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S-1/A - AMENDMENT 1 TO FORM S-1 - NEUROONE MEDICAL TECHNOLOGIES Corporiginalsources1am1.txt
EX-5 - REVISED ATTORNEY OPINION - NEUROONE MEDICAL TECHNOLOGIES Corporiginalsources1am1ex5.txt
EX-31 - AUDITOR'S CONSENT - NEUROONE MEDICAL TECHNOLOGIES Corporiginalsources1am1ex23.txt

                             Jody M. Walker
                            Attorney At Law
                        7841 South Garfield Way
                          Centennial, CO 80122
303-850-7637 telephone  jmwalker85@earthlink.net 303-482-2731 facsimile

February 17, 2011

Gentlemen:

We have reviewed the Securities and Exchange Commission's comment
letter dated October 29, 2010, and have provided the following
responses.

General
1.   Please provide us with copies of all graphics, maps, photographs,
and related captions or other artwork including logos that you intend
to use in the prospectus.  Such graphics and pictorial representations
should not be included in any preliminary prospectus distributed to
prospective investors prior to the time we complete our review.

A copy of our logo is being sent under separate cover.   We do not
intend to utilize any other graphics, maps, photographs, and
related captions or other artwork in the prospectus.

2.   We note that you have not filed a registration statement under the
Securities Exchange Act and it appears likely that you will not become
a fully reporting company but will instead be a Section 15(d) issuer
that provides periodic reports but is exempt from many regulatory
requirements that apply to fully reporting companies.  As applicable,
please include a risk factor that alerts potential investors to the
limited reporting status for the issuer and the limitations on the
information and regulatory oversight to which you will be subject as a
15(d) issuer.  Additionally, given the small size of the offering, it
appears you should inform investors of the statutory provisions that
may result in the automatic termination of any periodic reporting
responsibilities, in the vent you have less than 300 shareholders.

A risk factor has been included as follows:

15.  Our common shares are not registered under the Exchange Act.
As a result, we will not be subject to the federal proxy rules
and our directors, executive officers and 10% beneficial holders
will not be subject to Section 16 of the Exchange Act.  In
additional our reporting obligations under Section 15(d) of the
Exchange Act may be suspended automatically if we have fewer than
300 shareholders of record on the first day of our fiscal year.

Our common shares are not registered under the Securities
Exchange Act of 1934, as amended, and we do not intend to
register our common shares under the Exchange Act for the
foreseeable future, provided that, we will register our common
shares under the Exchange Act if we have, after the last day of
our fiscal year, more than 500 shareholders or record, in
accordance with Section 12(g) of the Exchange Act).  As a result,
although, upon the effectiveness of the registration statement of
which this prospectus forms a part, we will be required to file
annual, quarterly, and current reports pursuant to Section 15(d)
of the Exchange Act, as long as our common shares are not
registered under the Exchange Act, we will not be subject to
Section 14 of the Exchange Act, which, among other things,
prohibits companies that have securities registered under the
Exchange Act from soliciting proxies or consents from
shareholders without furnishing to shareholders and filing with
the Securities and Exchange Commission a proxy statement and form
of proxy complying with the proxy rules.  In addition, so long as
our common shares are not registered under the Exchange Act, our
directors and executive officers and beneficial holders of 10% or
more of our outstanding common shares will not be subject to
Section 16 of the Exchange Act.  Section 169a) of the Exchange
Act requires executive officers and directs, and persons who
beneficially own more than 10% of a registered class of equity
securities to file with the SEC initial statements of beneficial
ownership, reports of changes in ownership and annual reports
concerning their ownership of common shares and other equity
securities, on Forms 3, 4 and 5, respectively.  Such information
about our directors, executive officers, and beneficial holders
will only be available through this (and any subsequent)
registration statement, and periodic reports we file thereunder.

Furthermore, so long as our common shares are not registered
under the Exchange Act, our obligation to file reports under
Section 15(d) of the Exchange Act will be automatically suspended
if, on the first day of any fiscal year (other than a fiscal year
in which a registration statement under the Securities Act has
gone effective), we have fewer than 300 shareholders of record.
This suspension is automatic and does not require any filing with
the SEC.  In such an event, we may cease providing periodic
reports and current or periodic information, including
operational and financial information, may not be available with
respect to our results of operations.

Prospectus Cover Page
3.  Please revise the cover page so that the number of shares appearing
at the top of the cover page reflects the maximum number of shares
being offered on an aggregated basis in both the primary and secondary
offerings.

The disclosure has been revised for clarity.

4.  In addition, because the offering is being made on a self-
underwritten basis, the cover page should reflect the contingency
nature of the dollar amount to be raised.  In this regard, please
remove from the cover page the reference to $500,000 at the top of the
page and the proceeds table at the bottom, since it is not assured that
this amount will be raised.  You may include instead a statement in the
text indicating the amount of the proceeds to be raised in the primary
offering if, for example, 25%, 50% and 100% of the offering is sold.

The reference to $500,000 and the proceeds table has been deleted
and the following statement has been included.

The amount of proceeds to be raised in the primary offering will
be $500,000, $250,000 or $125,000 if 100%, 50% or 25% of the
offering is sold, respectively.

5.  Please prominently disclose on the cover page that this offering
constitutes the initial public offering of Original Source
Entertainment's common stock.  In addition, name the officers/directors
who will sell the common stock on the cover page, and briefly describe
the role of those persons in the marketing of the securities.

The fact that this is an initial public offering has been added
along with the name and role of the officer/directors who will
sell the common stock.

6.  Please highlight the cross reference to the Risk Factors section by
bolding or italicizing the language or by using some other prominent
type.  Please see Item 501(b)(5) of Regulation S-K.

The cross reference to the Risk Factors section has been
highlighted by bolding but may not be reflecting in the ASCII
version.

Prospectus Summary
Operations, page 6
7.  You state that you were formed to contract with various recording
artists and then to contract those songs.  Please provide expanded
disclosure that explains your business model in greater detail, such as
the type of recording artists that you expect to contract with, the
types of television and film companies that you expect to sell the
songs to, the typical revenue and expenses that you incur in this
process and the reasons why you believe you will be able to attract
recording artists to your development stage company.

The following disclosure has been added.

We contract with artists of all musical genres who own
the publishing rights to their songs. We expect to sell
the songs to television companies that produce shows
for major television networks such as ABC, NBC, Fox,
HBO, Warner Bros., etc.,

Typical initial revenues per use in a production varies
from $500 to $5,000 or more depending on the potential
exposure and audience reach. Royalty revenues have the
same value range for the first public airing and are
reduced for each re-run, but continue for every public
airing forever.

We believe we will be able to attract recording artists
to our development stage company as artists want public
exposure for their original works and payment for that
exposure, which we offer the potential of providing at
no cost to the artist.  We have already attracted many
artists and continue receiving requests for song
consideration regularly.


Termination of the Offering, page 7
8.  You disclose that in your sole discretion, you may terminate the
primary offering before all of the common shares are sold.  Please
additionally disclose the circumstances under which you might terminate
the primary offering before all of the common shares are sold as well
as the effect on you of terminating the offering before all of the
common shares are sold.

The disclosure has been revised as follows:

The primary offering will commence on the effective date of this
prospectus.  The offering shall terminate on the earlier of (i)
the date when the sale of all 10,000,000 common shares is
completed or (ii) 180 days from the date of this prospectus.

Risk Factors, page 7
2.  We cannot offer any assurance as to our future financial results. .
.page 8
9.  The last sentence of this risk factor is unclear.  Please revise.

The last sentence has been revised for clarity as follows:

Even if we obtain future revenues sufficient to expand
operations, increased production or marketing expenses
could adversely affect our ability to operate in a
profitable manner.

10.  Our officers and directors have little experience in running a . .
. page 0
10.  Tell us what consideration you gave to disclosing that neither of
your two managing officers has experience operating a public company.
In addition, in the absence of any employees other than the two
officers, please tell us how the company proposes to create a system of
accounting controls and procedures and to maintain the accounting
records that it will use to record transactions that would be audited
by the independent accountant.  Disclose whether your officers have
experience with financial accounting and preparation of reports under
the Exchange Act.  It appears that a discussion of the competence or
lack of experience in this area is an appropriate subject for
disclosure in the risk factor section.

The following disclosure has been added.

Ms. Walker gained experience in bookkeeping and
accounting while an officer and director of a micro-
electronics distribution company from 2001 through
2006. In addition, Ms. Walker graduated with an MBA in
2010 where she learned about corporate financial
reports.   Neither of our two managing officers has
experience operating a public company or with financial
accounting and preparation of reports under the
Exchange Act.  As a result, Original Source will hire
outside contractors to assist in the creation of a
system of accounting controls and procedures and to
maintain the accounting records that we will use to
record transactions that would be audited by the
independent accountant.  Our success is contingent upon
the ability of our current officers and directors to
make appropriate business decisions in these areas and
to obtain the necessary outside assistance.

18.  We may be exposed to potential risks resulting from new
requirements. . . page 12
11.  We note that this risk factor header states that you may be
exposed to "potential risks" resulting from the requirements of Section
404 of the Sarbanes-Oxley Act of 292.  Please revise this risk factor
header to identify specifically the risks to you associated with
Section 404 of the Sarbanes-Oxley Act of 2022.

The risk factor has been revised to more clearly identify the
risk.

18.	We may be unsuccessful in implementing required
internal controls over financial reporting.

We are not currently required to comply with the SEC's
rules implementing Section 404 of the Sarbanes-Oxley
Act of 2002, and are therefore not required to make a
formal assessment of the effectiveness of our internal
control over financial reporting for that purpose.
Upon becoming a public company, we will be required to
comply with the SEC's rules implementing Section 302 of
the Sarbanes-Oxley Act of 2002, which will require our
management to certify financial and other information
in our quarterly and annual reports and provide an
annual management report on the effectiveness of our
internal control over financial reporting.  We will not
be required to make our first assessment of our
internal control over financial reporting until the
year following our first annual report required to be
filed with the SEC.  To comply with the requirements of
being a public company, we will need to create
information technology systems, implement financial and
management controls, reporting systems and procedures
and contract additional accounting, finance and legal
staff.

Any failure to develop or maintain effective controls,
or any difficulties encountered in our implementation
of our internal controls over financial reporting could
result in material misstatements that are not prevented
or detected on a timely basis, which could potentially
subject us to sanctions or investigations by the SEC or
other regulatory authorities.  Ineffective internal
controls could cause investors to lose confidence in
our reported financial information.



Description of Business, page 16
12.  You state that you are a development stage company, formed to
license songs to the television and movie industry.  Please provide a
significantly expanded description of your business that provides
potential shareholders with a detailed understanding of how your
business operates.  For example:

   -  Define the term "unsigned artists" and "source music niche" and
provide some examples;
   -  Explain what it means to be "in the process of signing several
hundred more songs" and describe the types of songs that you are in the
process of signing;
   -  Disclose the number of recording artists currently under contract
with you, describe the nature of the contracts and discuss your
methodology for finding and contracting with other recording artists;
   -  Explain who are your current customers as well as who are your
target customers and how you intend to reach such customer bases;
   -  Explain how customers use your website to search for songs and
the efforts you are undertaking to drive customers to your website; and
   -  Explain as briefly discussed under the heading "Use of Proceeds"
on page 21, your activities related to (a) advertising, (b) marketing
and promotion, and(c) sales team.

The disclosure has been expanded as follows:

We review hundreds of music tracks written, produced,
and performed by artists who have not already signed
away their rights to their original works, 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 contract with artists of all musical genres who own
the publishing rights to their songs. We expect to sell
the songs to television companies that produce shows
for major television networks such as ABC, NBC, Fox,
HBO, Warner Bros., etc.  We have signed contracts with
approximately 217 artist/composers.  The contracts give
the registrant non-exclusive licensing rights and
publishing rights in perpetuity.  The artists retain
writer's rights and are given exposure to television
and film through the registrant's catalog.

Artists are referred to Original Source through
advertisement, A&R companies, and referrals from
friends, Original Source signed artists, and other
music industry acquaintances.

Current Original Source customers include three major
television networks, one major production company and
one independent film maker. Our target customer
includes all other major and minor television networks,
production companies and film makers.  We intend to
reach such customer bases through marketing,
advertising, and direct sales calls.



Our website's main purpose is to provide customers with
immediate access to the Original Source catalog. To
prevent illegal art exploitation, customers must have a
login and password to access the Original Source
website. Customers are given access to the website only
after verification of their role in the professional
production industry.

We intend to:
   -  Advertise through the placement of advertisements
in film, television and music industry magazines and on
film, television and music industry websites.
   - Market and promote the catalog by sending out
regular e-mails and snail-mails highlighting particular
artists, songs, or genres of music, and send out
promotional products to promote branding and
   - Create a sales team through the hiring of
salespeople to research, contact and develop service
relationships with new customers.

Growth Strategy, page 17
13.  We note you intend to focus on the addition of "cues and
transitional music" for commercials and "television programming
transactions."  Please explain what are "cues and transitional music"
and "television programming transitions."  Please also describe in
detail your strategy for entering this market.

The disclosure has been expanded as follows:

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.  Cues and
transitional music is instrumental music that is played when
commercials segue into and out of a program.  Television
programming transitions are the programming that transitions one
show into another show or into or out of a commercial.  Management
is of the opinion that as Original Source becomes more established
in the source music niche, we will gain access to this market, at
which time our sales force will begin to target potential
customers such as news programs, weather programs, and advertising
agencies.

Revenue, page 18
14.  Please define the terms "ASCAP," "BMI," AND "SESAC."

The terms have been defined as follows:

   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, such as
American Society of Authors and Composers, the
Broadcast Music, Inc. or Society of European Stage
Authors & Composers.  These three performing rights


organizations represent songwriters and publishers in
the U.S. and their right to be compensated for having
their music performed in public.

Use of Proceeds, page 20
15.  To aid in the understanding of the information in this table,
please revise to show the four different gross proceeds amounts in four
separate columns, similar to your disclosure in the table under the
heading "Dilution" on page 21.

The table has been reformatted for clarity.

16.  Please provide additional details regarding Ms. Walker's agreement
to fund your marketing and promotion if you are unable to raise
sufficient funds.  For example, please stat if this is a written
agreement and describe the material terms of this agreement, such as
the amount of money Ms. Walker would provide you and the terms.  Please
also state whether this would be a loan or a gift and consider the need
to file this agreement as an exhibit to the registration statement.
Please see Item 601(b)(10) of Regulation S-K.

The disclosure has been revised as follows:

If we are unable to raise the funds needed, Ms. Walker,
an officer and director has verbally agreed to lend, on
an interest free basis, the necessary funds to move
forward with the marketing and promotion.  Any amounts
loaned will be repaid when revenues allow, if ever.

Management's Discussion and Analysis of Financial Condition and Results
of Operations, page 22

Going Concern, page 24
17.  You state that your auditors have issued an opinion on your
financial statements which includes a statement describing your going
concern status and indicating that you do not anticipate revenues will
significantly increase until you begin heavily marketing the product.
In an appropriate place in the prospectus, please state when you intend
to begin heavily marketing your product and how you intend to finance
such marketing activities.

The following disclosure has been added under the Growth Strategy
section and the Revenue section.

Growth Strategy additional language
-----------------------------------
Additionally, we intend to begin to heavily market our
catalog in June 2011 in preparation for the fall
television season utilizing the proceeds from this
offering or loans from Lecia Walker, an officer and
director.

Revenue section additional language
-----------------------------------
We do not anticipate that revenues will significantly
increase until we are able to heavily market our
catalog.  If we are unable to raise the funds needed,
Ms. Walker, an officer and director has verbally agreed
to lend the necessary funds to move forward with the
marketing and promotion.  These monies shall be
provided as her personal budget allows, considering
each marketing or promotional activity individually.
These loans shall be without interest and shall have no
specific repayment date.  Any amounts loaned will be
repaid when revenues allow, if ever.

Directors, Executive Officers, Promoters and Control Persons
Business Experience, page 25
18.  Please expand your disclosure to address on an individual basis
the part-time commitment of your two officers to Original Source
Entertainment and to disclose what each will be doing with the other
portion of her working time.  To the extent the other activities in
which each will engage, including any activities relating to Original
Source Music, Inc., are potentially in conflict with the business
activities that the company will conduct, those other activities should
be described.

The disclosure has been expanded.

19.  Please disclose the employment history for both Ms. Walker and Ms.
Atwood from 2005 to the present.  Refer to Item 401(e)(1) of Regulation
S-K.  In addition, please describe how Ms. Walker was "heavily
involved" in launching Private Wavs and describe what makes Private
Wavs a "successful music liability."

The employment history for each officer has been provided.

Additionally, the description of Ms. Walker's involvement in
launching Private Wavs has been revised for clarity.  The term
"successful" has been been deleted.

Involvement in Certain Legal Proceedings, page 27
20.  Please revise to provide disclosure regarding certain legal
proceedings that have occurred during the past ten years.  We note you
have provided the information with respect to the past five years.  In
this regard, please be advised of the recent adoption of SEC Release
No. 33-9089A Proxy Disclosure Enhancements, available on our website at
http://www.sec.gov/rules/final/2009/33-9089.pdf.

The disclosure has been expanded to proceedings that have occurred
during the past ten years.

Certain Relationships and Related Transactions, page 28
21.  Please briefly describe how 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 you entered into such an
agreement with an unrelated third-party.

The following disclosure has been added.

The license is for a period of ten (10) years for the entire list
of songs to the registrant in exchange solely for 3,000,000 common
shares of the registrant   Due to the fact that no cash
consideration was due under the License and Assignment Agreement,
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.


Exhibit 5 Legality Opinion
22.  The opinion states that it is not to be used, circulated, quoted
or otherwise referred to for any other purpose without your prior
written consent.  This language is not appropriate because investors
are entitled to rely on opinions filed as exhibits to the registration
statement.  Please provide a revised opinion that removes this
limitation on reliance.

The opinion has been revised.

23.  The opinion states that it is based on counsel's knowledge of the
law and facts "as of the date of the registration statement's
effectiveness."  As this registration statement has not yet been
declared effective, the meaning of this statement is unclear.  Please
provide a revised opinion that speaks as of the date of filing or that
otherwise addresses this statement.

The opinion has been revised.

24.  With respect to the shares being offered for resale by the selling
shareholders in the secondary offering, it is unclear why the opinion
"assumes" that the shares have been issued.  Further, the statement
that "the common shares will, when sold, be validly issued, fully paid
and nonassessable," does not appear to address the shares currently
outstanding.  Please provide a revised legality opinion clarifying, if
true, that the shares of common stock being offered for resale are
legally issued, fully paid and non-assessable.

The opinion has been revised.

Thank you for your time and consideration in this matter.  Please do
not hesitate to contact me if you have any questions regarding the
above.

Very truly yours,


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