQUENCE>3
<FILENAME>originalsources1am3ex23.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 amendment 3 to Form S-1 of my Report of Independent
Registered Public Accounting Firm, dated January 31, 2011, on the
consolidated balance sheets of Original Source Entertainment, Inc. as of
December 31, 2009 and 2010, and the related consolidated statements of
operations, stockholders' equity, and cash flows for the period from August
20, 2009 (inception) through December 31, 2009, the year ended December 31,
2010, and for the period from August 20, 2009 (inception) through December 31,
2010.

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
April 28, 2011

{00041849.DOC;1}
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
