10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: February 28, 2013

o    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 333-108690

OSL HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Nevada	98-0441032
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
60 Dutch Hill Road, Suite 15 Orangeburg, NY	10962
(Address of principal executive offices)	(Zip Code)

(845) 363-6776

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company filer. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o (Do not check if a smaller reporting company) Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of March 26, 2013: 78,282,950 shares of common stock, including a total of 625,500 shares issuable under contractual commitments.

OSL HOLDINGS INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

(FORMERLY RED ROCK PICTURES HOLDINGS, INC. AND SUBSIDIARIES)

FORM 10-Q

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Stockholders' Deficit	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
PART II -- OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5	Other Information	22
Item 6.	Exhibits	24
	SIGNATURES	26

 USE OF CERTAIN DEFINED TERMS

Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” “our Company,” or “the Company” are to the combined business of OSL Holdings Inc. and its consolidated subsidiaries.

In addition, unless the context otherwise requires and for the purposes of this report only:

●  “Commission” refers to the Securities and Exchange Commission;

●  “Crisnic” refers to Crisnic Fund, S.A., a Costa Rican corporation;

●  “Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

●  “OSL” refers to Office Supply Line, Inc., a Nevada corporation and a wholly-owned subsidiary of the Company;

●  “Red Rock” refers to the Company while named Red Rock Pictures Holdings, Inc.; and

●  “Securities Act” refers to the Securities Act of 1933, as amended.

CAUTIONARY STATEMENT RELATED TO FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes certain forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, relating to revenue, revenue composition, earnings, projected plans, performance, contract procurement, demand trends, future expense levels, trends in average headcount and gross margins, and the level of expected capital expenditures. Such forward-looking statements are based on the beliefs of, estimates made by, and information currently available to OSL Holdings Inc. management and are subject to certain risks, uncertainties and assumptions. Any statements contained herein (including without limitation statements to the effect that the Company or management "estimates," "expects," "anticipates," "plans," "believes," "projects," "continues," "may," "will," "could," or "would" or statements concerning "potential" or "opportunity" or variations thereof or comparable terminology or the negative thereof) that are not statements of historical fact should be construed as forward-looking statements. The actual results of OSL Holdings Inc. may vary materially from those expected or anticipated in these forward-looking statements. The realization of such forward-looking statements may be impacted by certain important unanticipated factors including those discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations." Because of these and other factors that may affect OSL Holdings Inc.’s operating results, past performance should not be considered as an indicator of future performance, and investors should not use historical results to anticipate results or trends in future periods. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers should carefully review the risk factors described in this and other documents that OSL Holdings Inc. files from time to time with the Securities and Exchange Commission ("SEC"), including subsequent Current Reports on Form 8-K, Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.

PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

OSL HOLDINGS INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED BALANCE SHEETS

	As of February 28, 2013			As of August 31, 2012
	(Unaudited)
Assets
Current assets:
Cash	$	710		$	202
Prepaid and other assets		2,000			2,000
Total current assets		2,710			2,202
Total assets	$	2,710		$	2,202
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued liabilities	$	706,220		$	659,001
Accrued officers compensation		610,000			270,000
Advances from related parties		39,227			14,727
Senior secured convertible note		129,050			135,300
Secured promissory note – in default		170,000			170,000
Convertible notes, net of discount		310,348			318,142
Promissory notes		26,978			26,000
Derivative liability		222,360			250,970
Total current liabilities		2,214,183			1,844,140
Stockholders’ deficit:
Common Stock, $.001 par value; 450,000,000 shares authorized; 77,651,361 and 86,694 shares issued and outstanding at February 28, 2013 and August 31, 2012, respectively		77,651			87
Additional paid-in capital		1,795,077			858,597
Common shares issuable (625,500 and 1,625 shares, respectively)		209,500			102,083
Deficit accumulated during the development stage		(4,293,701	)		(2,802,705	)
Total stockholders’ deficit		(2,211,473	)		(1,841,938	)
Total liabilities and stockholders’ deficit	$	2,710		$	2,202

See accompanying notes to the condensed consolidated financial statements.

4

OSL HOLDINGS INC. AND SUBSIDIARIES

 (A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended February28, 2013			Three Months Ended February 29, 2012
	(Unaudited)			(Unaudited)
Revenues	$	-		$	-
Operating expenses:
General and administrative expenses		979,900			238,955
Operating loss		(979,900	)		(238,955	)
Other:
Interest expense		(148,711)			(3,900)
Change in value of derivative liability		89,103			-
Costs of rescinded acquisition		-			(62,297)
Other expense, net		(59,608	)		(66,197)
Net loss	$	(1,039,508	)	$	(305,152)
Net loss per common share
Net loss per common share – basic and diluted	$	(0.03	)	$	(4.96)
Weighted average common shares outstanding – basic and diluted		35,742,376			61,559

See accompanying notes to the condensed consolidated financial statements.

5

OSL HOLDINGS INC. AND SUBSIDIARIES

 (A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Six Months Ended February28, 2013			Six Months Ended February29, 2012			September 15, 2010 (Inception) to February 28, 2013
	(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	-		$	-		$
Operating expenses:
General and administrative expenses		1,251,210			325,591			2,876,457
Impairment of website development costs		-						185,800
Operating loss		(1,251,210	)		(325,591	)		(3,062,257	)
Other:
Loss on debt modification		(43,066)						(43,066	)
Interest expense		(277,830)			(16,400)			(456,341	)
Debt issuance costs		(44,172)						(189,682	)
Change in value of derivative liability		125,282						132,822
Reverse merger costs		-			(647,880)			(647,880	)
Costs of rescinded acquisition		-			(62,297)			(27,297	)
Other expense, net		(239,786	)		(726,577)			(1,231,444	)
Net loss	$	(1,490,996	)	$	(1,052,168)		$	(4,293,701	)
Net loss per common share
Net loss per common share – basic and diluted	$	(0.08	)	$	(17.26)
Weighted average common shares outstanding – basic and diluted		17,825,009			60,959

See accompanying notes to the condensed consolidated financial statements.

OSL HOLDINGS INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

6

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

SIX MONTHS ENDED FEBRUARY 28, 2013

(UNAUDITED)

	Common Stock				Additional Paid in		Common Shares						Stockholders’
	Shares		Amount		Capital		Issuable			Deficit			Deficit
Balance, August 31, 2012		86,694	$	87	$	858,597	$	102,083		$	(2,802,705	)	$	(1,841,938	)
Rescission of common stock to be issued for employee compensation						2,083		(2,083	)					-
Common shares issued for services received		1,000		1		7,999								8,000
Common shares issued to officers per employment agreements		67,000,000		67,000		603,000								670,000
Common shares to be issued to private investors								109,500						109,500
Shares issued upon conversion of convertible notes		10,563,667		10,563		83,202		-			-			93,765
Fair value of beneficial conversion feature of convertible notes upon debt modification						240,196								240,196
Net loss		-		-		-		-			(1,490,996	)		(1,490,996	)
Balance, February 28, 2013 (Unaudited)		77,651,361	$	77,651	$	1,795,077	$	209,500		$	(4,293,701	)	$	(2,211,473	)

See accompanying notes to the condensed consolidated financial statements.

7

HOLDINGS INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six Months Ended February28, 2013			Six Months Ended February 29, 2012			September 16, 2010 (Inception) to February 28, 2013
	(Unaudited)			(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net loss:	$	(1,490,996	)	$	(1,052,168)		$	(4,293,701	)
Adjustments to reconcile net loss to cash used in operating activities:
Cost of reverse merger		-			647,880			647,880
Impairment of website development costs		-						185,800
Fair value of stock issued upon rescinded acquisition		-			-			20,000
Fair value of stock issued for services		8,000			-			248,000
Stock issued to officers for compensation and services		670,000			35,000			816,333
Debt issuance costs		44,172			-			189,682
Loss on modification of debt		43,066			-			43,066
Change in fair value of derivative liability		(125,282	)		-			(132,822	)
Amortization of note discount		252,624			-			322,434
Accrued interest		25,205			6,400			54,805
Non cash interest expense on note conversions		-			-			69,101
(Increase) decrease in:
Prepaid and other assets		-			12,500			10,500
Accrued compensation		340,000			140,000			830,000
Accounts payable and accrued liabilities		47,219			29,786			266,540
Net cash used in operating activities		(185,992	)		(180,602)			(722,382	)
Cash flows from financing activities:
Advances from related parties		24,500			(1,788	)		39,227
Payment of senior secured convertible note		-			(10,000	)		(70,000	)
Payment of promissory note		-			-			(3,000	)
Cash received on issuance of convertible promissory notes		52,500			70,000			453,000
Cash received on issuance of a promissory note		-			67,365			67,365
Cash received on shares to be issued		109,500			55,000			209,500
Cash received on issuance of common stock		-			-			27,000
Net cash provided by (used in) financing activities		186,500			180,577			723,092
Change in cash:
Net (decrease) increase		508			(25	)		710
Balance at beginning of period		202			1,147			-
Balance at end of period	$	710		$	1,122		$	710
Supplemental disclosures of cash flow information:
Cash paid for:
Income taxes	$	-		$	-		$	-
Interest	$	-		$	-		$	-
Non cash financing activities
Fair value of common shares issued upon conversion of senior secured promissory note	$	93,765		$	12,300		$	109,765
Fair value of common shares issued upon conversion of convertible notes	$	-		$			$	39,000
Accounts payable assumed on reverse acquisition	$	-		$	265,380		$	265,380
Acquisition of website for accounts payable	$	-		$	-		$	185,800
Promissory notes assumed on reverse acquisition	$	-		$	142,500		$	142,500
Issuance of note payable on reverse merger	$	-		$	240,000		$	240,000
Fair value of common shares issued upon conversion of accrued compensation	$	-		$	-		$	220,000
Fair value of beneficial conversion feature of convertible notes	$	240,196		$			$	323,528
Derivative liability recorded upon issuance of convertible notes	$	96,672		$	-		$	355.183

See accompanying notes to the condensed consolidated financial statements.

8

OSL HOLDINGS INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

THREE AND SIX MONTHS ENDED FEBRUARY 28, 2013 AND FEBRUARY 29, 2012 AND FROM INCEPTION (SEPTEMBER 16, 2010) TO FEBRUARY 28, 2013

Note 1- Organization, Nature of Business and Basis of Presentation

Organization and Nature of Business

OSL Holdings, Inc. (the “Company”) was incorporated under the name Red Rock Pictures, Inc. on August 18, 2006 under the laws of the State of Nevada and was engaged in the business of developing, financing, producing and licensing feature-length motion pictures and direct response infomercials. On June 6, 2008, the Company entered into a stock for stock exchange agreement with Studio Store Direct, Inc. (“SSD”). Pursuant to the stock for stock exchange agreement, the Company acquired 100% of the assets of SSD by issuing 11,000 restricted common shares in exchange for all the issued and outstanding shares of SSD. With the addition of SSD, the Company also operated as a traditional infomercial production and distribution company.

On October 10, 2011, the Company completed a share exchange (the “Share Exchange”) with Office Supply Line, Inc. (“OSL”), a company incorporated in the State of Nevada on September 16, 2010, whereby OSL exchanged all of the issued and outstanding shares of OSL in exchange for 50,000 shares of the Company’s common stock. As part of the Share Exchange, the Company entered into a Share Cancellation Agreement and Release (the "Share Cancellation Agreement") with Crisnic Fund S.A., a Costa Rican corporation (“Crisnic”), and OSL, pursuant to which Crisnic cancelled 14,130 shares of the Company in exchange for $10,000 cash and a Secured Promissory Note of OSL in the principal amount of $240,000 (the "Crisnic Note"). As security for the repayment of the Crisnic Note, the Company contracted to issue into escrow 650,001 shares of Series A Preferred Stock (the "Preferred Shares"), to have been released based on the escrow and default terms of the Crisnic Note. The Company recently discovered that the Preferred Shares were never issued. The Company had been informed by Crisnic and by the Company’s previous counsel that the Preferred Shares had been authorized, issued and held in escrow. Due to delays in raising financing, OSL was unable to meet the original repayment terms of the Crisnic Note. OSL has made intermittent payments and the current balance of $170,000 as of December 1, 2012 is currently due and payable. OSL is a wholly owned subsidiary of the Company. OSL is currently inactive with no assets. The Company and OSL received a written notice of default in accordance with the terms of the Crisnic Note on October 28, 2012.Examination of the Company’s Articles of Incorporation, as amended (the “Articles”), has revealed that the Articles do not authorize any shares of preferred stock.  Accordingly, the Company does not believe that it is legally able to issue the Preferred Shares required by the Share Cancellation Agreement and the Crisnic Note at this time. The Company also takes the position that it is not obligated to issue the Preferred Shares as the intended recipient is the entity that misrepresented the Company’s ability to issue such shares. On February 28, 2013 Crisnic informed the Company it had assigned the Crisnic Note in connection with a settlement. As of the date of this report, the Company has not heard anything further about the notice of default or assignment (see Note 6).

Immediately prior to the Share Exchange, the Company entered into an Asset Assignment Agreement (the "Asset Assignment Agreement") by and among Reno Rolle ("Rolle"), Todd Wiseman ("Wiseman"), former principals of the Company, and Red Rock Direct (an entity managed by Rolle and Wiseman), pursuant to which the Company assigned certain of its assets to Red Rock Direct in consideration of the cancelation of shares of the Company of Rolle (144 shares that had not yet been issued) and Wiseman (5,000  shares due under an employment agreement), pursuant to Share Cancellation Agreements and Releases entered into among each of Rolle (and Lynn Rolle, the wife of Rolle) and Wiseman, the Company and OSL; and the assumption of certain indebtedness of the Company by Red Rock Direct.

For financial statement reporting purposes, the Share Exchange was treated as a reverse acquisition, with OSL deemed the accounting acquirer and the Company deemed the legal acquirer. These financial statements reflect the historical activity of OSL, and the historical stockholders’ equity of OSL has been retroactively restated for the equivalent number of shares received in the Share Exchange after giving effect to the differences in par value offset to additional paid-in capital. In connection with the Share Exchange, OSL is deemed to have issued an additional 1,068 shares of common stock to its stockholders existing prior to the Share Exchange. Reverse merger costs of approximately $649,000 include net liabilities of $408,000 assumed upon the reverse merger and the $250,000 cost of the Share Cancellation Agreement.

On October 17, 2011, the Company changed its name to OSL Holdings Inc. and became a holding company for its operating subsidiaries.

On November 16, 2012, the Board of Directors of the Company unanimously adopted a resolution approving an amendment to the Company’s Articles of Incorporation to effect a one-for-one thousand reverse split of the Company’s outstanding shares of Common Stock.  As a result of the reverse stock split, every one thousand shares of the common stock of the Company were combined into one share of common stock, par value $0.001 (the “Common Stock”) and outstanding shares and per share data have been retroactively adjusted to effect the reverse split as if it occurred at the beginning of the earliest period presented.

9

On December 4, 2012,the Company amended its Articles of Incorporation to increase the number of authorized shares of Common Stock available for issuance from 120,000,000 to 450,000,000.

Note 2 – Going Concern

The Company's consolidated financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced losses from operations since inception, does not have significant sources of revenue and has working capital and stockholders’ deficiencies that raise substantial doubt as to its ability to continue as a going concern. The Company has less than $1,000 cash on hand which will is not sufficient to fund ongoing operations. The Company expects a burn rate of at least $125,000 per month and will need to raise at least $500,000 by the end of the third quarter of 2013 to remain in business, of which we can give no assurance of success. The Company has been notified that OSL is in default on the Crisnic Note. The Company and OSL have not received any recent communication on these issues.  As a result, the Company’s independent registered public accounting firm, in its report on the Company’s August 31, 2012 consolidated financial statements, raised substantial doubt about the Company’s ability to continue as a going concern.  The Company's existence is dependent upon management's ability to develop profitable operations and resolve its liquidity problems. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

The Company has no present agreements or commitments with respect to any material acquisitions of other businesses, products, product rights or technologies or any other material capital expenditures. However, it will continue to evaluate acquisitions of and/or investments in products, technologies, capital equipment or improvements or companies that complement its current or planned business and may make such acquisitions and/or investments in the future. The Company will require additional capital, either through debt or private placements, in order to execute its business plan to finance any such acquisitions and/or investments. Such additional financing may not become available on acceptable terms and there can be no assurance that any additional financing that the Company does obtain will be sufficient to meet its needs in the long term. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.

Note 3 – Summary of Significant Accounting Policies

Development Stage Company

The Company’s consolidated financial statements are presented as those of a development stage enterprise. Activities during the developmental stage primarily include equity based financing and further implementation of the Company’s business plan. The Company has not generated any revenues since inception.

Principles of Consolidation

The accompanying consolidated financial statements of the Company include the accounts of OSL Holdings, Inc. and its wholly owned subsidiaries, OSL, OSL Diversity Marketplace, Inc., OSL Rewards Corporation, Red Rock Pictures Inc. and Studio Store Direct Inc. Inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Examples include estimates and assumptions used in valuing derivative liabilities and the value of stock compensation. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with the requirements of ASC 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

10

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying value of the Company's cash, accounts payable and accrued liabilities, advances from stockholder, senior secured convertible debt, secured note payable and advances from related parties approximates fair value because of the short-term maturity of these instruments.

The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of February 28, 2013.

	Level 1		Level 2		Level 3		Total
Fair value of Derivative Liability	$	–	$	–	$	222,360	$	222,360

Vendor Concentration

As of February 28, 2013 and August 31, 2012, one vendor represented 30% and 32% of the accounts payable and accrued liabilities balance, respectively.

Income Taxes

The Company accounts for income taxes pursuant to ASC 740, Income Taxes. Deferred tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

Earnings or Loss per Share

The Company accounts for earnings per share pursuant to ASC 260, Earnings per Share, which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year. As of February 28, 2013 and August 31, 2012, the Company’s dilutive securities consisted of convertible notes that were convertible into 178,889,179 and 135,076,243 shares of common stock, respectively.  As there was a net loss for the period, basic and diluted loss per share is the same for the three and six months ended February 28, 2013 and February 29, 2012.

Weighted average number of shares outstanding has been retroactively restated for the effects of the reverse stock split, and to reflect the equivalent number of shares received by the accounting acquirer as a result of the reverse merger as if these shares had been outstanding as of the beginning of the earliest period presented. The 1,068 shares issued to the legal acquirer are included in the weighted average share calculation from October 10, 2011, the date of the exchange agreement.

Stock-Based Compensation

The Company periodically issues stock options and warrants to officers, directors and consultants for services rendered. Options vest and expire according to terms established at the grant date.  The Company accounts for share-based payments to officers and directors by measuring the cost of services received in exchange for equity awards based on the grant date fair value of the awards, with the cost recognized as compensation expense in the Company’s financial statements over the vesting period of the awards.  The Company accounts for share-based payments to consultants by determining the value of the stock compensation based upon the measurement date at either (a) the date at which a performance commitment is reached or (b) at the date at which the necessary performance to earn the equity instruments is complete.

11

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Black Scholes Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standard Board (FASB) issued Accounting Standards Update (ASU) No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.” This ASU requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. ASU No. 2011-11 will be applied retrospectively and is effective for annual and interim reporting periods beginning on or after January 1, 2013. The Company does not expect adoption of this standard to have a material impact on its consolidated financial statement disclosures.

In July 2012, the FASB issued ASU No. 2012-02, Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment (ASU 2012-02), allowing entities the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. If the qualitative assessment indicates it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is less than its carrying amount, the quantitative impairment test is required. Otherwise, no testing is required. ASU 2012-02 is effective for the Company in the period beginning January 1, 2013. The Company does not expect the adoption of this update to have a material effect on the consolidated financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the Securities Exchange Commission (the “SEC”) did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

Note 4 – Advances from Related Parties

The Company has received funding from certain related parties to help fund the operating needs of the Company. The balance outstanding as of February 28, 2013 and August 31, 2012 was $39,227 and $14,727, respectively. The loans are non-interest bearing, unsecured and due on demand.

Note 5 – Senior Secured Convertible Note

The Company assumed a $100,000 senior secured convertible note due (the “Senior Note”) to The Exchange LLC (the “Exchange LLC”), an unrelated company, upon the consummation of the reverse merger. On October 12, 2011, the Company and Exchange LLC entered into Amendment No. 1 (the “Amendment”) to the Senior Note. Pursuant to the Amendment, the maturity date of the Senior Note was extended to October 5, 2012 and the conversion price of the Senior Note was set at $0.001.  Any conversion of debt owed to Exchange LLC under the Senior Note must be approved by the Board of Directors of the Company and in the event that the Board of Directors does not approve such conversion request, the corresponding principal amount shall be due. The Company entered into Amendment No. 2 (“Amendment 2”) to the Senior Note on December 12, 2012, pursuant to which the maturity date of the Senior Note was extended to October 5, 2013 and that the parties agreed that the conversion of the Senior Note shall not be affected by any reverse split of the Company’s Common Stock. There is no material relationship between the Company or its affiliates and Exchange LLC.

As of August 31, 2012 the total remaining balance outstanding due to Exchange LLC under the Senior Note was $135,300, including accrued interest of $51,300.  During the six months ended February 28, 2013, the Company issued a total of 10,250,000 shares of Common Stock at an average conversion price of $0.001 or $10,250 as partial repayment of the Senior Note. As of February 28, 2013, the total remaining balance outstanding due to Exchange LLC under the Senior Note was $129,050, including accrued interest of $57,300.

Note 6 – Secured Promissory Note, In Default

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As part of the Share Exchange, the Company entered into the Share Cancellation Agreement with Crisnic and OSL. Pursuant to the Share Cancellation Agreement, Crisnic agreed to cancel 14,130 shares in exchange for $10,000 and the Crisnic Note in the principal amount of $240,000. Under the terms of the Crisnic Note, OSL was required to pay Crisnic $50,000 on November 8, 2011, then $25,000 every subsequent week until December 27, 2011, and one final payment of $15,000 on January 3, 2012. The Crisnic Note is non-interest bearing.  Due to delays in raising financing, the Company was unable to meet the original repayment terms of the Crisnic Note. The Company has made intermittent payments and the balance due as of February 28, 2013 and August 31, 2012 was $170,000 which is currently due and payable.

As security for the Crisnic Note, the Company contracted to issue into escrow 650,001 Preferred Shares, to be released either to the Company upon full satisfaction of the Crisnic Note or to Crisnic on the escrow and default terms of the Crisnic Note. The Company recently discovered that the Preferred Shares were never issued. The Company had been informed by Crisnic and by the Company’s previous counsel that the Preferred Shares had been authorized, issued and held in escrow. The Company and OSL received a written notice of default in accordance with the terms of the Crisnic Note on October 28, 2012. Examination of the Articles has revealed that the Articles do not authorize any shares of preferred stock.  Accordingly, the Company does not believe that it is legally able to issue the Preferred Shares required by the Share Cancellation Agreement and the Crisnic Note at this time. The Company also takes the position that it is not obligated to issue the Preferred Shares as the intended recipient is the entity that misrepresented the Company’s ability to issue such shares. On February 28, 2013 Crisnic informed the Company it had assigned the Crisnic Note in connection with a settlement. As of the date of this report, the Company has not heard anything further about the notice of default or assignment.

Note 7 – Convertible Notes

Convertible notes payable consist of the following as of February 28, 2013 and August 31, 2012:

	February 28, 2013			August 31, 2012
Convertible notes payable, interest at 8% per annum (A)	$	133,332		$	116,600
Convertible notes payable, interest at 10% per annum (B)		300,544			260,600
Convertible notes payable, interest at 8% per annum (C)		-			67,465
Convertible notes payable		433,876			444,665
Less: note discount		(123,528	)		(126,523	)
Convertible notes payable, net of discount	$	310,348		$	318,142

(A) Asher Enterprises

During the period November 15, 2011 to February 28, 2013, the Company issued four unsecured convertible notes (the “Asher Notes”) to Asher Enterprises (“Asher”) in the aggregate amount of $135,500. The Asher Notes are due after one year and bear interest at 8% per annum where interest accrues and is payable in cash upon maturity provided that the elected conversion to common shares does not occur. Any amount of principal or interest on these Asher Notes which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date until the past due amount is paid.  At any time or times after 180 days from the date of the Asher Notes and until the maturity dates, Asher is entitled to convert any portion of the outstanding and unpaid amount into fully paid and non-assessable shares of Common Stock.  The conversion price will be based on a 49% discount to the average of the three lowest closing bid prices for the Company's Common Stock during the ten trading days immediately preceding a conversion date.

Each of the Asher Notes includes an anti-dilution provision that allows for the automatic reset of the conversion or exercise price upon any future sale of common stock instruments at or below the current exercise price.  The Company considered the current FASB guidance of “Determining Whether an Instrument Indexed to an Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability or whether or not within the issuers’ control, means the instrument is not indexed to the issuers own stock.  Accordingly, the Company determined that the conversion price of the Asher Notes is not a fixed amount because they are subject to fluctuation based on the occurrence of future offerings or events.  As a result, the Company determined that the conversion features are not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as derivative liabilities upon issuance.

During the year ending August 31, 2012, $113,000 of the Asher Notes was issued. The Company determined the initial fair value of the embedded conversion feature of the Asher Notes issued during the year ended August 31, 2012 to be $251,241. This amount was determined by management using a weighted-average Black-Scholes Merton option pricing model. In accordance with current accounting guidelines, the excess of $138,741 of derivative liability created over the face amount of the Asher Notes was considered to be a debt issuance cost during the year ended August 31, 2012. As such the Company recorded an $113,000 valuation discount upon issuance.  During the year ended August 31, 2012, the Company amortized $34,338 of the discount and as of August 31, 2012, the remaining discount of $78,662 is offset against the balance of the notes for financial statement presentation.  During the period ended February 28, 2013 the Company further amortized $52,872 of the discount and as of February 28, 2013, the remaining discount of $27,590 is offset against the balance of the notes for financial statement presentation.

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During the six months ended February 28, 2013, $22,500 of the Asher notes was issued. The Company determined the initial fair value of the embedded conversion feature of the Asher Notes issued during the period ending February 28, 2013 to be $41,431. This amount was determined by management using a weighted-average Black-Scholes Merton option pricing model. In accordance with current accounting guidelines, the excess of $18,931 of derivative liability created over the face amount of the Asher Notes was considered to be a debt issuance cost during the period ended February 28, 2013.  As such, the Company recorded a $22,500 valuation discount upon issuance.  During the period ended February 28, 2013 the Company amortized $6,966 of the discount and as of February 28, 2013, the remaining discount of $15,534 is offset against the balance of the notes for financial statement presentation.

During the six months ended February 28, 2013, the Company issued a total of 30,484 shares of Common Stock at an average conversion price of $0.36 or $10,847 as partial repayment of the Convertible Notes. As of February 28, 2013, the total remaining balance outstanding to Asher was $133,332, including accrued interest of $8,679.

On March 21, 2013, the Company entered into that certain Assignment, Termination and Release Agreement (the “Assignment Agreement”) by and among the Company; Asher; Samuel Kotch (“S. Kotch”) and Benjamin Kotch (“B. Kotch”) (S. Kotch and B. Kotch each an “Assignee” and collectively the “Assignees”), each the son of Eric Kotch, the Chief Financial Officer, Secretary, Treasurer and a director of the Company, pursuant to which i) Asher assigned its rights to the Asher Notes, issued pursuant to those certain corresponding securities purchase agreements (the “SPAs”); ii) the Company and Asher agreed to terminate their obligations to one another under the Asher Notes and the SPAs; and iii) the Company and Asher provided one another with complete releases of all claims, in consideration of a payment by the Assignees of $125,500 to Asher.  The Company and the Assignees also entered into that certain Consent to Assignment dated March 21, 2103, whereby the Company consented to the waiver of the requirement under the SPAs that any assignee of the Asher Notes be an accredited investor.

On April 11, 2013, the Assignees each converted a total of $42,260 of Asher Notes in exchange for an issuance of 4,017,110 shares of the Company’s common stock, representing conversion of a total of $84,520 of Asher Notes and the issuance of a total of 8,034,220 shares of the Company’s common stock.

(B) Panache Capital, LLC

During the period March 5, 2012 to April 26, 2012, the Company issued four convertible promissory notes (the "March Panache Notes") to Panache Capital, LLC (the "Panache") for an aggregate amount of $250,000, with 10% annum interest. The Panache Notes are each due after the one year anniversary thereof. All past-due principal of the March Panache Notes bears interest at 15%. There is a 25% prepayment fee. Panache has the right to convert the March Panache Notes, in their entirety or in part, into Common Stock of the Company. The conversion price is based on a 25% discount to the average of the three lowest closing bid prices for the Company's Common Stock during the ten trading days immediately preceding a conversion date. The Company determined the initial fair value of the beneficial conversion feature was $83,333 and was recorded by the Company as a loan discount, which is being amortized as interest expense over the life of the notes.  As of August 31, 2012, the unamortized balance of the March Panache Notes discount was $47,861.

On September 21, 2012, the Company entered into an amendment agreement (the “Panache Amendment”) with Panache which amends the March Panache Notes. Pursuant to the Panache Amendment, the Company had the option, for 90 days after September 21, 2012 (the “Outside Date”), to redeem the March Panache Notes for 100% of their outstanding principal and interest, which it opted not to do. Additionally, Panache was not able, until the Outside Date and absent an event of default, to convert any of the March Panache Notes into Company Common Stock. Each of the March Panache Notes were further amended to permit Panache to convert the March Panache Notes at a price not to fall below a 49% discount to the average of the three lowest closing bid prices for the Company Common Stock during the ten trading days immediately preceding a conversion date. The Company analyzed the current accounting guidance and determined that the modifications constituted a substantial modification of debt terms, and thus, has considered the old loan to be extinguished and a new loan to be incurred. As such, the balance of the valuation discount of $40,267 on September 21, 2012, before modification, was written off and recorded as loss on the modification of debt.

The Company determined, based on the change in the conversion price discussed above, that the fair value of the beneficial conversion feature after modification was approximately $240,196 which was recorded by the Company as a loan discount and being amortized as interest expense over the life of the March Panache Notes. During the period ended February 28, 2013 the Company amortized $174,984 of the discount and as of February 28, 2013, the remaining unamortized discount of $65,212 is offset against the balance of the notes for financial statement presentation.

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On September 21, 2012, the Company issued a convertible promissory note (the "September Panache Note" and together with the March Panache Notes, the “Panache Notes”) to Panache in the principal amount of $30,000, with 10% annum interest. The September Panache Note is due after the one year anniversary thereof. All past-due principal of the September Panache Note bears interest at 15%. There is a 25% prepayment fee. Panache has the right to convert the September Panache Note, in its entirety or in part, into Common Stock of the Company. The original conversion price was based on a 49% discount to the average of the three lowest closing bid prices for the Company's common stock during the ten trading days immediately preceding a conversion date.

The September Panache Note includes an anti-dilution provision that allows for the automatic reset of the conversion or exercise price upon any future sale of Common Stock instruments at or below the current exercise price. The Company considered the current FASB guidance of “Determining Whether an Instrument Indexed to an Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability or whether or not within the issuers’ control, means the instrument is not indexed to the issuers own stock. Accordingly, the Company determined that the conversion price of the September Panache Note is not a fixed amount because it is subject to fluctuation based on the occurrence of future offerings or events. As a result, the Company determined that the conversion features are not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as derivative liabilities upon issuance.

The Company determined the initial fair value of the embedded conversion feature of the September Panache Note to be $55,241. This amount was determined by management using a weighted-average Black-Scholes Merton option pricing model. In accordance with current accounting guidelines, the excess of $25,241 in derivative liability created over the face amount of the September Panache Note was considered to be a debt issuance cost during the six months ended February 28, 2013. As such, the Company recorded a $30,000 valuation discount upon issuance.  During the period February 28, 2013, the Company amortized $13,008 of the discount and as of February 28, 2013, the total remaining unamortized discount of $16,992 was offset against the balance of the September Panache Note for financial statement presentation purposes.

During the six months ended February 28, 2013, the Company issued a total of 4,018 shares of Common Stock at an average conversion price of $1.00 or $4,018 in partial repayment of the Panache Notes. As of February 28, 2013, the total remaining balance outstanding to Panache under the Panache Notes was $300,544, including accrued interest of $24,562.

(C) Continental Equities, LLC

On February 20, 2012, the Company issued an unsecured promissory note (the “Profectus Note”) to Profectus, LLC (“Profectus”) in the principal amount of $67,365. The Profectus Note is due on demand and bears interest at 8% per annum where interest accrues. On August 13, 2012, Profectus transferred and assigned the Profectus Note to Continental Equities, LLC (“Continental”). Pursuant to the terms of such transfer and assignment, the Company canceled the Profectus Note and issued a new convertible promissory note (the “Continental Note”) to Continental in the principal amount of $67,000,with a maturity date of June 30, 2013. The interest rate of the Continental Note is 8% per annum through the maturity date. The Continental Note is convertible into shares of the Company’s Common Stock commencing on a date that is 30 days after the issue date of the Continental Note, at a price equal to the average of the lowest two intraday trading prices for the Common Stock during the five trading day period ending one trading day prior to the date the conversion notice is sent by Continental to the Company. The Continental Note is subject to customary anti-dilution and default provisions. In the event the Company defaults in the payment of the Continental Note, the interest rate shall be increased to 18% per annum.

During the six months ended February 28, 2013, the Company issued a total of 279,196 shares of Common Stock at an average conversion price of $0.25 or $68,650 as full repayment of the Continental Note. As of February28, 2013, the balance outstanding to Continental has been repaid.

Note 8 – Promissory Notes

On August 8, 2011, the Company issued an unsecured promissory note (the “Investor Note”) in the principal amount of $24,000 to a private investor.  The Investor Note is due on demand, bears interest at 8% per annum where interest accrues and is payable in cash upon demand.  

As of February 28, 2013, the total remaining balance outstanding under the Investor Note is $26,978, including accrued interest of $2,978.

Note 9 – Derivative Liability

In June 2008, the FASB issued authoritative guidance on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock. Under the authoritative guidance, effective January 1, 2009, instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The conversion feature of certain of the Company’s Asher Notes and September Panache Note (described in Note 7), does not have a fixed settlement provision because conversion of the Asher Notes and the September Panache Notes will be lowered if the Company issues securities at lower prices in the future. The Company was required to include the reset provisions in order to protect the holders of the Asher Notes and the September Panache Note from the potential dilution associated with future financings.  In accordance with the FASB authoritative guidance, the conversion feature of the Asher Notes and the September Panache Note was separated from the host contract and recognized as a derivative instrument. The conversion feature of the Asher Notes and the September Panache Note has been characterized as a derivative liability to be re-measured at the end of every reporting period with the change in value reported in the statement of operations.

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At the date of issuance and as of February 28, 2013 and August 31, 2012, the derivative liabilities were valued using a probability weighted average Black-Scholes pricing model with the following assumptions:

	At February 28, 2013			At Date of Issuance			At August 31, 2012
Conversion feature :
Risk-free interest rate		0.25	%		0.25	%		0.25	%
Expected volatility		164	%		215	%		215	%
Expected life (in years)		.1			1			.67
Expected dividend yield		0	%		0	%		0	%
Fair Value :
Conversion feature	$	222,360		$	96,672		$	250,970

The risk-free interest rate was based on rates established by the Federal Reserve Bank. The expected volatility was based on the Company’s historical volatility for its common stock.The expected life of the conversion feature of the Asher Notes and the September Panache Note was based on the terms thereof. The expected dividend yield was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future.

The fair value of derivative liabilities arising upon the issuance of convertible notes during the period ended February 28, 2013 was $96,672, of which $52,500 was recorded as a note discount, and $44,172 was recorded as a debt issuance cost.  The Company determined the fair value of the derivative liabilities to be $222,360 as of February 28, 2013, and the Company recorded a gain for the change in fair value of derivative liabilities of $89,103 and $125,282 in the accompanying statement of operations for the three and six months ended February 28, 2013, respectively.

Note 10 – Capital Stock

Preferred Stock

As security for the Crisnic Note (see Note 6) due to an uncured event of default, the Company contracted to issue 650,001 Preferred Shares. Each Preferred Share would, among other things as provided in the Certificate of Designations relating to the Series A Preferred Stock: (i) carry voting rights 100 times of the Company’s common stock, (ii) carry no dividends, (iii) carry liquidation preference two times the sum available for distribution to common stock holders, (iv) automatically convert after at such time as the Company has filed a certificate of amendment with the State of Nevada to increase the authorized shares of common stock of the Company to a minimum of 500,000,000 into 100 shares of common stock, and (v) not be subject to reverse stock splits and other changes to the common stock capital of the Company. The Company recently discovered that the Preferred Shares were never issued. The Company had been informed by Crisnic and by the Company’s previous counsel that the Preferred Shares had been authorized, issued and held in escrow. Examination of the Company’s Articles has revealed that the Articles of Incorporation do not authorize any shares of preferred stock. Accordingly, the Company does not believe that it is legally able to issue the Preferred Shares required by the Share Cancellation Agreement and the Crisnic Note at this time. The Company also takes the position that it is not obligated to issue the Preferred Shares as the intended recipient is the entity that misrepresented the Company’s ability to issue such shares. On February 28, 2013 Crisnic informed the Company it had assigned the Crisnic Note in connection with a settlement. As of the date of this report, the Company has not heard anything further about the notice of default or assignment.

Common Stock

Common Stock Issued for Partial Repayment of Secured Convertible Notes

During the six months ended February 28, 2013, the Company issued a total of 10,563,667 shares of Common Stock at an average conversion price of $0.01 or $93,765 in the aggregate, as partial repayment of outstanding indebtedness, as discussed in Notes 5 and 7 above.

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Common Stock Issued for Officer Compensation and Services

During the six months ended February 28, 2013, the Company issued a total of 67,000,000 shares of Common Stock to its officers and employees.  The shares were valued at the market price on the respective date of issuance, which averaged $0.01 per share, or $670,000.  The 67,000,000 shares of Common Stock were issued as stipulated in executive employment agreements dated January 2, 2013.

General and administrative costs include $210,000 and $360,000 due and payable under employee agreements with our officers for the three and six month periods ended February 28, 2013.  As of February 28, 2013, $610,000 was accrued and payable to these Officers.   General and administrative costs include $131,000 and $161,000 due and payable under the employee agreements with our Officers for the three and six month periods ended February 29, 2012.  As of August 31, 2012, $270,000 was accrued and payable to these Officers.

Effective January 10, 2013, our Board of Directors approved employment agreements with four of our executive officers and key employees.  These are as follows:

Eric Kotch – Under his new employment agreement, our CFO, Eric Kotch, will receive a monthly cash salary of $15,000. In addition, Mr. Kotch will be issued 100,000 shares of common stock per month.  As additional compensation under the agreement, Mr. Kotch was also issued 21,000,000 shares of common stock on or about January 10, 2013.  At any time during his employ, Mr. Kotch may convert any amounts owed to him under the agreement into shares of common stock at conversion price which is a 70% discount from the average closing price of our common stock during the five trading days preceding the conversion.  If Mr. Kotch is terminated without cause, he will be entitled to 24 months’ salary and six months of medical benefits as a severance.  As part of the agreement, Mr. Kotch agreed to a one year national non-competition covenant.

Eli Feder – Under his new employment agreement, our CEO, Eli Feder, will receive a monthly cash salary of $15,000. In addition, Mr. Feder will be issued 100,000 shares of common stock per month.  As additional compensation under the agreement, Mr. Feder was also issued 21,000,000 shares of common stock on or about January 10, 2013.  At any time during his employ, Mr. Feder may convert any amounts owed to him under the agreement into shares of common stock at conversion price which is a 70% discount from the average closing price of our common stock during the five trading days preceding the conversion.  If Mr. Feder is terminated without cause, he will be entitled to 24 months’ salary and six months of medical benefits as a severance.  As part of the agreement, Mr. Feder agreed to a one year national non-competition covenant.

Steven Gormley – Under his new employment agreement, the President of our planned Data Division, Steven Gormley, will receive a monthly cash salary of $20,000.  As additional compensation under the agreement, Mr. Gormley was also issued 10,000,000 shares of common stock on or about January 10, 2013.  These shares were issued in five stock certificates of 2,000,000 shares each, and will be distributed to Mr. Gormley at a rate of 2,000,000 shares per month commencing February 1, 2013. At any time during his employ, Mr. Gormley may convert any amounts owed to him under the agreement into shares of common stock at conversion price which is a 70% discount from the average closing price of our common stock during the five trading days preceding the conversion.  If Mr. Gormley is terminated without cause, he will be entitled to 12 months’ salary and six months of medical benefits as a severance.  As part of the agreement, Mr. Gormley agreed to a one year national non-competition covenant.

Bob Rothenberg – Under his new employment agreement, our President, Bob Rothenberg, will receive a monthly cash salary of $20,000.  As additional compensation under the agreement, Mr. Rothenberg was also issued 15,000,000 shares of common stock on or about January 10, 2013.  Of these shares, 7,500,000 were delivered to Mr. Rothenberg immediately.  The remaining 7,500,000 shares were issued in six stock certificates of 1,500,000 shares each, and will be distributed to Mr. Rothenberg at a rate of 1,500,000 shares per month commencing February 1, 2013. At any time during his employ, Mr. Rothenberg may convert any amounts owed to him under the agreement into shares of common stock at conversion price which is a 70% discount from the average closing price of our common stock during the five trading days preceding the conversion.  If Mr. Rothenberg is terminated without cause, he will be entitled to 12 months’ salary and six months of medical benefits as a severance.  As part of the agreement, Mr. Rothenberg agreed to a one year national non-competition covenant.

Common Stock Issued for Outside Services

During the six months ended February 28, 2013, the Company issued a total of 1,000 shares of Common Stock for payment of investor relations services of $8,000.  The shares were valued at the invoiced amount of $8,000, which represented the fair value of services provided.

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Common Stock Issuable

On December 15, 2012, the Company entered into a private agreement to sell 425,000 shares of the Company’s Common Stock at $0.20 per share, or $85,000.   The Company had not issued the shares as of February 28, 2013.  The amount is classified as Common Stock issuable in the Balance Sheet at February 28, 2013.

On February 1, 2013, the Company entered into a private agreement to sell 200,000 shares of the Company’s Common Stock at $0.12 per share, or $24,500.   The Company had not issued the shares as of February 28, 2013.  The amount is classified as Common Stock issuable in the Balance Sheet at February 28, 2013.

Note 11 – Subsequent Events

On February 13, 2013, the Company entered into a Marketing Agreement (the “OF Agreement”) with Outfest (“OF”) pursuant to which, through OF’s Outfest Los Angeles, the Company agrees to provide with access to a rewards program and for which, for an initial term of one (1) year, in exchange for exclusive endorsement by )OF and exclusive third party marketing rights to OF’s members, the Company will provide OF with 4% of the fees received from OF members’ participation in the Company’s rewards program.

On March 6, 2013, the Company entered into a Marketing Agreement (the “OGL Agreement”) with One Good Love, Inc. (“OGL”) pursuant to which the Company agrees to provide OGL with access to a rewards program and for which, for an initial term of one (1) year, in exchange for exclusive endorsement by OGL and exclusive third party marketing rights to OGL’s members, the Company will provide OGL with 4% of the fees received from OGL members’ participation in the Company’s rewards program.

On March 7, 2013, the Company issued an aggregate of 6,089 shares of its Common Stock at the conversion price of $0.051, or $313 as partial repayment of outstanding indebtedness due to Asher under the Asher Notes (See Note 7).

On March 21, 2013, the Company entered into that certain Assignment, Termination and Release Agreement (the “Assignment Agreement”) by and among the Company; Asher Enterprises, Inc. (“Asher”); Samuel Kotch (“S. Kotch”) and Benjamin Kotch (“B. Kotch”) (S. Kotch and B. Kotch each an “Assignee” and collectively the “Assignees”), each the son of Eric Kotch, the Chief Financial Officer, Secretary, Treasurer and a director of the Company, pursuant to which i) Asher assigned its rights to the Asher Notes, issued pursuant to those certain corresponding securities purchase agreements (the “SPAs”); ii) the Company and Asher agreed to terminate their obligations to one another under the Asher Notes and the SPAs; and iii) the Company and Asher provided one another with complete releases of all claims, in consideration of a payment by the Assignees of $125,500 to Asher.  The Company and the Assignees also entered into that certain Consent to Assignment dated March 21, 2013, whereby the Company consented to the waiver of the requirement under the SPAs that any assignee of the Asher Notes be an accredited investor (See Note 7).

On April 1, 2013 (the “Effective Date”), Eli Feder notified the Company of his resignation as of the Effective Date from the office of Chief Executive Officer of the Company. Mr. Feder will retain his position as a director of the Company.

On April 9, 2013, the Company entered into a Marketing Agreement (the “PR Agreement”) with LA Pride (“PR”) pursuant to which, through PR’s LA Festival (“LA Pride”), the Company agrees to provide with access to a rewards program and for which, for an initial term of one (1) year, in exchange for exclusive endorsement by PR and exclusive third party marketing rights to PR’s members, the Company will provide PR with 4% of the fees received from PR members’ participation in the Company’s rewards program. A minimum of $30,000 is guaranteed to be generated within 90 days of June 9, 2013, (the last day of the PR’s event) and paid by Monday, September 9, 2013 (the 92nd day).

On April 10, 2013, the Company issued 384,616 shares of its common stock to its legal counsel, Richardson & Patel, LLP, in exchange for services rendered, pursuant to a Registration Statement on Form S-8 filed with the Commission on April 10, 2013.

On April 11, 2013, the Assignees each converted a total of $42,260 of Asher Notes in exchange for an issuance of 4,017,110, representing conversion of a total of $84,520 of Asher Notes and an issuance of 8,034,220 shares of the Company’s common stock (See Note 7).

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Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

OSL Holdings Inc. intends to develop or acquire business units with the purpose of collecting and transmitting real-time consumer and business sales data that facilitates the ability to sell data, manage electronic marketplaces, operate real-time loyalty rewards and transact with buyers in multiple channels.  We plan to sell data to manufactures for designated markets, such as urban retail, convenience and/or liquor stores.  We plan to facilitate developing electronic marketplaces with real time buy-side and sell side capabilities for multiple private & public markets.  We plan to operate a real-time loyalty rewards platform that can facilitate the earning and redemption of our currency at the point of the transaction (online, mobile, at retail) as well as on future transactions.  The Company plans on leveraging these business units to connect buyers, sellers as well as channels that will clearly differentiate itself from the competitive landscape so that each venture can scale revenues and their respective offerings to their specific market(s) or across markets.   When the Company has sufficient financial resources, it plans on bringing onboard additional management talent with broad experience in technology, distribution, interactive and affinity marketing as well as the diversity markets to further our corporate strategy of entering our other lines of business.   

An initial focus has been on building the foundations for the business units as well as focused on finalizing the development of our rewards technology platform during the first quarter of calendar 2013 that will initially leverage current and developing business relationships within the diversity and affinity marketplaces that have substantial membership bases.  The intent of the rewards program is to design, develop, operate and market a loyalty program that is based on “reward currency” and is available for its members to earn and redeem in online ecommerce sites, brick and mortar retail stores, mobile and through other service providers. The offering is a combination of the loyalty program and the technology platform and marketplace.  The benefits of the offering include a platform that can enable millions of members of the “loyalty program” to earn and redeem “reward currency” regardless of the payment method used when making a purchase (i.e. Visa, Amex, MasterCard, or cash) and to redeem the points both in retail stores, or when shopping online regardless of the payment method used to gain discounts on purchases. The program will allow retail merchants and online ecommerce site operators with a package of products and services for better business efficiency and for boosting sales and profitability.

Collectively these business units will create a transactional network that brings together brands, distributors, wholesalers, retailers (both online commerce and brick and mortar stores) and consumer’s audiences to accelerate commerce and value.  The goal is to take advantage of these cross platform (the ability to purchase products online, through mobile device, or at retail stores), cross channel (the different channels that purchases occur in such as business to business (“B2C”), business to consumer (“B2B”), and public sector such as govt.) and cross vertical (the motivation behind the purchase such as a diversity purchase, purchase to benefit a non-profit, or sustainability purchase of green products) commerce companies to enhance the overall offering of each.  

Results of Operations

Comparison of the Three Months Ended February 28, 2013 and February 29, 2012

Revenue

The Company had no revenues for the three months ended February 28, 2013 and February 29, 2012, respectively.

General and Administrative

General and administrative expenses were $979,900 and $238,955 for the three months ended February 28, 2013 and February 29, 2012, respectively.  The increase in expenses was related to $670,000 of non-cash stock based compensation expense related to common shares issued to Company executives as part of their employment agreements entered into in January 2013.  The remaining increase in expenses of $70,945 consisted primarily of professional service expenses and compensation expense.

Interest Expense

Interest expense was $148,711 and $3,900 for the three months ended February 28, 2013 and February 29, 2012, respectively.  The increase in expenses was related to amortization of note discounts amounting to $136,694 as discussed in Note 7 of the attached consolidated financial statements. Additionally, the Company recorded an expense of $12,017 and $3,900 for the three months ended February 28, 2013 and February 29, 2012, respectively, which reflects accrued interest on existing debt.

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Loss on Acquisition

On April 5, 2012, the Company announced that it was unable to complete a two year audit and was therefore actively seeking to divest its ownership in CDS.  During the three months ended February 29, 2012, the Company incurred approximately $62,297 in expenses related to the acquisition of which $35,000 related to non-cash stock based compensation expense.  No similar expense existed in the current year.

Change in derivative liability

Change in derivative liability was $89,103 for the three months ended February 28, 2013. This change in derivative liability is a non-cash benefit reported on the statements of operations.  There was no such cost during the three months ended February 29, 2012.

Net Loss

Our net loss for the three months ended February 28, 2013 was $1,039,508.  By comparison, we had net loss of $305,152 for the three months ended February 29, 2012.  Our net loss was attributable to our lack of revenue together with the general and administrative expenses and interest expense incurred during the quarter, as discussed above.  We expect to continue to incur net losses until such time as we can begin generating regular revenue from operations.

Comparison of the Six Months Ended February 28, 2013 and February 29, 2012

Revenue

The Company had no revenues for the six months ended February 28, 2013 and February 29, 2012, respectively.

General and Administrative

General and administrative expenses were $1,251,210 and $325,591 for the six months ended February 28, 2013 and February 29, 2012, respectively. The increase in expenses was related to $670,000 of non-cash stock based compensation expense related to common shares issued to Company executives as part of their employment agreements entered into in January 2013.   The remaining increase in expenses of $255,619 consisted primarily of increased compensation expense of $200,000, rent expense of $13,000, health insurance expense of $23,000 and miscellaneous other increased operating expenses of $19,000.

Loss on Debt Modification

Loss on debt modification was $43,066 for the six months ended February 28, 2013.  The increase in expenses during the six months ended February 28 2013 was related to term changes on debt conversion features as discuss in Note 7 of the attached condensed consolidated financial statements.  There was no such cost during the six months ended February 29, 2012.

Interest Expense

Interest expense was $277,830 and $16,400 for the six months ended February 28, 2013 and February 29, 2012, respectively.  The increase in expenses was related to amortization of note discount amounting to $212,358 as discussed in Note 7 of the attached consolidated financial statements. Additionally, the Company recorded an expense of $25,204 and $16,400 for the six months ended February 28, 2013 and February 29, 2012, respectively, which reflects accrued interest on existing debt.

Debt Issuance Costs

Debt issuance costs of $44,172 for the six months ended February 28, 2013 were incurred relating to excess of the derivative liability over the face amounts of the convertible notes as discussed in Note 7 of the attached consolidated financial statements.  There was no such cost during the six months ended February 29, 2012.

Change in derivative liability

Change in derivative liability was $125,282 for the six months ended February 28, 2013. This change in derivative liability is a non-cash benefit reported on the statements of operations.  There was no such cost during the six months ended February 29, 2012.

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Net Loss

Our net loss for the six months ended February 28, 2013 was $1,490,996.  By comparison, we had net loss of $1,052,168 for the six months ended February 29, 2012.  Our net loss was attributable to our lack of revenue together with the general and administrative expenses and interest expense incurred during the quarter, as discussed above.  We expect to continue to incur net losses until such time as we can begin generating regular revenue from operations.

Liquidity and Capital Resources

The Company is in the development stage and has not generated revenues since inception. It has experienced recurring operating losses and negative cash flows from operations from September 16, 2010 (inception) to February 28, 2013. It also has a working capital deficit and stockholders’ deficit of $2,211,473 at February 28, 2013. We have $710 cash on hand which will not last. We expect a burn rate of at least $125,000 per month and will need to raise at least $500,000 by the end of the third quarter of 2013 to remain in business, of which we can give no assurance of success. Due to the "start-up" nature of our business, we expect to incur losses as and if we expand. Our business plan involves adding qualified executives and rolling out various business units. To date, our cash flow requirements have been met by equity and debt financings. If we are unable to successfully sell additional securities in one or more offerings, generate sufficient profits or otherwise obtain additional funds for our working capital needs, we may need to cease or curtail operations. Furthermore, there is no assurance the net proceeds from any successful financing arrangement will be sufficient to cover cash requirements during the initial stages of our operations. For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

Due to delays in raising financing, OSL was unable to meet the original repayment terms of the Crisnic Note. OSL has made intermittent payments and the current balance of $170,000 as of December 1, 2012 is currently due and payable. OSL is a wholly owned subsidiary of the Company. OSL is currently inactive with no assets. The Company and OSL received a written notice of default in accordance with the terms of the Crisnic Note on October 28, 2012 requesting that the Company issue the 650,001 Preferred Shares to Crisnic as of December 1, 2012 pursuant to the Share Cancellation Agreement Crisnic Note. Examination of the Company’s Articles has revealed that the Articles do not authorize any shares of preferred stock.  Accordingly, the Company does not believe that it is legally able to issue the Preferred Shares required by the Share Cancellation and the Crisnic Note at this time. The Company also takes the position that it is not obligated to issue the Preferred Shares as the intended recipient is the entity that misrepresented the Company’s ability to issue such shares.

In addition to the Crisnic Note, the Company has $777,839 of indebtedness with various terms of repayment through November 30, 2013. We can give no assurance that we will generate revenues, if at all, sufficient to satisfy our or our subsidiaries’ repayment obligations under any of our or their indebtedness.

Cash used in operating activities was $(185,992) and ($180,602) for the six months ended February 28, 2013 and February 29, 2012, respectively. Cash was primarily used to fund our net losses from operations.

Cash provided from financing activities was $186,500 and $180,557 for the six months ended February 28, 2013 and February 29, 2012, respectively.  During the six months ended February 28, 2013, we received cash of $52,500 from the issuance of promissory notes and the Company received $109,500 from the issuance of common shares to be issued.  The Company also received $24,500 of operating loans from related parties.

We believe our current working capital position together with our expected future cash flows from operations will be insufficient to fund our operations in the ordinary course of business, anticipated capital expenditures, debt payment requirements and other contractual obligations for at least the next twelve months.

In addition to the anticipated $125,000 per month necessary to cover our operating expenses, we anticipate additional annual website and technology development costs of between $300,000 and $500,000. We have been and expect to continue to fund these activities with debt and equity financing.

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We have no present agreements or commitments with respect to any material acquisitions of other businesses, products, product rights or technologies or any other material capital expenditures. However, we will continue to evaluate acquisitions of and/or investments in products, technologies, capital equipment or improvements or companies that complement our business and may make such acquisitions and/or investments in the future. Accordingly, we may need to obtain additional sources of capital in the future to finance any such acquisitions and/or investments.

Off Balance Sheet Arrangements

None.

Going Concern

The Company’s independent certified public accountants have stated in their audit report for the year ended August 31, 2012, that the Company has no current source of revenue and, without realization of additional capital, it would be unlikely for the Company to continue as a going concern. If the Company is not successful in raising the necessary capital, then the Company believes that its independent certified public accountants would issue an opinion with a similar going concern modification regarding the Company’s financial condition.

Critical Accounting Policies

The Company’s consolidated financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our consolidated financial statements.

Our significant accounting policies are summarized in Note 3 of our annual consolidated financial statements filed on Form 10-K and dated December 12, 2012. While all these significant accounting policies impact its financial condition and results of operations, the Company views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company’s consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

We are a Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4.   Controls and Procedures

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, (as defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act)) as of the period ended November 30, 2012. Based on this evaluation, our Principal Executive Officer  and Principal Financial Officer concluded that our disclosure controls and procedures are ineffective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

We are in the continuous process of improving our internal control over financial reporting in an effort to eliminate these material weaknesses through improved supervision and training of our staff, but additional effort is needed to fully remedy these deficiencies. Management has engaged a Certified Public Accountant as a consultant to assist with the financial reporting process in an effort to mitigate some of the identified weaknesses. The Company intends on hiring the necessary staff to address the weaknesses once additional capital is obtained which will allow full operations to commence.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

We have taken numerous steps to address the underlying causes of the internal control deficiencies, primarily through the development and implementation of policies, improved processes and documented procedures, the retention of third-party experts and contractors, and the hiring of additional accounting personnel with technical accounting and inventory accounting experience.

Changes in internal control over financial reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the last fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors

We are a Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

As discussed in Note 8 to our financial statements filed with this Quarterly Report, during the six months ended February 28, 2013, we issued a total of 10,563,698 shares of Common Stock at an average conversion price of $0.01 or $93,765 in the aggregate, as partial repayment of outstanding indebtedness.   

Item 3.    Defaults Upon Senior Securities

None

Item 4.    Mine Safety Disclosures

None

Item 5.    Other Information

Effective January 9, 2013, we conducted a reverse split of our Common Stock on the basis of 1 share for each one thousand shares currently issued and outstanding.

On February 13, 2013, the Company entered into a Marketing Agreement (the “OF Agreement”) with Outfest (“OF”) pursuant to which, through OF’s Outfest Los Angeles, the Company agrees to provide with access to a rewards program and for which, for an initial term of one (1) year, in exchange for exclusive endorsement by OGL and exclusive third party marketing rights to OF’s members, the Company will provide OF with 4% of the fees received from OGL members’ participation in the Company’s rewards program.

On March 6, 2013, the Company entered into a Marketing Agreement (the “OGL Agreement”) with One Good Love, Inc. (“OGL”) pursuant to which the Company agrees to provide OGL with access to a rewards program and for which, for an initial term of one (1) year, in exchange for exclusive endorsement by OGL and exclusive third party marketing rights to OGL’s members, the Company will provide OGL with 4% of the fees received from OGL members’ participation in the Company’s rewards program.

On April 9, 2013, the Company entered into a Marketing Agreement (the “PR Agreement”) with LA Pride (“PR”) pursuant to which, through PR’s LA Festival (“LA Pride”), the Company agrees to provide with access to a rewards program and for which, for an initial term of one (1) year, in exchange for exclusive endorsement by PR and exclusive third party marketing rights to PR’s members, the Company will provide PR with 4% of the fees received from PR members’ participation in the Company’s rewards program. A minimum of $30,000 is guaranteed to be generated within 90 days of June 9, 2013, (the last day of the PR’s event) and paid by Monday, September 9, 2013 (the 92nd day).

In connection with the PR Agreement, on April 9, 2013, the Company also entered into a letter agreement (the “CSW Agreement”) with Christopher Street West (“CSW”) further describing CSW’s agreement with PR in connection with LA Pride.

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The above descriptions of the OF Agreement, the OGL Agreement, the PR Agreement and the CSW Agreement are qualified in their entirety by the terms and conditions of each agreement, attached hereto as Exhibits 10.8, 10.9, 10.10 and 10.11, respectively.

On April 10, 2013, the Company issued 384,616 share of its common stock to its legal counsel, Richardson & Patel, LLP, in exchange for services rendered, pursuant to a Registration Statement on Form S-8 filed with the Commission on April 10, 2013.

On April 11, 2013, Samuel Kotch and Benjamin Kotch each converted a total of $42,260 of Asher Notes in exchange for an issuance of 4,017,110 shares of the Company’s common stock, representing conversion of a total of $84,520 of Asher Notes and the issuance of a total of 8,034,220 shares of the Company’s common stock.

Item 6.    Exhibits

Exhibit Number	Exhibit Title
3.1	Articles of Incorporation (1)
3.2	Bylaws (1)
3.3	Certificate of Amendment to Articles of Incorporation (2)
10.1	Amendment No. 2 to Senior Secured Convertible Note with Emerald Asset Advisors, LLC dated December 4, 2012 (2)
10.2	Employment Agreement with Eric Kotch (3)
10.3	Employment Agreement with Eli Feder (3)
10.4	Employment Agreement with Steven Gormley (3)
10.5	Employment Agreement with Bob Rothenberg (3)
10.6	Assignment, Termination and Release Agreement with Asher Enterprises, Inc.; Samuel Kotch and Benjamin Kotch dated March 21, 2013*
10.7	Consent to Assignment with Samuel Kotch and Benjamin Kotch dated March 21, 2013*
10.8	Marketing Agreement with Outfest dated February 13, 2013*
10.9	Marketing Agreement with One Good Love, Inc. dated March 6, 2013*
10.10	Marketing Agreement with LA Pride dated April 9, 2013*
10.11	Letter Agreement with Christopher Street West dated April 9, 2013*
31.1	Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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32.2 Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (included in Exhibit 32.1).

101.INS +	XBRL Instance Document
101.SCH +	XBRL Taxonomy Schema
101.CAL +	XBRL Taxonomy Calculation Linkbase
101.DEF +	XBRL Taxonomy Definition Linkbase
101.LAB +	XBRL Taxonomy Label Linkbase
101.PRE +	XBRL Taxonomy Presentation Linkbase

(1) Filed on June 17, 2005 as an exhibit to our Registration Statement on Form SB-2 and incorporated herein by reference.

(2) Filed on December 14, 2012 as an exhibit to our Annual Report on Form 10-K and incorporated herein by reference.

(3) Filed on January 18, 2013 as an exhibit to our Quarterly Report on Form 10-Q and incorporated herein by reference.

* Filed herewith.

In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2 are being furnished and not filed.

+ Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: April 19, 2013

OSL HOLDINGS INC.
By:	/s/ Bob Rothenberg
	Bob Rothenberg President (Duly Authorized Officer and Principal Executive Officer)
By:	/s/ Eric Kotch
	Eric Kotch
	Chief Financial Officer, Treasurer and Secretary (Duly Authorized Officer and Principal Financial Officer)

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EX-10.6

Exhibit 10.6

ASSIGNMENT, TERMINATION AND RELEASE AGREEMENT

This Assignment, Termination and Release Agreement (“Agreement”) is entered into as of March   21, 2013 by and among OSL Holdings Inc., a Nevada corporation (the "Company"), Asher Enterprises, Inc., a Delaware corporation (“Asher” or “Assignor”), Samuel Kotch, an individual ("S. Kotch") and Benjamin Kotch, an individual (“B. Kotch”) (S. Kotch and B. Kotch, each an “Assignee” and collectively the “Assignees”). The Company, Asher and the Assignees may collectively be referred to herein as the “Parties.”

RECITALS

WHEREAS, the Company issued to Asher those certain 8% convertible promissory notes (the “Notes”) on their respective issue dates as listed on Schedule A attached hereto, pursuant to those certain corresponding securities purchase agreements dated as of the respective issue dates of the Notes (the “SPAs”) in the aggregate principal amount of $135,500;

WHEREAS, as of the date of this Agreement, the amount of unpaid principal owed to Asher pursuant to the Notes is $124,520 (the “Outstanding Balance”);

WHEREAS, Asher desires to transfer to the Assignees and the Assignees wish to receive, Asher’s rights to the Outstanding Balance due on the Notes (the "Transferred Principal") and interest to be accrued thereon from and after the date hereof, pursuant to the terms of the Notes (collectively with the Transferred Principal, the "Transferred Obligation");

WHEREAS, in connection with and in consideration of Asher’s transfer of the Transferred Obligation to the Assignees in full satisfaction of the Company’s obligations to Asher under the Notes and the SPAs, the Parties have agreed that Asher will receive a payment of $125,500 (the “Asher Payment”) and Asher and the Company will terminate all outstanding obligations between them under the Notes and the SPAs and provide mutual waiver and release of all rights and claims each may have against the other, if any.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1.             Incorporation of Recitals.  The recitals to this Agreement are an integral part of this Agreement and are hereby incorporated as a part of this Agreement as if set forth in it.

2.             Transfer and Assignment.  Pursuant to Section 4.4 of the Notes (i) Assignor hereby sells, assigns, transfers and conveys unto each of the Assignees, individually, 50% of (1) all of Assignor's rights to receive the Transferred Obligation pursuant to the terms of the Notes, and (2) all of the other rights and benefits of Assignor under the Notes in respect of the Transferred Obligation in the amounts set forth on Schedule A and (ii) the Assignees each hereby agree to be bound by the terms of the Notes.

3.             Interest.  From and after the date hereof, the Transferred Principal shall accrue interest in accordance with Notes and each Assignee shall have the right to receive 50% of all such accrued interest in accordance with the terms of the Notes.

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4.             Agreement to be Bound.  The Company agrees to be bound by all the terms and conditions of the Notes in its payment of the Transferred Obligation to the each of the Assignees.

5.             Termination and Payment. Immediately upon the execution of this Agreement and delivery by each of the Assignees to Asher, by wire transfer of immediately available funds per the instructions listed on Schedule B attached hereto, of 50% of the Asher Payment, the SPAs shall be terminated and neither Asher nor the Company shall have any further rights or obligations thereunder. Delivery of the entire Asher Payment must take place on or before 4 pm EST on March 21, 2013 in order for this Agreement to be binding on the Parties.

6.             Complete Release by Asher. Asher, its officers, directors and affiliates each irrevocably and unconditionally releases any and all claims, liabilities, promises, debts, causes of action, charges, expenses, costs or similar rights of any type or nature that it may have against the Company, any of its representatives, assigns, shareholders, officers, directors, employees, attorneys, agents, and any other persons acting by, through under or in concert with any of the foregoing (the “Company Releasees”), from the beginning of the world to the date hereof. This release covers both claims that Asher knows about and those Asher does not know about.  Asher understands the significance of this release of unknown claims and their waiver of any statutory protection against a release of unknown claims.  Asher expressly waives the protection of any such governmental statutes or regulations.

7.             Complete Release by the Company. The Company irrevocably and unconditionally releases any and all claims, liabilities, promises, debts, causes of action, charges, expenses, costs or similar rights of any type or nature that it may have against Asher, any of its employees, officers, directors, representatives, assigns, attorneys, agents, and any other persons acting by, through under or in concert with any of the foregoing (the “Asher Releasees”), from the beginning of the world to the date hereof. This release covers both claims that the Company knows about and those the Company does not know about.  The Company understands the significance of this release of unknown claims and their waiver of any statutory protection against a release of unknown claims.  The Company expressly waives the protection of any such governmental statutes or regulations.

8.             Representations and Warranties.

a. Asher. In addition to the release of claims provided for in Section 6, Asher makes the following representations and warranties to the Company and the Assignees:

i. Ashes shall never file or prosecute, and has never filed or caused to filed, a lawsuit, administrative complaint or charge, or other complaint or charge asserting any claims that are released by this Agreement;

ii. Asher is the true record and beneficial owner of the Notes;

iii. No pledges, liens or encumbrances have been placed against the Notes;

iv. Upon receipt of the Asher Payment, termination of the SPAs and execution of this Agreement,  the Company shall have no further obligation to Asher whatsoever; and

v. Asher has reviewed the terms of this Agreement with its counsel and has obtained all corporate consents necessary for this Agreement to be valid, binding and enforceable against Asher in accordance with its terms.

b. Company. In addition to the release of claims provided for in Section 7, the Company makes the following representations and warranties to Asher and the Assignees:

i. The Company shall never file or prosecute, and has never filed or caused to be filed, a lawsuit, administrative complaint or charge, or other complaint or charge asserting any claims that are released by this Agreement.

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ii. The Company has reviewed the terms of this Agreement with its counsel and has obtained all corporate consents necessary for this Agreement to be valid, binding and enforceable against the Company in accordance with its terms.

9.             Consequences of Violation of Promises.  If any of the representations and warranties made by either Asher or the Company in Section 8 was false when made, the party violating the promise will pay reasonable attorneys’ fees and all other costs incurred as a result of such breach or false representation, such as, by way of example and not by way of limitation, the innocent party’s cost of defending any suit brought with respect to a claim released by it. The representations and warranties in Section 8 shall also survive execution of this Agreement and satisfaction of the terms hereunder.

10.           Miscellaneous.

a. Severability. The provisions of this Agreement are severable.  If any part of it is found to be unenforceable, all other provisions shall remain fully valid and enforceable.

b. Governing Law. This Agreement shall be governed by the internal laws of the State of New York without regard to principles of conflicts of laws.

c. Entire Agreement. This is the entire Agreement between the Parties and supersedes any prior agreements, whether written or oral with respect to the subject matter hereof.

d. Successors. This Agreement shall bind both the Parties' heirs, administrators, representatives, executors, successors and assigns, and shall inure to the benefit of all Company Releasees and Asher Releasees and the respective heirs, administrators, representatives, executors, successors and assigns of all Company Releasees Asher Releasees.

e. Amendment. This Agreement may not be modified or cancelled in any manner except by a writing signed by all Parties.

f. Notices. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable nationwide overnight courier service with charges prepaid, or (iv) transmitted by hand delivery or electronic mail, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by electronic mail at the address designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the next business day following the date of mailing by nationwide overnight courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Company, to:

OSL HOLDINGS INC. f/k/a RED ROCK PICTURES HOLDINGS INC.

60 Dutch Hill Road - Suite 15

Orangeburg, NY 10962

Attn: Bob Rothenberg

Email: brothenberg@oslholdings.com

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     With a copy by electronic mail only to (which copy shall not constitute notice):

RICHARDSON & PATEL LLP

The Chrysler Building

405 Lexington Avenue, 49th Floor

New York, NY 10174

Attn: David N. Feldman, Esq.

Email: dfeldman@richardsonpatel.com

If to the Buyer:

ASHER ENTERPRISES, INC.

1 Linden Pl., Suite 207

Great Neck, NY 11021

Attn: Curt Kramer, President

Email: ckramer6@bloomberg.net

With a copy by electronic mail only to (which copy shall not constitute notice):

BERNARD S. FELDMAN, P.C.

80 Cuttermill Road, Suite 410

Great Neck, NY 11021

Attn: Bernard S. Feldman, Esq.

Email: Bsf.Pc@verizon.net

Each party shall provide notice to the other party of any change in address.

g. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon and all of which together shall constitute one instrument.

[Signature Page Follows.]

4

IN WITNESS WHEREOF, the parties hereto have caused this Assignment, Termination and Release Agreement to be duly executed and delivered as of the date first written above.

ASSIGNOR:
ASHER ENTERPRISES, INC.
By:	/s/ Curt Kramer
Name:	Curt Kramer
Title:	President

ASSIGNEES:

/s/ Samuel Kotch

SAMUEL KOTCH, an Individual

/s/ Benjamin Kotch

BENJAMIN KOTCH, an Individual

COMPANY:
OSL HOLDINGS INC.
By:	/s/ Bob Rothenberg
Name:	Bob Rothenberg
Title:	President

[Signature Page to Assignment, Termination and Release Agreement]

SCHEDULE A

Notes

Note	Issue Date	Principal Amount		Outstanding Balance		Amount to Each Assignee
#2	January 20, 2012	$	32,500	$	22,550	$	11,275
#3	June 15, 2012	$	53,000	$	51,970	$	25,985
#4	July 12, 2012	$	27,500	$	27,500	$	13,750
#5	October 19, 2012	$	22,500	$	22,500	$	11,275
	Total:	$	135,500	$	124,520	$	62,260

SCHEDULE B

Asher Wire Instructions

EX-10.7

Exhibit 10.7

CONSENT TO ASSIGNMENT

THIS CONSENT (this “Consent”) is entered into as of March 21, 2013 (the “Effective Date”) by and among OSL Holdings Inc., a Nevada corporation (the “Company”), Samuel Kotch, an individual ("S. Kotch") and Benjamin Kotch, an individual (“B. Kotch”) (S. Kotch and B. Kotch, each an “Assignee” and collectively the “Assignees”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Agreement referred to in the first recital.

W I T N E S S E T H:

WHEREAS, the Company and the Assignees entered into that certain Assignment, Termination and Release Agreement (“Agreement”) dated as of March 21, 2013 with Asher Enterprises, Inc., a Delaware corporation (“Asher” or “Assignor”), whereby Asher agreed to sell, assign, transfer and convey unto each of the Assignees, individually, 50% of (1) all of Assignor's rights to receive the Transferred Obligation pursuant to the terms of the Notes, and (2) all of the other rights and benefits of Assignor under the Notes in respect of the Transferred Obligation and (ii) the Assignees each hereby agree to be bound by the terms of the Notes (the “Assignment”);

WHEREAS, Section 4.4 of the Notes requires that any assignment of the Notes must be to an “accredited investor” as defined in Rule 501(a) of the Securities Act of 1933 and the Assignees do not meet the stated accredited investor requirements; and

WHEREAS, the Company wishes to consent to the Assignment and expressly waive the requirements under Section 4.4 of the Notes.

NOW, THEREFORE, for and in consideration of the promises and undertakings herein exchanged and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties agree that:

1.             Recitals.  The parties acknowledge the recitals set forth in the preamble to this Consent as true and correct and hereby incorporate said recitals herein as material representations, which are made by and among the parties.

2.             Consent. The Company hereby consents to, and approves of the Assignment providing the Assignees with all the rights, powers and privileges of a holder of the Notes and waives the requirement that any assignee of the Notes be an accredited investor.

3.             Miscellaneous.

a. Governing Law. This Consent shall be governed by the internal laws of the State of New York without regard to principles of conflicts of laws.

b. Entire Agreement. This is the entire agreement between the parties and supersedes any prior agreements, whether written or oral, with respect to the subject matter hereof.

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c. Successors. This Consent shall bind both the parties' heirs, administrators, representatives, executors, successors and assigns, and shall inure to the benefit of both parties and their respective heirs, administrators, representatives, executors, successors and assigns.

d. Amendment. This Consent may not be modified or cancelled in any manner except by a writing signed by the parties hereto.

e. Counterparts. This Consent may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon and all of which together shall constitute one instrument.

In Witness Whereof, the undersigned have executed this Consent to Assignment as of the Effective Date.

COMPANY:
OSL HOLDINGS INC.
By:	/s/ Bob Rothenberg
Name:	Bob Rothenberg
Title:	President

ASSIGNEES:

/s/ Samuel Kotch

SAMUEL KOTCH, an Individual

/s/ Benjamin Kotch

BENJAMIN KOTCH, an Individual

2

EX-10.8

Exhibit 10.8

Marketing Agreement

1) This Agreement is entered into by and between Outfest, (“OF”) and OSL Holdings, Inc. (“OSL”).

2) OSL is currently developing and offering a variety of products and services and OF would like those products and services to be offered to its members and patrons. The parties intend that the successful implementation of this Agreement will assist OSL in developing and marketing its product and services mix, will assist in providing important product and services to the OF’s members and patrons, will generate fees for both parties and increase customer and membership bases, sponsorships and attendance of events.

3) OSL will launch a Rewards program outlined in Exhibit A that will use the Outfest Los Angeles as a vehicle to engage prospective sponsors and retail partners for the benefit of OF and OSL.

4) OF hereby agrees to exclusively endorse the OSL Rewards Program and grants OSL the exclusive third party marketing rights to its membership for the following Products

(a) Loyalty Rewards (Event, HR, Supplier, Consumer)

(b) Any other product or service mutually agreed upon

All such products and services listed here in Paragraph 3 or agreed upon in the future shall be (“Products”) herein. OF shall not endorse or permit to be offered as endorsed at its website or events any Products from sources other than OSL or OF.

It is also understood there may be pre-existing agreements with members or sponsors that may overlap some of the listed Products. OF has provided a list of these agreements in Exhibit B that both parties agree are non-conflicting with this Agreement.

As consideration for the exclusive endorsement and exclusive marketing rights granted by OF, OSL will provide a share of fees to OF equal to 4% of fees received by OSL from members or attendees of events of OF for any and all of the Products.

5) During the term of this Agreement

1

a) OF and OSL agree to actively market the Products and as part of this marketing will issue periodic joint press releases after the execution of this agreement, prior to an event and otherwise as needed.

b) OSL shall have the right to use the words “endorsed” by OF and an “Official Marketing Partner” of OF for those areas listed in paragraph 3 and use the Outfest Los Angeles logo and any other terms and images mutually agreed upon on its web sites and promotional materials.

i) Additionally OF will use its best efforts to cross promote the Products on its website and general communication to its members.

c) OF shall include marketing materials for OSL at events, in newsletters and endorsed emails to be distributed by OF and/or OSL.

d) OSL & OF will have access to each others members, sponsors and the OF’s general database to market the Products.

e) OSL & OF may also enter into mutually agreed upon additional programs around OF events that may require assets of OF and OSL.

6) The parties will use their best efforts to jointly market the Products to members and potential members of OF, but neither party shall have any ownership in the database of the other party. Nothing herein shall be construed as to restrict in any way either party’s ability to increase or enhance its database.

7) It is understood and agreed that OSL will be entering into similar marketing agreements with other membership groups and that there are no restrictions on OSL’s ability to do so.

Nothing in this agreement restricts OF from delivering its general services or fulfill its mission.

8) It is also agreed that the endorsement and exclusive marketing rights granted herein by OF to OSL are integral to OSL’s business strategy and the primary consideration for the fees sharing.

9) OF will only receive fees sharing for a portion of fees generated by its members or attendees of events.  Due to the fact that OSL will be entering into marketing agreements with other membership groups it is possible that there may be more than one membership group claiming a fees share from a particular member. OSL will use its good faith efforts to resolve any disputes or conflicts in a fair and equitable way and to enact policies and procedures from time to time to avoid, if possible, any conflicts and to resolve them if necessary. Possible solutions may include but are not limited to sharing of pooled fees, first in first out, customer registration, customer choice and others. OSL will establish such policies that in its good faith belief will fairly distribute any overlapping fees claims between appropriate membership groups. OSL’s decisions shall be final, in these cases. OSL shall not be required to distribute in aggregate more than one fees share portion for any one fees item. Additionally it is understood that OF shall only be entitled to a fees share for fees generated from its members or efforts.

2

10) The initial term of this Agreement shall be one year from the Term Start Date. The Agreement shall automatically renew for successive one year terms unless terminated in writing 180 days or more prior to renewal pursuant to paragraph 9) below.

11) In the event of any material default, OSL or OF shall notify the other party of such default and if such default is not cured within 60 days of receipt of such notice, either party may terminate the Agreement. In the event this Agreement is terminated a)no fees share payments will be due after the date of notice of termination, b)each party will use its good faith efforts to cease representing that an exclusive endorsement or marketing relationship exists and c)neither party shall be restricted from marketing any products or services to any customers.

12) OF understands that Products are owned by OSL Holdings, Inc. a publicly traded company and is therefore subject to various disclosures, reporting, compliance and securities related rules and regulations and agrees to comply with all such rules and regulations when necessary and not to take any actions that may prevent OSL from complying with such obligations.

13) Choice of Law. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by New York  law, excluding any laws that direct the application of another jurisdiction’s laws.

14) Notice. Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) by facsimile, or (d) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows:

If to: OSL	Attention: Bob Rothenberg,
C/O OSL Holdings, Inc.	President
60 Dutch Hill Road, Suite 15	Fax: (845) 363-6779
Orangeburg NY 10962
If to OF:
c/o Outfest	Attention: Kevin Connell
	Fax: (213) 480-7099

3

or to such other address as either party may from time to time specify in writing to the other party. Any notice shall be effective only upon delivery, which for any notice given by facsimile shall mean notice which has been received by the party to whom it is sent as evidenced by confirmation slip.

15) Modification of Agreement. This Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by all parties.

16) Entire Agreement. This Agreement and all other agreements, exhibits, and schedules referred to in this Agreement constitute(s) the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the parties. This Agreement may not be contradicted by evidence of any prior or contemporaneous statements or agreements. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation, understanding, agreement, commitment or warranty outside those expressly set forth in this Agreement.

17) Severability of Agreement. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this section, then this stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible.

4

18) Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies

19) Necessary Acts, Further Assurances. The parties shall at their own cost and expense execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement.

20) This Agreement may be executed in counterparts and by fax.

21) Headings. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.

22) Representation on Authority of Parties/Signatories. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party’s obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms.

Agreed to:	Dated:
Association:
Name:		Title:
OSL Holdings, Inc:
Name:		Title:

5

Exhibit A:  Program Overview

We provide businesses with the ability to drive more business by issuing and/or redeeming the Reward Currency to/from customers when shopping at the store or online. The merchant can decide how much Reward Currency to issue or redeem for each item as a percentage of the item price. The percentage allowed for issuance and redemption is subject to the effective program rules as set by the Company. The key benefit for the consumers in the Loyalty Program is the ability to immediately earn and redeem Reward Currency for savings at point of sale without the need to use a specific form of payment. For businesses, the key benefit is the ability to participate in a Loyalty Program that spans across multiple participating merchants enabling access to consumers otherwise not as easily accessible.

The loyalty platform will enable: (a) members to join the OSLH program, use reward currency toward purchases online and at participating brick and mortar locations, and identify participating brick and mortar merchant locations by zip code (b) Issuers to issue currency, (c) merchants to join as issuers and/or redeemers and (d) Partners to manage the database related to all members, Issuers and merchants relationships via reporting portals. Also, the loyalty platform is responsible to provide the functionality to process the loyalty transactions in real-time and apply discounts at the point of purchase. Such processing includes identifying the member, Issuer and merchant related to the transaction, calculating the rules for issuance and redemption for the items purchased, updating the member account balance accordingly, and billing the charges to the merchant account.

Components of Launch in Los Angeles with OF

There are three key aspects of the launch.

1.  Member acquisition and Promotion of Festival

OSL will draw from its access to the entire US consumer databases, partner member bases, media inventory and permissioned email files to acquire new members and promote Outfest Los Angeles.  We will also need to draw from whatever consumer lists that OF has as well as supplementing that list with whatever other available resources that would allow for zip code specific targeted member acquisition (focusing in LA market) for the July launch of program.  We would target the consumer with a performance based deliverable I.e. perhaps an online survey, developed in concert with Outfest, whose completion would trigger an award of reward dollars. We will draw on our relationships with national and local media outlets, and local chambers amongst others to aggressively build the membership base upon signature of agreement with a targeted retail launch date of July 1.

6

2. Merchant acquisition

We envision a split effort running concurrently.

A) Brick and mortar:  Initially geographically limited to metro LA and its surrounding environs with immediate focus on retailers with multiple locations as well as where existing relationships exists while supplementing whose efforts with zip code specific acquisition efforts.  We will recruit the local chambers and advocacy groups to assist in introductions and referrals.  We will recruit local feet on the ground that would be compensated by OSL, in the LA market, to focus full time on the acquisition effort. We will develop retail stickers and collateral that promote program participation.

b) Online:   We will divide these efforts by targeting through LGBT outreach to LGBT owned online vendors, current LGBT sponsors, online aggregators that consolidate hotels, spas, flowers, recreational venues /restaurant reservation pickup services as applicable.  The goal is critical mass at date of launch.

3. Brand participation

Through rewards and OF we can demonstrate the power of the LGBT consumer to impact brands.  We can create additional sponsorship opportunities for OF to offer as well as access to OSL’s partners and corporations.  We would look at brands carried by OF participating retailers such as Fresh & Easy ,I.e. develop and promote programs that may be tracked thru our system that validate that strength, drive sales and provide intelligent data, both at store level and by providing incremental data tracking buying patterns outside the primary retail venue.

7

Bottom line to me is that a well thought out program should offer the LGBT community, OF and OSL the ability to unite and bind that community cohesively so as to leverage that demographic buying power.

8

Exhibit B:  Non-Conflicting Agreements

1.    Include any additional agreements here

9

EX-10.9

Exhibit 10.9

Marketing Agreement

1) This Agreement is entered into by and between OneGoodLove, (the “GL”) and OSL Holdings, Inc. (“OSL”).

2) OSL is currently developing and offering a variety of products and services and the GL would like those products and services to be offered to its members and prospects. The parties intend that the successful implementation of this Agreement will assist OSL in developing and marketing its product and services mix, will assist in providing important product and services to the GL’s members and prospects, will generate fees for both parties and increase customer and membership bases, sponsorships and associated partnerships.

3) OSL will launch a Rewards program outlined in Exhibit A that will use the GL and OSL partnerships as a vehicle to engage prospective members and retail partners for the benefit of GL and OSL.

4) GL hereby agrees to exclusively endorse the OSL Rewards Program and grants OSL the third party marketing rights to its membership for the following Products

(a) Loyalty Rewards (Event, HR, Supplier, Consumer)

(b) Any other product or service mutually agreed upon

All such products and services listed here in Paragraph 3 or agreed upon in the future shall be (“Products”) herein. GL shall not endorse or permit to be offered as endorsed at its website or events any Products from sources other than OSL or GL.

It is also understood there may be pre-existing agreements with members or sponsors that may overlap some of the listed Products.  The GL has provided a list of these agreements in Exhibit B that both parties agree are non-conflicting with this Agreement.

As consideration for the exclusive endorsement and exclusive marketing rights granted by the GL, OSL will provide a share of fees to the GL equal to 4% of fees received by OSL from members or prospects of the GL for any and all of the Products.

5) During the term of this Agreement

1

a) GL and OSL agree to actively market the Products and as part of this marketing will issue periodic joint press releases after the execution of this agreement, prior to an event or program launch and otherwise as needed.

b) OSL shall have the right to use the words “endorsed” by the GL and an “Exclusive Marketing Partner” of GL for those areas listed in paragraph 3 and use the GL’s logo and any other terms and images mutually agreed upon on its web sites and promotional materials.

i) Additionally the GL will use its best efforts to cross promote the Products on its website and general communication to its members.

c) GL shall include marketing materials for OSL at events, in newsletters and endorsed emails to be distributed by the GL and/or OSL.

d) OSL & GL will have access to each others members, sponsors and the GL’s general database to market the Products.

e) OSL & GL may also enter into mutually agreed upon additional programs with OSL partners and events that may require assets of GL and OSL.

f) In addition to the above, OSL will specifically agree to those items listed in Exhibit C attached.

6) The parties will use their best efforts to jointly market the Products to members and potential members of the GL and OSL, but neither party shall have any ownership in the database of the other party. Nothing herein shall be construed as to restrict in any way either party’s ability to increase or enhance its database.

7) It is understood and agreed that OSL will be entering into similar marketing agreements with other membership groups and that there are no restrictions on OSL’s ability to do so.

Nothing in this agreement restricts OSL or GL from delivering its general services or fulfill its mission.

8) It is also agreed that the endorsement and exclusive marketing rights granted herein by the GL to OSL are integral to OSL’s business strategy and the primary consideration for the fees sharing.

9) The GL will only receive fees sharing for a portion of fees generated by its members, prospects or other introductions that produce members or rewards usage.  Due to the fact that OSL will be entering into marketing agreements with other membership groups it is possible that there may be more than one membership group claiming a fees share from a particular member. OSL will use its good faith efforts to resolve any disputes or conflicts in a fair and equitable way and to enact policies and procedures from time to time to avoid, if possible, any conflicts and to resolve them if necessary. Possible solutions may include but are not limited to sharing of pooled fees, first in first out, customer registration, customer choice and others. OSL will establish such policies that in its good faith belief will fairly distribute any overlapping fees claims between appropriate membership groups. OSL’s decisions shall be final, in these cases. OSL shall not be required to distribute in aggregate more than one fees share portion for any one fees item. Additionally it is understood that the GL shall only be entitled to a fees share for fees generated from its members or efforts.

2

10) The initial term of this Agreement shall be one year from the Term Start Date. The Agreement shall automatically renew for successive one year terms unless terminated in writing 180 days or more prior to renewal pursuant to paragraph 9) below.  After 6 months if either party is not satisfied with the relationship they can give 30 days notice of termination.

11) In the event of any material default, OSL or the GL shall notify the other party of such default and if such default is not cured within 60 days of receipt of such notice, either party may terminate the Agreement. In the event this Agreement is terminated a)no fees share payments will be due after the date of notice of termination, b)each party will use its good faith efforts to cease representing that an exclusive endorsement or marketing relationship exists and c)neither party shall be restricted from marketing any products or services to any customers.

12) The GL understands that Products are owned by OSL Holdings, Inc. a publicly traded company and is therefore subject to various disclosures, reporting, compliance and securities related rules and regulations and agrees to comply with all such rules and regulations when necessary and not to take any actions that may prevent OSL from complying with such obligations.

13) Choice of Law. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by New York  law, excluding any laws that direct the application of another jurisdiction’s laws.

14) Notice. Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) by facsimile, or (d) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows:

3

If to: OSL	Attention: Bob Rothenberg,
C/O OSL Holdings, Inc.	President
60 Dutch Hill Road, Suite 15	Fax: (845) 363-6779
Orangeburg NY 10962
If to GL:	Attention: FrankMastronuzzi
c/o OneGoodLove	Fax: (xxx) xxx-xxxx

or to such other address as either party may from time to time specify in writing to the other party. Any notice shall be effective only upon delivery, which for any notice given by facsimile shall mean notice which has been received by the party to whom it is sent as evidenced by confirmation slip.

15) Modification of Agreement. This Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by all parties.

16) Entire Agreement. This Agreement and all other agreements, exhibits, and schedules referred to in this Agreement constitute(s) the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the parties. This Agreement may not be contradicted by evidence of any prior or contemporaneous statements or agreements. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation, understanding, agreement, commitment or warranty outside those expressly set forth in this Agreement.

17) Severability of Agreement. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this section, then this stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible.

4

18) Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies

19) Necessary Acts, Further Assurances. The parties shall at their own cost and expense execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement.

20) This Agreement may be executed in counterparts and by fax.

21) Headings. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.

22) Representation on Authority of Parties/Signatories. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party’s obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms.

Agreed to:	Dated:
Association:
Name:		Title:
OSL Holdings, Inc:
Name:		Title:

5

Exhibit A:  Program Overview

We provide businesses with the ability to drive more business by issuing and/or redeeming the Reward Currency to/from customers when shopping at the store or online. The merchant can decide how much Reward Currency to issue or redeem for each item as a percentage of the item price. The percentage allowed for issuance and redemption is subject to the effective program rules as set by the Company. The key benefit for the consumers in the Loyalty Program is the ability to immediately earn and redeem Reward Currency for savings at point of sale without the need to use a specific form of payment. For businesses, the key benefit is the ability to participate in a Loyalty Program that spans across multiple participating merchants enabling access to consumers otherwise not as easily accessible.

The loyalty platform will enable: (a) members to join the OSLH program, use reward currency toward purchases online and at participating brick and mortar locations, and identify participating brick and mortar merchant locations by zip code (b) Issuers to issue currency, (c) merchants to join as issuers and/or redeemers and (d) Partners to manage the database related to all members, Issuers and merchants relationships via reporting portals. Also, the loyalty platform is responsible to provide the functionality to process the loyalty transactions in real-time and apply discounts at the point of purchase. Such processing includes identifying the member, Issuer and merchant related to the transaction, calculating the rules for issuance and redemption for the items purchased, updating the member account balance accordingly, and billing the charges to the merchant account.

Components of Launch in Los Angeles with GL

There are three key aspects of the launch.

1.  Member acquisition and Promotion

OSL will draw from its access to the entire US consumer databases, partner member bases, media inventory and permissioned email files to acquire new members and promote GL and OSL partnership.  We will also need to draw from whatever consumer lists that GL has as well as supplementing that list with whatever other available resources that would allow for zip code specific targeted member acquisition (focusing in LA market) for the July launch of program.  We would target the consumer with a performance based deliverable I.e. perhaps an online survey, developed in concert with OneGoodLove, whose completion would trigger an award of reward dollars. We will draw on our relationships with national and local media outlets, and local chambers amongst others to aggressively build the membership base upon signature of agreement with a targeted retail launch date of July 1.

6

2. Merchant acquisition

We envision a split effort running concurrently.

A) Brick and mortar:  Initially geographically limited to metro LA and its surrounding environs with immediate focus on retailers with multiple locations as well as where existing relationships exists while supplementing whose efforts with zip code specific acquisition efforts.  We will recruit the local chambers and advocacy groups to assist in introductions and referrals.  We will recruit local feet on the ground that would be compensated by OSL, in the LA market, to focus full time on the acquisition effort. We will develop retail stickers and collateral that promote program participation.

b) Online:   We will divide these efforts by targeting through LGBT outreach to LGBT owned online vendors, current LGBT sponsors, online aggregators that consolidate hotels, spas, flowers, recreational venues /restaurant reservation pickup services as applicable.  The goal is critical mass at date of launch.

3. Brand participation

Through rewards and GF we can demonstrate the power of the LGBT consumer to impact brands and a lifestyle.  We can create additional sponsorship opportunities for GL to offer as well as access to OSL’s partners and corporations.  We would look at brands carried by participating retailers such as Macy’s ,I.e. develop and promote programs that may be tracked thru our system that validate that strength, drive sales and provide intelligent data, both at store level and by providing incremental data tracking buying patterns outside the primary retail venue.

7

Bottom line to me is that a well thought out program should offer the LGBT community, OneGoodLove and OSL the ability to unite and bind that community cohesively so as to leverage that demographic buying power.

8

Exhibit B:  Non-Conflicting Agreements

1. Include any additional agreements here

9

Exhibit C:  Partnership Elements

1. OSL will give GL founding partner status.  Founding partner status includes but is not limited to:

a. GL will receive 2 impressions of promotion to LGBT focused audience for every 1 impression OSL receives to GL’s members who are not members of OSL’s rewards for promotion of the rewards program.

b. OSL agrees to give GL premier positioning (no one above them online) for online dating category within rewards website.

c. OSL agrees to give GL premier inclusion (no partner logo bigger than GL) on any promotion of online dating category for rewards program.

d. OSL agrees to give GL logo inclusion for promotion (website or printed) of partners of rewards if more than 3 partners are promoted, logo will not be less than 1/3 of the size of any other partner logo.

e. OSL agrees to cross promote GL at partner events in similar fashion as other founding partners, with approval of partner.

10

EX-10.10

Exhibit 10.10

Marketing Agreement

1) This Agreement is entered into by and between LA Pride, (the “PR”) and OSL Holdings, Inc. (“OSL”).

2) OSL is currently developing and offering a variety of products and services and the PR would like those products and services to be offered to its attendees.  The parties intend that the successful implementation of this Agreement will assist OSL in developing and marketing its product and services mix, will assist in providing important product and services to the PR’s attendees, will generate fees for both parties and increase attendance at events and sponsorships. The PR will seek to work in partnership with OSL to highlight the strength, power and vitality of the LGBT dollar with a joint branded experience, for instance, “LGBT Dollar Day,” similar to the “Cyber Monday” campaign that promotes shopping online, to be determined.

3) OSL will launch a Rewards program outlined in Exhibit A that will use the PR festival as a vehicle to engage prospective sponsors and retail partners for the benefit of PR and OSL.

4) PR hereby agrees to exclusively endorse the OSL Rewards Program and grants OSL the exclusive third party marketing rights to its attendees for the following Products

(a) Loyalty Rewards (Event, HR, Supplier, Consumer)

(i) “Loyalty Program” – a service which offers individuals and/or businesses the right to participate in the program under certain rules set by the service provider, and which is designed to increase business activity for businesses that participate in the program and to create attractive buying opportunities for participating individuals and/or businesses.

(ii) “Reward Currency” – a virtual currency that is awarded to a person or business in exchange for activities such as buying certain products or frequenting a particular merchant, and which can be used subject to certain rules of the Loyalty Program Provider in a purchase transaction other goods or services.

(b) Any other product or service mutually agreed upon

All such products and services listed here in Paragraph 3 or agreed upon in the future shall be (“Products”) herein. PR shall not endorse or permit to be offered as endorsed at its website or events any Rewards Card benefits from sources other than OSL or PR.

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It is also understood there may be pre-existing agreements with members or sponsors that may overlap some of the listed Products.  The PR has provided a list of these agreements in Exhibit B that both parties agree are non-conflicting with this Agreement.

As consideration for the exclusive endorsement and exclusive marketing rights granted by the PR, OSL will provide a share of fees to the PR equal to 4% of fees received by OSL from attendees of events of the PR for any and all of the Products paid Quarterly.  Each rewards member will be assigned an originating source at signup and all member activity is recorded and reported daily.  PR will be given login access to reporting on member activity relating to their source code.  A minimum of $30,000 is guaranteed to be generated within 90 days of June 9, 2013, (the last day of the PR event) and paid by Monday, September 9, 2013 (actually, the 92nd day).  =

5) During the term of this Agreement

a) PR and OSL agree to actively market the Products and as part of this marketing will issue periodic joint press releases after the execution of this agreement, prior to an event and otherwise as needed.  OSL will allocate a minimum of $50,000 of promotional media to a targeted LGBT audience for LA Pride & OSL Rewards.

b) OSL shall have the right to use the words “endorsed” by the PR and an “Exclusive Marketing Partner” of the PR for those areas listed in paragraph 3 and use the PRs logo and any other terms and images mutually agreed upon on its web sites and promotional materials with the PR having final approval for how its logo is used and replicated because it is intellectual property.

i) Additionally the PR will use its best efforts to cross promote the Products on its website and general communication to its attendees and integrate OSL into the “fabric” of the LA Pride event.

c) The PR shall include marketing materials for OSL at events, in newsletters and endorsed emails to be distributed by the PR and/or OSL.

d) OSL & PR will have access to each others’ attendees, sponsors and the PR’s general database to market the Products.  PR will control distribution to its existing database.  OSL will also create a separate database of members and prospects that it will market its Products to.  OSL plans to market through email, direct mail and or other marketing vehicles to PR’s database with PR’s approval.

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e) OSL & PR may also enter into mutually agreed upon additional programs around the PR events that may require assets of PR and OSL.

6) The parties will use their best efforts to jointly market the Products to attendees and potential attendees  of the PR, but neither party shall have any ownership in the database of the other party. Nothing herein shall be construed as to restrict in any way either party’s ability to increase or enhance its database.

7) It is understood and agreed that OSL will be entering into similar marketing agreements with other membership groups and that there are no restrictions on OSL’s ability to do so.

Nothing in this agreement restricts the PR from delivering its general services or fulfilling  its mission.

8) It is also agreed that the endorsement and exclusive marketing rights granted herein by the PR to OSL are integral to OSL’s business strategy and the primary consideration for the fees sharing.

9) The PR will only receive fees sharing for a portion of fees generated by its event attendees.  Due to the fact that OSL will be entering into marketing agreements with other membership groups it is possible that there may be more than one membership group claiming a fees share from a particular member. OSL will use its good faith efforts to resolve any disputes or conflicts in a fair and equitable way and to enact policies and procedures from time to time to avoid, if possible, any conflicts and to resolve them if necessary. Possible solutions may include but are not limited to sharing of pooled fees, first in first out, customer registration, customer choice and others. OSL will establish such policies that in its good faith belief will fairly distribute any overlapping fees claims between appropriate membership groups. OSL’s decisions shall be final, in these cases. OSL shall not be required to distribute in aggregate more than one fees share portion for any one fees item. Additionally it is understood that the PR shall only be entitled to a fees share for fees generated from its members or efforts.

10) The initial term of this Agreement shall be one year from the Term Start Date. The Agreement shall automatically renew for successive one year terms unless terminated in writing 180 days or more prior to renewal pursuant to paragraph 9) below.

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11) In the event of any material default, OSL or the PR shall notify the other party of such default and if such default is not cured within 60 days of receipt of such notice, either party may terminate the Agreement. In the event this Agreement is terminated a)no fees share payments will be due after the date of notice of termination, b)each party will use its good faith efforts to cease representing that an exclusive endorsement or marketing relationship exists and c)neither party shall be restricted from marketing any products or services to any customers.

12) The PR understands that Products are owned by OSL Holdings, Inc. a publicly traded company and is therefore subject to various disclosures, reporting, compliance and securities related rules and regulations and agrees to comply with all such rules and regulations when necessary and not to take any actions that may prevent OSL from complying with such obligations.

13) Choice of Law. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by New York  law, excluding any laws that direct the application of another jurisdiction’s laws.

14) Notice. Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) by facsimile, or (d) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows:

If to: OSL	Attention: Bob Rothenberg,
C/O OSL Holdings, Inc.	President
60 Dutch Hill Road, Suite 15	Fax: (845) 363-6779
Orangeburg NY 10962
If to PR:	Attention: Rodney Scott
c/o PR	Board President
CSW / LA Pride	Fax:  323-969-0761
8235 Santa Monica Boulevard, #302
West Hollywood, California, 90046

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or to such other address as either party may from time to time specify in writing to the other party. Any notice shall be effective only upon delivery, which for any notice given by facsimile shall mean notice which has been received by the party to whom it is sent as evidenced by confirmation slip.

15) Modification of Agreement. This Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by all parties.

16) Entire Agreement. This Agreement and all other agreements, exhibits, and schedules referred to in this Agreement constitute(s) the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the parties. This Agreement may not be contradicted by evidence of any prior or contemporaneous statements or agreements. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation, understanding, agreement, commitment or warranty outside those expressly set forth in this Agreement.

17) Severability of Agreement. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this section, then this stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible.

18) Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies

19) Necessary Acts, Further Assurances. The parties shall at their own cost and expense execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement.

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20) This Agreement may be executed in counterparts and by fax.

21) Headings. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.

22) Each Party shall hold harmless, and indemnify the other Party and its principals, board of directors, officers, agents, consultants, employees, contractors, volunteers and participating event sponsors and rewards’ program participants against any and all loss, liability, damage, or expense, including any direct, indirect or consequential loss, liability, damage, or expense accrued at either the PR event or in conjunction with utilizing the reward card. Neither Party shall be indemnified hereunder for any loss, liability, damage, or expense resulting from its sole negligence or willful misconduct. Notwithstanding the indemnity provisions contained herein, except for a Party’s willful misconduct or sole negligence, each Party shall be responsible for damage to its own components of this agreement.

23) Representation on Authority of Parties/Signatories. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party’s obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms.

Agreed to:	Dated:
Association:
Name:		Title:
OSL Holdings, Inc:
Name:		Title:

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Exhibit A:  Program Overview

We provide businesses with the ability to drive more business by issuing and/or redeeming the Reward Currency to/from customers when shopping at the store or online. The merchant can decide how much Reward Currency to issue or redeem for each item as a percentage of the item price. The percentage allowed for issuance and redemption is subject to the effective program rules as set by the Company. The key benefit for the consumers in the Loyalty Program is the ability to immediately earn and redeem Reward Currency for savings at point of sale without the need to use a specific form of payment. For businesses, the key benefit is the ability to participate in a Loyalty Program that spans across multiple participating merchants enabling access to consumers otherwise not as easily accessible.

The loyalty platform will enable: (a) members to join the OSLH program, use reward currency toward purchases online and at participating brick and mortar locations, and identify participating brick and mortar merchant locations by zip code (b) Issuers to issue currency, (c) merchants to join as issuers and/or redeemers and (d) Partners to manage the database related to all members, Issuers and merchants relationships via reporting portals. Also, the loyalty platform is responsible to provide the functionality to process the loyalty transactions in real-time and apply discounts at the point of purchase. Such processing includes identifying the member, Issuer and merchant related to the transaction, calculating the rules for issuance and redemption for the items purchased, updating the member account balance accordingly, and billing the charges to the merchant account.

Components of Launch in Los Angeles with OF

There are three key aspects of the launch.

1.  Member acquisition and Promotion of Festival

OSL will draw from its access to the entire US consumer databases, partner member bases, media inventory and permissioned email files to acquire new members and promote OF festival.  We will also need to draw from whatever consumer lists that OF has as well as supplementing that list with whatever other available resources that would allow for zip code specific targeted member acquisition (focusing in LA market) for the July launch of program.  We would target the consumer with a performance based deliverable I.e. perhaps an online survey, developed in concert with Outfest, whose completion would trigger an award of reward dollars. We will draw on our relationships with national and local media outlets, and local chambers amongst others to aggressively build the membership base upon signature of agreement with a targeted retail launch date of July 1.

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2. Merchant acquisition

We envision a split effort running concurrently.

A) Brick and mortar:  Initially geographically limited to metro LA and its surrounding environs with immediate focus on retailers with multiple locations as well as where existing relationships exists while supplementing whose efforts with zip code specific acquisition efforts.  We will recruit the local chambers and advocacy groups to assist in introductions and referrals.  We will recruit local feet on the ground that would be compensated by OSL, in the LA market, to focus full time on the acquisition effort. We will develop retail stickers and collateral that promote program participation.

b) Online:   We will divide these efforts by targeting through LGBT outreach to LGBT owned online vendors, current LGBT sponsors, online aggregators that consolidate hotels, spas, flowers, recreational venues /restaurant reservation pickup services as applicable.  The goal is critical mass at date of launch.

3. Brand participation

Through rewards and OF we can demonstrate the power of the LGBT consumer to impact brands.  We can create additional sponsorship opportunities for OF to offer as well as access to OSL’s partners and corporations.  We would look at brands carried by OF participating retailers such as Fresh & Easy ,I.e. develop and promote programs that may be tracked thru our system that validate that strength, drive sales and provide intelligent data, both at store level and by providing incremental data tracking buying patterns outside the primary retail venue.

Bottom line to me is that a well thought out program should offer the LGBT community, OF and OSL the ability to unite and bind that community cohesively so as to leverage that demographic buying power.

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Exhibit B:  Non-Conflicting Agreements

1. Include any additional agreements here

9

EX-10.11

Exhibit 10.11

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Bob Rothenberg, certify that;

1.  I have reviewed this quarterly report on Form 10-Q for the quarter ended February 28, 2013 of OSL Holdings, Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 19, 2013

/s/ Bob Rothenberg

By: Bob Rothenberg

Title: President

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Eric Kotch, certify that;

1.  I have reviewed this quarterly report on Form 10-Q for the quarter ended February 28, 2013 of OSL Holdings, Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 19, 2013

/s/ Eric Kotch

By: Eric Kotch

Title: Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly Report of OSL Holdings, Inc. (the “Company”) on Form 10-Q for the quarter ended February 28, 2013 filed with the Securities and Exchange Commission (the “Report”), I, Bob Rothenberg, President of the Company, and I, Eric Kotch, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.

By:	/s/ Bob Rothenberg
Name:	Bob Rothenberg
Title:	Principal Executive Officer and President
Date:	April 19, 2013

By:	/s/ Eric Kotch
Name:	Eric Kotch
Title:	Principal Financial Officer and CFO
Date:	April 19, 2013

This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Note 8 - Promissory Notes (Detail) (USD $)	Feb. 28, 2013	Oct. 10, 2011	Aug. 08, 2011
Promissory Notes [Member] | Unsecured Debt [Member]
Debt Instrument, Face Amount			24,000
Promissory Notes [Member]
Debt Instrument, Face Amount		240,000
Debt Instrument, Interest Rate, Stated Percentage			8.00%
Long-term Debt, Gross	26,978
Interest Payable	$ 2,978

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Note 3 - Summary of Significant Accounting Policies (Detail) (USD $)	3 Months Ended	5 Months Ended	6 Months Ended	12 Months Ended
	Feb. 28, 2013	Feb. 28, 2013	Feb. 28, 2013	Aug. 31, 2012
Number Of Major Vendor	1
Number of Potential Shares From Convertible Notes (in Shares)			178,889,179	135,076,243
Shares Issued To Employees For Services Provided (in Dollars)				$ 9
Incremental Common Shares Attributable to Contingently Issuable Shares (in Shares)		1,068
Accounts Payable [Member]
Concentration Risk, Percentage	30.00%			32.00%

XML

Note 11 - Subsequent Events (Detail) (USD $)	3 Months Ended	6 Months Ended	12 Months Ended		0 Months Ended	1 Months Ended		3 Months Ended
	May 31, 2013	Feb. 28, 2013	Feb. 28, 2013	Aug. 31, 2012	Mar. 07, 2013 Subsequent Event [Member]	Mar. 21, 2013 Subsequent Event [Member]	Apr. 09, 2013 Subsequent Event [Member]	May 31, 2013 Per Assignee [Member]
Percentage of Fees Received from Rewards Program Paid							4.00%
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares)	8,034,220	10,563,667			6,089			4,017,110
Debt Instrument, Convertible, Conversion Price (in Dollars per share)		$ 0.01	$ 0.01		$ 0.051
Stock Issued During Period, Value, Conversion of Convertible Securities		$ 93,765			$ 313
Shares Issued To Employees For Services Provided				9		125,500
Minimum Amount Guarenteed from Fees from Rewards Program within 90 days			30,000
Stock Issued During Period, Shares, Issued for Services (in Shares)	384,616	1,000
Debt Conversion, Converted Instrument, Amount	$ 84,520							$ 42,260

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Note 2 - Going Concern

6 Months Ended

Feb. 28, 2013

Going Concern [Text Block]

Note 2 – Going Concern

The Company's consolidated financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced losses from operations since inception, does not have significant sources of revenue and has working capital and stockholders’ deficiencies that raise substantial doubt as to its ability to continue as a going concern. The Company has less than $1,000 cash on hand which will is not sufficient to fund ongoing operations. The Company expects a burn rate of at least $125,000 per month and will need to raise at least $500,000 by the end of the third quarter of 2013 to remain in business, of which we can give no assurance of success. The Company has been notified that OSL is in default on the Crisnic Note. The Company and OSL have not received any recent communication on these issues.  As a result, the Company’s independent registered public accounting firm, in its report on the Company’s August 31, 2012 consolidated financial statements, raised substantial doubt about the Company’s ability to continue as a going concern.  The Company's existence is dependent upon management's ability to develop profitable operations and resolve its liquidity problems. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

The Company has no present agreements or commitments with respect to any material acquisitions of other businesses, products, product rights or technologies or any other material capital expenditures. However, it will continue to evaluate acquisitions of and/or investments in products, technologies, capital equipment or improvements or companies that complement its current or planned business and may make such acquisitions and/or investments in the future. The Company will require additional capital, either through debt or private placements, in order to execute its business plan to finance any such acquisitions and/or investments. Such additional financing may not become available on acceptable terms and there can be no assurance that any additional financing that the Company does obtain will be sufficient to meet its needs in the long term. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.

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Note 6 - Secured Promissory Note, In Default (Detail) (USD $)	1 Months Ended
	Dec. 31, 2011	Feb. 28, 2013	Nov. 30, 2012	Aug. 31, 2012	Jan. 03, 2012	Nov. 08, 2011	Nov. 30, 2012 Promissory Notes [Member]	Oct. 10, 2011 Promissory Notes [Member]
Number Of Common Stock Cancelled (in Shares)								14,130
Common Stock Cancelled For Cash								$ 10,000
Debt Instrument, Face Amount								240,000
Repayment Of Debt Initial Amount Paid						50,000
Debt Instrument, Periodic Payment, Principal	25,000
Repayment Of Debt, Final Amount Paid					15,000
Secured Debt, Current		$ 170,000	$ 170,000	$ 170,000
Preferred Stock Issued As Security For Promissory Note (in Shares)		650,001	650,001				650,001

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Note 5 - Senior Secured Convertible Note (Detail) (USD $)	3 Months Ended		6 Months Ended
	May 31, 2013	Feb. 28, 2013	Feb. 28, 2013 Senior Secured Convertible Note [Member]	Oct. 05, 2012 Senior Secured Convertible Note [Member]	Aug. 31, 2012 Senior Secured Convertible Note [Member]	Sep. 19, 2011 Senior Secured Convertible Note [Member]
Debt Instrument, Face Amount						$ 100,000
Debt Instrument, Convertible, Conversion Price (in Dollars per share)		$ 0.01	$ 0.001	$ 0.001
Long-term Debt, Gross			129,050		135,300
Interest Payable			57,300		51,300
Debt Conversion, Converted Instrument, Shares Issued (in Shares)			10,250,000
Debt Conversion, Converted Instrument, Amount	$ 84,520		$ 10,250

XML

Note 7 - Convertible Notes (Detail) (USD $)	3 Months Ended		6 Months Ended	29 Months Ended		3 Months Ended		6 Months Ended	12 Months Ended	6 Months Ended		15 Months Ended		0 Months Ended	2 Months Ended	6 Months Ended		6 Months Ended
	May 31, 2013	Feb. 28, 2013	Feb. 28, 2013	Feb. 28, 2013	Aug. 31, 2012	May 31, 2013 Per Assignee [Member]	Sep. 21, 2012 Convertible Notes Payable [Member] Panache Capital Llc [Member]	Feb. 28, 2013 Asher Enterprises [Member] FY2012 Notes [Member]	Aug. 31, 2012 Asher Enterprises [Member] FY2012 Notes [Member]	Feb. 28, 2013 Asher Enterprises [Member] FY2013 Notes [Member]	Feb. 28, 2013 Asher Enterprises [Member]	Feb. 28, 2013 Asher Enterprises [Member]	Mar. 21, 2013 Asher Enterprises [Member]	Sep. 21, 2012 Panache Capital Llc [Member]	Apr. 26, 2012 Panache Capital Llc [Member]	Feb. 28, 2013 Panache Capital Llc [Member]	Aug. 31, 2012 Panache Capital Llc [Member]	Feb. 28, 2013 Continental Equities Llc [Member]	Sep. 13, 2012 Continental Equities Llc [Member]	Feb. 20, 2012 Continental Equities Llc [Member]
Number Of Convertible Notes Issued									113,000	22,500		4			4
Debt Instrument, Face Amount							$ 30,000				$ 135,500	$ 135,500			$ 250,000				$ 67,000	$ 67,365
Debt Instrument Maturity Period												1 year			1 year
Debt Instrument, Interest Rate, Stated Percentage							10.00%				8.00%	8.00%			10.00%					8.00%
Interest Rate On Past Due Amount							15.00%				22.00%	22.00%			15.00%					18.00%
Minimum Time Before Ability to Convert into Common Stock												180 years
Discount On Average Closing Bid Price											49.00%	49.00%		49.00%	25.00%
Fair Value Of Embedded Beneficial Conversion Feature Of Debentures									251,241	41,431				240,196	83,333	55,241
Cost Of Offering		44,172							138,741	18,931						25,241
Valuation Discount Upon Issuance Convertible Debt									113,000	22,500				40,267		30,000
Amortization of Debt Discount (Premium)			252,624	322,434				52,872	34,338	6,966				174,984		13,008
Debt Discount Offset Against Balance Of Notes								27,590	78,662	15,534						16,992
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares)	8,034,220		10,563,667			4,017,110					30,484					4,018		279,196
Debt Instrument, Convertible, Conversion Price (in Dollars per share)		$ 0.01	$ 0.01	$ 0.01							$ 0.36	$ 0.36				$ 1.00		$ 0.25
Repayments of Debt											10,847					4,018		68,650
Long-term Debt, Gross											133,332	133,332				300,544
Interest Payable											8,679	8,679				24,562
Payment for Complete Releases of All Claims													125,500
Debt Conversion, Converted Instrument, Amount	84,520					42,260
Prepayment Fee On Debt														25.00%	25.00%
Debt Instrument, Unamortized Discount		$ 123,528	$ 123,528	$ 123,528	$ 126,523									$ 65,212			$ 47,861
Notes Redeemable Term														90 days
Percentage of Outstanding Principal and Interest on Note Redeemable														100.00%

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Note 7 - Convertible Notes (Detail) - Convertible Notes Payable (USD $)	Feb. 28, 2013	Aug. 31, 2012
Convertible notes payable	$ 433,876	$ 444,665
Less: note discount	(123,528)	(126,523)
Convertible notes payable, net of discount	310,348	318,142
Asher Enterprises [Member]
Convertible notes payable	133,332	116,600
Panache Capital Llc [Member]
Convertible notes payable	300,544	260,600
Continental Equities Llc [Member]
Convertible notes payable		$ 67,465

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Note 1 - Organization, Nature of Business and Basis of Presentation

6 Months Ended

Feb. 28, 2013

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

Note 1- Organization, Nature of Business and Basis of Presentation

Organization and Nature of Business

OSL Holdings, Inc. (the “Company”) was incorporated under the name Red Rock Pictures, Inc. on August 18, 2006 under the laws of the State of Nevada and was engaged in the business of developing, financing, producing and licensing feature-length motion pictures and direct response infomercials. On June 6, 2008, the Company entered into a stock for stock exchange agreement with Studio Store Direct, Inc. (“SSD”). Pursuant to the stock for stock exchange agreement, the Company acquired 100% of the assets of SSD by issuing 11,000 restricted common shares in exchange for all the issued and outstanding shares of SSD. With the addition of SSD, the Company also operated as a traditional infomercial production and distribution company.

On October 10, 2011, the Company completed a share exchange (the “Share Exchange”) with Office Supply Line, Inc. (“OSL”), a company incorporated in the State of Nevada on September 16, 2010, whereby OSL exchanged all of the issued and outstanding shares of OSL in exchange for 50,000 shares of the Company’s common stock. As part of the Share Exchange, the Company entered into a Share Cancellation Agreement and Release (the "Share Cancellation Agreement") with Crisnic Fund S.A., a Costa Rican corporation (“Crisnic”), and OSL, pursuant to which Crisnic cancelled 14,130 shares of the Company in exchange for $10,000 cash and a Secured Promissory Note of OSL in the principal amount of $240,000 (the "Crisnic Note"). As security for the repayment of the Crisnic Note, the Company contracted to issue into escrow 650,001 shares of Series A Preferred Stock (the "Preferred Shares"), to have been released based on the escrow and default terms of the Crisnic Note. The Company recently discovered that the Preferred Shares were never issued. The Company had been informed by Crisnic and by the Company’s previous counsel that the Preferred Shares had been authorized, issued and held in escrow. Due to delays in raising financing, OSL was unable to meet the original repayment terms of the Crisnic Note. OSL has made intermittent payments and the current balance of $170,000 as of December 1, 2012 is currently due and payable. OSL is a wholly owned subsidiary of the Company. OSL is currently inactive with no assets. The Company and OSL received a written notice of default in accordance with the terms of the Crisnic Note on October 28, 2012.Examination of the Company’s Articles of Incorporation, as amended (the “Articles”), has revealed that the Articles do not authorize any shares of preferred stock.  Accordingly, the Company does not believe that it is legally able to issue the Preferred Shares required by the Share Cancellation Agreement and the Crisnic Note at this time. The Company also takes the position that it is not obligated to issue the Preferred Shares as the intended recipient is the entity that misrepresented the Company’s ability to issue such shares. On February 28, 2013 Crisnic informed the Company it had assigned the Crisnic Note in connection with a settlement. As of the date of this report, the Company has not heard anything further about the notice of default or assignment (see Note 6).

Immediately prior to the Share Exchange, the Company entered into an Asset Assignment Agreement (the "Asset Assignment Agreement") by and among Reno Rolle ("Rolle"), Todd Wiseman ("Wiseman"), former principals of the Company, and Red Rock Direct (an entity managed by Rolle and Wiseman), pursuant to which the Company assigned certain of its assets to Red Rock Direct in consideration of the cancelation of shares of the Company of Rolle (144 shares that had not yet been issued) and Wiseman (5,000  shares due under an employment agreement), pursuant to Share Cancellation Agreements and Releases entered into among each of Rolle (and Lynn Rolle, the wife of Rolle) and Wiseman, the Company and OSL; and the assumption of certain indebtedness of the Company by Red Rock Direct.

For financial statement reporting purposes, the Share Exchange was treated as a reverse acquisition, with OSL deemed the accounting acquirer and the Company deemed the legal acquirer. These financial statements reflect the historical activity of OSL, and the historical stockholders’ equity of OSL has been retroactively restated for the equivalent number of shares received in the Share Exchange after giving effect to the differences in par value offset to additional paid-in capital. In connection with the Share Exchange, OSL is deemed to have issued an additional 1,068 shares of common stock to its stockholders existing prior to the Share Exchange. Reverse merger costs of approximately $649,000 include net liabilities of $408,000 assumed upon the reverse merger and the $250,000 cost of the Share Cancellation Agreement.

On October 17, 2011, the Company changed its name to OSL Holdings Inc. and became a holding company for its operating subsidiaries.

On November 16, 2012, the Board of Directors of the Company unanimously adopted a resolution approving an amendment to the Company’s Articles of Incorporation to effect a one-for-one thousand reverse split of the Company’s outstanding shares of Common Stock.  As a result of the reverse stock split, every one thousand shares of the common stock of the Company were combined into one share of common stock, par value $0.001 (the “Common Stock”) and outstanding shares and per share data have been retroactively adjusted to effect the reverse split as if it occurred at the beginning of the earliest period presented.

On December 4, 2012,the Company amended its Articles of Incorporation to increase the number of authorized shares of Common Stock available for issuance from 120,000,000 to 450,000,000.

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Note 7 - Convertible Notes (Detail) - Convertible Notes Payable (Parentheticals)	Feb. 28, 2013	Aug. 31, 2012
Asher Enterprises [Member]
Convertible notes payable, interest	8.00%	8.00%
Panache Capital Llc [Member]
Convertible notes payable, interest	10.00%	10.00%
Continental Equities Llc [Member]
Convertible notes payable, interest	8.00%	8.00%

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Condensed Consolidated Balance Sheets (USD $)	Feb. 28, 2013	Aug. 31, 2012
Current assets:
Cash	$ 710	$ 202
Prepaid and other assets	2,000	2,000
Total current assets	2,710	2,202
Total assets	2,710	2,202
Current liabilities:
Accounts payable and accrued liabilities	706,220	659,001
Accrued officers compensation	610,000	270,000
Advances from related parties	39,227	14,727
Senior secured convertible note	129,050	135,300
Secured promissory note – in default	170,000	170,000
Convertible notes, net of discount	310,348	318,142
Promissory notes	26,978	26,000
Derivative liability	222,360	250,970
Total current liabilities	2,214,183	1,844,140
Stockholders’ deficit:
Common Stock, $.001 par value; 450,000,000 shares authorized; 77,651,361 and 86,694 shares issued and outstanding at February 28, 2013 and August 31, 2012, respectively	77,651	87
Additional paid-in capital	1,795,077	858,597
Common shares issuable (625,500 and 1,625 shares, respectively)	209,500	102,083
Deficit accumulated during the development stage	(4,293,701)	(2,802,705)
Total stockholders’ deficit	(2,211,473)	(1,841,938)
Total liabilities and stockholders’ deficit	$ 2,710	$ 2,202

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Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) (USD $)	Common Stock [Member]	Additional Paid-in Capital [Member]	Common Shares Issuable [Member]	Retained Earnings [Member]	Total
Balance at Aug. 31, 2012	$ 87	$ 858,597	$ 102,083	$ (2,802,705)	$ (1,841,938)
Balance (in Shares) at Aug. 31, 2012	86,694
Rescission of common stock to be issued for employee compensation		2,083	(2,083)
Common shares issued for services received	1	7,999			8,000
Common shares issued for services received (in Shares)	1,000				1,000
Common shares issued to officers per employment agreements	67,000	603,000			670,000
Common shares issued to officers per employment agreements (in Shares)	67,000,000
Common shares to be issued to private investors			109,500		109,500
Shares issued upon conversion of convertible notes	10,563	83,202			93,765
Shares issued upon conversion of convertible notes (in Shares)	10,563,667				10,563,667
Fair value of beneficial conversion feature of convertible notes upon debt modification		240,196			240,196
Net loss				(1,490,996)	(1,490,996)
Balance at Feb. 28, 2013	$ 77,651	$ 1,795,077	$ 209,500	$ (4,293,701)	$ (2,211,473)
Balance (in Shares) at Feb. 28, 2013	77,651,361

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Note 9 - Derivative Liability (Detail) - Derivative Liabilities at Fair Value (USD $)	6 Months Ended		12 Months Ended
	Apr. 26, 2012	Feb. 28, 2013	Aug. 31, 2012
Risk-free interest rate	0.25%	0.25%	0.25%
Expected volatility	215.00%	164.00%	215.00%
Expected life (in years)	1 year	36 days	244 days
Expected dividend yield	0.00%	0.00%	0.00%
Conversion feature (in Dollars)	$ 96,672	$ 222,360	$ 250,970

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Note 9 - Derivative Liability (Tables)

6 Months Ended

Feb. 28, 2013

Schedule of Derivative Liabilities at Fair Value [Table Text Block]

	At February 28, 2013			At Date of Issuance			At August 31, 2012
Conversion feature :
Risk-free interest rate		0.25	%		0.25	%		0.25	%
Expected volatility		164	%		215	%		215	%
Expected life (in years)		.1			1			.67
Expected dividend yield		0	%		0	%		0	%
Fair Value :
Conversion feature	$	222,360		$	96,672		$	250,970

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Note 10 - Capital Stock (Detail) (USD $)	3 Months Ended			6 Months Ended		29 Months Ended							0 Months Ended		0 Months Ended		0 Months Ended				0 Months Ended		3 Months Ended		6 Months Ended
	May 31, 2013	Feb. 28, 2013	Feb. 29, 2012	Feb. 28, 2013	Feb. 29, 2012	Feb. 28, 2013	Jan. 31, 2013	Dec. 15, 2012	Dec. 04, 2012	Nov. 30, 2012	Aug. 31, 2012	Feb. 28, 2013 Officer [Member]	Jan. 10, 2013 Chief Financial Officer [Member] Monthly [Member]	Jan. 10, 2013 Chief Financial Officer [Member]	Jan. 10, 2013 Chief Executive Officer [Member] Monthly [Member]	Jan. 10, 2013 Chief Executive Officer [Member]	Jan. 10, 2013 President of Planned Data Division [Member] Monthly [Member]	Jan. 10, 2013 President of Planned Data Division [Member]	Jan. 10, 2013 President [Member] Issued Immediately [Member]	Jan. 10, 2013 President [Member] Issued under Stock Certificates [Member]	Jan. 10, 2013 President [Member] Monthly [Member]	Jan. 10, 2013 President [Member]	Feb. 28, 2013 Officer [Member]	Feb. 28, 2012 Officer [Member]	Feb. 28, 2013 Officer [Member]	Feb. 28, 2012 Officer [Member]	Aug. 31, 2012 Officer [Member]
Preferred Stock Issued As Security For Promissory Note		650,001		650,001		650,001				650,001
Common Stock Issuable Upon Conversion Of Each Share Of Convertible Preferred Stock				500,000,000
Common Stock Shares Authorized, Minimum Requested Capital		100		100		100		85,000
Stock Issued During Period, Shares, Conversion of Convertible Securities	8,034,220			10,563,667
Debt Instrument, Convertible, Conversion Price (in Dollars per share)		$ 0.01		$ 0.01		$ 0.01
Stock Issued During Period, Value, Conversion of Convertible Securities (in Dollars)				$ 93,765
Common Stock, Shares, Issued		77,651,361		77,651,361		77,651,361					86,694	67,000,000		21,000,000		21,000,000		10,000,000	7,500,000	7,500,000		15,000,000
Sale of Stock, Price Per Share (in Dollars per share)							$ 0.12	$ 0.20				$ 0.01
Common Stock, Value, Issued (in Dollars)		77,651		77,651		77,651					87	670,000
General and Administrative Expense (in Dollars)		979,900	238,955	1,251,210	325,591	2,876,457																	210,000	131,000	360,000	161,000
Accrued Salaries, Current (in Dollars)		610,000		610,000		610,000					270,000												610,000		610,000		270,000
Officers' Compensation (in Dollars)													15,000		15,000		20,000				20,000
Stock Issued During Period, Shares, New Issues													100,000		100,000		2,000,000				1,500,000
Pecentage Discount on Average Closing Price Determining Conversion Price														70.00%		70.00%		70.00%				70.00%
Severance, Months of Salary Paid														24 months		24 months		12 months				12 months
Severance, Months of Medical Benefits														6 months		6 months		6 months				6 months
Length of Non-Compete Agreement														1 year		1 year		1 year				1 year
Stock Certificates Issued																		5
Number of Shares in Stock Certificate																		2,000,000				1,500,000
Number Of Stock Certificates																						6
Stock Issued During Period, Shares, Issued for Services (in Shares)	384,616			1,000
Stock Issued During Period, Value, Issued for Services (in Dollars)				8,000
Common Stock, Shares Authorized		450,000,000		450,000,000		450,000,000	200,000	425,000	450,000,000		450,000,000
Common Stock Value Issuable (in Dollars)							$ 24,500

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Note 2 - Going Concern (Detail) (USD $)	3 Months Ended
	Feb. 28, 2013
Cash In Hand	less than $1,000
Burn Rate Incurred By Company Per Month	$ 125,000
Fund Requirement For Continuation Of Business	$ 500,000

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)	6 Months Ended		29 Months Ended
	Feb. 28, 2013	Feb. 29, 2012	Feb. 28, 2013
Cash flows from operating activities:
Net loss:	$ (1,490,996)	$ (1,052,168)	$ (4,293,701)
Adjustments to reconcile net loss to cash used in operating activities:
Cost of reverse merger		647,880	647,880
Impairment of website development costs			185,800
Fair value of stock issued upon rescinded acquisition			20,000
Fair value of stock issued for services	8,000		248,000
Stock issued to officers for compensation and services	670,000	35,000	816,333
Debt issuance costs	44,172		189,682
Loss on modification of debt	43,066		43,066
Change in fair value of derivative liability	(125,282)		(132,822)
Amortization of note discount	252,624		322,434
Accrued interest	25,205	6,400	54,805
Non cash interest expense on note conversions			69,101
(Increase) decrease in:
Prepaid and other assets		12,500	10,500
Accrued compensation	340,000	140,000	830,000
Accounts payable and accrued liabilities	47,219	29,786	266,540
Net cash used in operating activities	(185,992)	(180,602)	(722,382)
Cash flows from financing activities:
Advances from related parties	24,500	(1,788)	39,227
Payment of senior secured convertible note		(10,000)	(70,000)
Payment of promissory note			(3,000)
Cash received on issuance of convertible promissory notes	52,500	70,000	453,000
Cash received on issuance of a promissory note		67,365	67,365
Cash received on shares to be issued	109,500	55,000	209,500
Cash received on issuance of common stock			27,000
Net cash provided by (used in) financing activities	186,500	180,577	723,092
Change in cash:
Net (decrease) increase	508	(25)	710
Balance at beginning of period	202	1,147
Balance at end of period	710	1,122	710
Cash paid for:
Income taxes	0	0	0
Interest	0	0	0
Non cash financing activities
Fair value of common shares issued upon conversion of senior secured promissory note	93,765	12,300	109,765
Fair value of common shares issued upon conversion of convertible notes			39,000
Accounts payable assumed on reverse acquisition		265,380	265,380
Acquisition of website for accounts payable			185,800
Promissory notes assumed on reverse acquisition		142,500	142,500
Issuance of note payable on reverse merger		240,000	240,000
Fair value of common shares issued upon conversion of accrued compensation			220,000
Fair value of beneficial conversion feature of convertible notes	240,196		323,528
Derivative liability recorded upon issuance of convertible notes	$ 96,672		$ 355.183

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Condensed Consolidated Balance Sheets (Parentheticals) (USD $)	Feb. 28, 2013	Aug. 31, 2012
Common Stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common Stock, shares authorized (in Shares)	450,000,000	450,000,000
Common Stock, shares issued (in Shares)	77,651,361	86,694
Common Stock, shares outstanding (in Shares)	77,651,361	86,694
Common shares issuable (in Shares)	625,500	1,625

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Note 10 - Capital Stock

6 Months Ended

Feb. 28, 2013

Stockholders' Equity Note Disclosure [Text Block]

Note 10 – Capital Stock

Preferred Stock

As security for the Crisnic Note (see Note 6) due to an uncured event of default, the Company contracted to issue 650,001 Preferred Shares. Each Preferred Share would, among other things as provided in the Certificate of Designations relating to the Series A Preferred Stock: (i) carry voting rights 100 times of the Company’s common stock, (ii) carry no dividends, (iii) carry liquidation preference two times the sum available for distribution to common stock holders, (iv) automatically convert after at such time as the Company has filed a certificate of amendment with the State of Nevada to increase the authorized shares of common stock of the Company to a minimum of 500,000,000 into 100 shares of common stock, and (v) not be subject to reverse stock splits and other changes to the common stock capital of the Company. The Company recently discovered that the Preferred Shares were never issued. The Company had been informed by Crisnic and by the Company’s previous counsel that the Preferred Shares had been authorized, issued and held in escrow. Examination of the Company’s Articles has revealed that the Articles of Incorporation do not authorize any shares of preferred stock. Accordingly, the Company does not believe that it is legally able to issue the Preferred Shares required by the Share Cancellation Agreement and the Crisnic Note at this time. The Company also takes the position that it is not obligated to issue the Preferred Shares as the intended recipient is the entity that misrepresented the Company’s ability to issue such shares. On February 28, 2013 Crisnic informed the Company it had assigned the Crisnic Note in connection with a settlement. As of the date of this report, the Company has not heard anything further about the notice of default or assignment.

Common Stock

Common Stock Issued for Partial Repayment of Secured Convertible Notes

During the six months ended February 28, 2013, the Company issued a total of 10,563,667 shares of Common Stock at an average conversion price of $0.01 or $93,765 in the aggregate, as partial repayment of outstanding indebtedness, as discussed in Notes 5 and 7 above.

Common Stock Issued for Officer Compensation and Services

During the six months ended February 28, 2013, the Company issued a total of 67,000,000 shares of Common Stock to its officers and employees.  The shares were valued at the market price on the respective date of issuance, which averaged $0.01 per share, or $670,000.  The 67,000,000 shares of Common Stock were issued as stipulated in executive employment agreements dated January 2, 2013.

General and administrative costs include $210,000 and $360,000 due and payable under employee agreements with our officers for the three and six month periods ended February 28, 2013.  As of February 28, 2013, $610,000 was accrued and payable to these Officers.   General and administrative costs include $131,000 and $161,000 due and payable under the employee agreements with our Officers for the three and six month periods ended February 29, 2012.  As of August 31, 2012, $270,000 was accrued and payable to these Officers.

Effective January 10, 2013, our Board of Directors approved employment agreements with four of our executive officers and key employees.  These are as follows:

Eric Kotch – Under his new employment agreement, our CFO, Eric Kotch, will receive a monthly cash salary of $15,000. In addition, Mr. Kotch will be issued 100,000 shares of common stock per month.  As additional compensation under the agreement, Mr. Kotch was also issued 21,000,000 shares of common stock on or about January 10, 2013.  At any time during his employ, Mr. Kotch may convert any amounts owed to him under the agreement into shares of common stock at conversion price which is a 70% discount from the average closing price of our common stock during the five trading days preceding the conversion.  If Mr. Kotch is terminated without cause, he will be entitled to 24 months’ salary and six months of medical benefits as a severance.  As part of the agreement, Mr. Kotch agreed to a one year national non-competition covenant.

Eli Feder – Under his new employment agreement, our CEO, Eli Feder, will receive a monthly cash salary of $15,000. In addition, Mr. Feder will be issued 100,000 shares of common stock per month.  As additional compensation under the agreement, Mr. Feder was also issued 21,000,000 shares of common stock on or about January 10, 2013.  At any time during his employ, Mr. Feder may convert any amounts owed to him under the agreement into shares of common stock at conversion price which is a 70% discount from the average closing price of our common stock during the five trading days preceding the conversion.  If Mr. Feder is terminated without cause, he will be entitled to 24 months’ salary and six months of medical benefits as a severance.  As part of the agreement, Mr. Feder agreed to a one year national non-competition covenant.

Steven Gormley – Under his new employment agreement, the President of our planned Data Division, Steven Gormley, will receive a monthly cash salary of $20,000.  As additional compensation under the agreement, Mr. Gormley was also issued 10,000,000 shares of common stock on or about January 10, 2013.  These shares were issued in five stock certificates of 2,000,000 shares each, and will be distributed to Mr. Gormley at a rate of 2,000,000 shares per month commencing February 1, 2013. At any time during his employ, Mr. Gormley may convert any amounts owed to him under the agreement into shares of common stock at conversion price which is a 70% discount from the average closing price of our common stock during the five trading days preceding the conversion.  If Mr. Gormley is terminated without cause, he will be entitled to 12 months’ salary and six months of medical benefits as a severance.  As part of the agreement, Mr. Gormley agreed to a one year national non-competition covenant.

Bob Rothenberg – Under his new employment agreement, our President, Bob Rothenberg, will receive a monthly cash salary of $20,000.  As additional compensation under the agreement, Mr. Rothenberg was also issued 15,000,000 shares of common stock on or about January 10, 2013.  Of these shares, 7,500,000 were delivered to Mr. Rothenberg immediately.  The remaining 7,500,000 shares were issued in six stock certificates of 1,500,000 shares each, and will be distributed to Mr. Rothenberg at a rate of 1,500,000 shares per month commencing February 1, 2013. At any time during his employ, Mr. Rothenberg may convert any amounts owed to him under the agreement into shares of common stock at conversion price which is a 70% discount from the average closing price of our common stock during the five trading days preceding the conversion.  If Mr. Rothenberg is terminated without cause, he will be entitled to 12 months’ salary and six months of medical benefits as a severance.  As part of the agreement, Mr. Rothenberg agreed to a one year national non-competition covenant.

Common Stock Issued for Outside Services

During the six months ended February 28, 2013, the Company issued a total of 1,000 shares of Common Stock for payment of investor relations services of $8,000.  The shares were valued at the invoiced amount of $8,000, which represented the fair value of services provided.

Common Stock Issuable

On December 15, 2012, the Company entered into a private agreement to sell 425,000 shares of the Company’s Common Stock at $0.20 per share, or $85,000.   The Company had not issued the shares as of February 28, 2013.  The amount is classified as Common Stock issuable in the Balance Sheet at February 28, 2013.

On February 1, 2013, the Company entered into a private agreement to sell 200,000 shares of the Company’s Common Stock at $0.12 per share, or $24,500.   The Company had not issued the shares as of February 28, 2013.  The amount is classified as Common Stock issuable in the Balance Sheet at February 28, 2013.

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Document And Entity Information	6 Months Ended
	Feb. 28, 2013	Mar. 26, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	OSL HOLDINGS INC.
Document Type	10-Q
Current Fiscal Year End Date	--08-31
Entity Common Stock, Shares Outstanding		78,282,950
Amendment Flag	false
Entity Central Index Key	0001329957
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Feb. 28, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2

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Note 11 - Subsequent Events

6 Months Ended

Feb. 28, 2013

Subsequent Events [Text Block]

Note 11 – Subsequent Events

On February 13, 2013, the Company entered into a Marketing Agreement (the “OF Agreement”) with Outfest (“OF”) pursuant to which, through OF’s Outfest Los Angeles, the Company agrees to provide with access to a rewards program and for which, for an initial term of one (1) year, in exchange for exclusive endorsement by )OF and exclusive third party marketing rights to OF’s members, the Company will provide OF with 4% of the fees received from OF members’ participation in the Company’s rewards program.

On March 6, 2013, the Company entered into a Marketing Agreement (the “OGL Agreement”) with One Good Love, Inc. (“OGL”) pursuant to which the Company agrees to provide OGL with access to a rewards program and for which, for an initial term of one (1) year, in exchange for exclusive endorsement by OGL and exclusive third party marketing rights to OGL’s members, the Company will provide OGL with 4% of the fees received from OGL members’ participation in the Company’s rewards program.

On March 7, 2013, the Company issued an aggregate of 6,089 shares of its Common Stock at the conversion price of $0.051, or $313 as partial repayment of outstanding indebtedness due to Asher under the Asher Notes (See Note 7).

On March 21, 2013, the Company entered into that certain Assignment, Termination and Release Agreement (the “Assignment Agreement”) by and among the Company; Asher Enterprises, Inc. (“Asher”); Samuel Kotch (“S. Kotch”) and Benjamin Kotch (“B. Kotch”) (S. Kotch and B. Kotch each an “Assignee” and collectively the “Assignees”), each the son of Eric Kotch, the Chief Financial Officer, Secretary, Treasurer and a director of the Company, pursuant to which i) Asher assigned its rights to the Asher Notes, issued pursuant to those certain corresponding securities purchase agreements (the “SPAs”); ii) the Company and Asher agreed to terminate their obligations to one another under the Asher Notes and the SPAs; and iii) the Company and Asher provided one another with complete releases of all claims, in consideration of a payment by the Assignees of $125,500 to Asher.  The Company and the Assignees also entered into that certain Consent to Assignment dated March 21, 2013, whereby the Company consented to the waiver of the requirement under the SPAs that any assignee of the Asher Notes be an accredited investor (See Note 7).

On April 1, 2013 (the “Effective Date”), Eli Feder notified the Company of his resignation as of the Effective Date from the office of Chief Executive Officer of the Company. Mr. Feder will retain his position as a director of the Company.

On April 9, 2013, the Company entered into a Marketing Agreement (the “PR Agreement”) with LA Pride (“PR”) pursuant to which, through PR’s LA Festival (“LA Pride”), the Company agrees to provide with access to a rewards program and for which, for an initial term of one (1) year, in exchange for exclusive endorsement by PR and exclusive third party marketing rights to PR’s members, the Company will provide PR with 4% of the fees received from PR members’ participation in the Company’s rewards program. A minimum of $30,000 is guaranteed to be generated within 90 days of June 9, 2013, (the last day of the PR’s event) and paid by Monday, September 9, 2013 (the 92nd day).

On April 10, 2013, the Company issued 384,616 shares of its common stock to its legal counsel, Richardson & Patel, LLP, in exchange for services rendered, pursuant to a Registration Statement on Form S-8 filed with the Commission on April 10, 2013.

On April 11, 2013, the Assignees each converted a total of $42,260 of Asher Notes in exchange for an issuance of 4,017,110, representing conversion of a total of $84,520 of Asher Notes and an issuance of 8,034,220 shares of the Company’s common stock (See Note 7).

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Condensed Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended		29 Months Ended
	Feb. 28, 2013	Feb. 29, 2012	Feb. 28, 2013	Feb. 29, 2012	Feb. 28, 2013
Revenues	$ 0	$ 0	$ 0	$ 0	$ 0
Operating expenses:
General and administrative expenses	979,900	238,955	1,251,210	325,591	2,876,457
Operating loss	(979,900)	(238,955)	(1,251,210)	(325,591)	(3,062,257)
Other:
Interest expense	(148,711)	(3,900)	(277,830)	(16,400)	(456,341)
Change in value of derivative liability	89,103		125,282		132,822
Costs of rescinded acquisition		(62,297)		(62,297)	(27,297)
Other expense, net	(59,608)	(66,197)	(239,786)	(726,577)	(1,231,444)
Net loss	$ (1,039,508)	$ (305,152)	$ (1,490,996)	$ (1,052,168)	$ (4,293,701)
Net loss per common share
Net loss per common share – basic and diluted (in Dollars per share)	$ (0.03)	$ (4.96)	$ (0.08)	$ (17.26)
Weighted average common shares outstanding – basic and diluted (in Shares)	35,742,376	61,559	17,825,009	60,959

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Note 5 - Senior Secured Convertible Note

6 Months Ended

Feb. 28, 2013

Senior Secured Convertible Note [Text Block]

Note 5 – Senior Secured Convertible Note

The Company assumed a $100,000 senior secured convertible note due (the “Senior Note”) to The Exchange LLC (the “Exchange LLC”), an unrelated company, upon the consummation of the reverse merger. On October 12, 2011, the Company and Exchange LLC entered into Amendment No. 1 (the “Amendment”) to the Senior Note. Pursuant to the Amendment, the maturity date of the Senior Note was extended to October 5, 2012 and the conversion price of the Senior Note was set at $0.001.  Any conversion of debt owed to Exchange LLC under the Senior Note must be approved by the Board of Directors of the Company and in the event that the Board of Directors does not approve such conversion request, the corresponding principal amount shall be due. The Company entered into Amendment No. 2 (“Amendment 2”) to the Senior Note on December 12, 2012, pursuant to which the maturity date of the Senior Note was extended to October 5, 2013 and that the parties agreed that the conversion of the Senior Note shall not be affected by any reverse split of the Company’s Common Stock. There is no material relationship between the Company or its affiliates and Exchange LLC.

As of August 31, 2012 the total remaining balance outstanding due to Exchange LLC under the Senior Note was $135,300, including accrued interest of $51,300.  During the six months ended February 28, 2013, the Company issued a total of 10,250,000 shares of Common Stock at an average conversion price of $0.001 or $10,250 as partial repayment of the Senior Note. As of February 28, 2013, the total remaining balance outstanding due to Exchange LLC under the Senior Note was $129,050, including accrued interest of $57,300.

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Note 4 - Advances from Related Parties

6 Months Ended

Feb. 28, 2013

Related Party Transactions Disclosure [Text Block]

Note 4 – Advances from Related Parties

The Company has received funding from certain related parties to help fund the operating needs of the Company. The balance outstanding as of February 28, 2013 and August 31, 2012 was $39,227 and $14,727, respectively. The loans are non-interest bearing, unsecured and due on demand.

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Note 1 - Organization, Nature of Business and Basis of Presentation (Detail) (USD $)	1 Months Ended
	Oct. 31, 2011	Jun. 30, 2008	Feb. 28, 2013	Jan. 31, 2013	Dec. 15, 2012	Dec. 04, 2012	Nov. 30, 2012	Nov. 16, 2012	Aug. 31, 2012	Jun. 06, 2008	Oct. 31, 2011 Promissory Notes [Member] Cancellation Of Agreement [Member]	Nov. 30, 2012 Promissory Notes [Member]	Oct. 10, 2011 Promissory Notes [Member]	Aug. 08, 2011 Secured Debt [Member] Promissory Notes [Member]
Equity Method Investment, Ownership Percentage										100.00%
Stock Issued During Period, Shares, Restricted Stock Award, Gross		11,000
Subsidiary or Equity Method Investee, Cumulative Number of Shares Issued for All Transactions	50,000
Number Of Common Stock Cancelled (in Shares)											14,130		14,130
Common Stock Cancelled For Cash (in Dollars)											$ 10,000		$ 10,000
Debt Instrument, Face Amount (in Dollars)													240,000	240,000
Preferred Stock Issued As Security For Promissory Note (in Shares)			650,001				650,001					650,001
Secured Debt, Current (in Dollars)			170,000				170,000		170,000
Cancellation Of Stock That Yet Unissued	144
Number Of Shares Due Under Employment Agreement	5,000
Stock Issued During Period, Shares, Other	1,068
Reverse Merger Cost (in Dollars)	649,000
Net Liability Assumed Upon Reverse Merger (in Dollars)	408,000
Cost Of Share Cancellation Agreement (in Dollars)	$ 250,000
Common Stock, Par or Stated Value Per Share (in Dollars per share)			$ 0.001					$ 0.001	$ 0.001
Number Of Authorized Shares Available For Issuance Before Increment						120,000,000
Common Stock, Shares Authorized			450,000,000	200,000	425,000	450,000,000			450,000,000

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Accounting Policies, by Policy (Policies)

3 Months Ended

Feb. 28, 2013

Development Stage Enterprise General Disclosures [Text Block]

Development Stage Company

The Company’s consolidated financial statements are presented as those of a development stage enterprise. Activities during the developmental stage primarily include equity based financing and further implementation of the Company’s business plan. The Company has not generated any revenues since inception.

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

The accompanying consolidated financial statements of the Company include the accounts of OSL Holdings, Inc. and its wholly owned subsidiaries, OSL, OSL Diversity Marketplace, Inc., OSL Rewards Corporation, Red Rock Pictures Inc. and Studio Store Direct Inc. Inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Examples include estimates and assumptions used in valuing derivative liabilities and the value of stock compensation. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.

Fair Value Measurement, Policy [Policy Text Block]

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with the requirements of ASC 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying value of the Company's cash, accounts payable and accrued liabilities, advances from stockholder, senior secured convertible debt, secured note payable and advances from related parties approximates fair value because of the short-term maturity of these instruments.

The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of February 28, 2013.

	Level 1		Level 2		Level 3		Total
Fair value of Derivative Liability	$	–	$	–	$	222,360	$	222,360

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Vendor Concentration

As of February 28, 2013 and August 31, 2012, one vendor represented 30% and 32% of the accounts payable and accrued liabilities balance, respectively.

Income Tax, Policy [Policy Text Block]

Income Taxes

The Company accounts for income taxes pursuant to ASC 740, Income Taxes. Deferred tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

Earnings Per Share, Policy [Policy Text Block]

Earnings or Loss per Share

The Company accounts for earnings per share pursuant to ASC 260, Earnings per Share, which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year. As of February 28, 2013 and August 31, 2012, the Company’s dilutive securities consisted of convertible notes that were convertible into 178,889,179 and 135,076,243 shares of common stock, respectively.  As there was a net loss for the period, basic and diluted loss per share is the same for the three and six months ended February 28, 2013 and February 29, 2012.

Weighted average number of shares outstanding has been retroactively restated for the effects of the reverse stock split, and to reflect the equivalent number of shares received by the accounting acquirer as a result of the reverse merger as if these shares had been outstanding as of the beginning of the earliest period presented. The 1,068 shares issued to the legal acquirer are included in the weighted average share calculation from October 10, 2011, the date of the exchange agreement.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-Based Compensation

The Company periodically issues stock options and warrants to officers, directors and consultants for services rendered. Options vest and expire according to terms established at the grant date.  The Company accounts for share-based payments to officers and directors by measuring the cost of services received in exchange for equity awards based on the grant date fair value of the awards, with the cost recognized as compensation expense in the Company’s financial statements over the vesting period of the awards.  The Company accounts for share-based payments to consultants by determining the value of the stock compensation based upon the measurement date at either (a) the date at which a performance commitment is reached or (b) at the date at which the necessary performance to earn the equity instruments is complete.

Derivatives, Policy [Policy Text Block]

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Black Scholes Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standard Board (FASB) issued Accounting Standards Update (ASU) No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.” This ASU requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. ASU No. 2011-11 will be applied retrospectively and is effective for annual and interim reporting periods beginning on or after January 1, 2013. The Company does not expect adoption of this standard to have a material impact on its consolidated financial statement disclosures.

In July 2012, the FASB issued ASU No. 2012-02, Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment (ASU 2012-02), allowing entities the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. If the qualitative assessment indicates it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is less than its carrying amount, the quantitative impairment test is required. Otherwise, no testing is required. ASU 2012-02 is effective for the Company in the period beginning January 1, 2013. The Company does not expect the adoption of this update to have a material effect on the consolidated financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the Securities Exchange Commission (the “SEC”) did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

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Note 8 - Promissory Notes

6 Months Ended

Feb. 28, 2013

Promissory Notes [Text Block]

Note 8 – Promissory Notes

On August 8, 2011, the Company issued an unsecured promissory note (the “Investor Note”) in the principal amount of $24,000 to a private investor.  The Investor Note is due on demand, bears interest at 8% per annum where interest accrues and is payable in cash upon demand.  

As of February 28, 2013, the total remaining balance outstanding under the Investor Note is $26,978, including accrued interest of $2,978.

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Note 6 - Secured Promissory Note, In Default

6 Months Ended

Feb. 28, 2013

Debt Disclosure [Text Block]

Note 6 – Secured Promissory Note, In Default

As part of the Share Exchange, the Company entered into the Share Cancellation Agreement with Crisnic and OSL. Pursuant to the Share Cancellation Agreement, Crisnic agreed to cancel 14,130 shares in exchange for $10,000 and the Crisnic Note in the principal amount of $240,000. Under the terms of the Crisnic Note, OSL was required to pay Crisnic $50,000 on November 8, 2011, then $25,000 every subsequent week until December 27, 2011, and one final payment of $15,000 on January 3, 2012. The Crisnic Note is non-interest bearing.  Due to delays in raising financing, the Company was unable to meet the original repayment terms of the Crisnic Note. The Company has made intermittent payments and the balance due as of February 28, 2013 and August 31, 2012 was $170,000 which is currently due and payable.

As security for the Crisnic Note, the Company contracted to issue into escrow 650,001 Preferred Shares, to be released either to the Company upon full satisfaction of the Crisnic Note or to Crisnic on the escrow and default terms of the Crisnic Note. The Company recently discovered that the Preferred Shares were never issued. The Company had been informed by Crisnic and by the Company’s previous counsel that the Preferred Shares had been authorized, issued and held in escrow. The Company and OSL received a written notice of default in accordance with the terms of the Crisnic Note on October 28, 2012. Examination of the Articles has revealed that the Articles do not authorize any shares of preferred stock.  Accordingly, the Company does not believe that it is legally able to issue the Preferred Shares required by the Share Cancellation Agreement and the Crisnic Note at this time. The Company also takes the position that it is not obligated to issue the Preferred Shares as the intended recipient is the entity that misrepresented the Company’s ability to issue such shares. On February 28, 2013 Crisnic informed the Company it had assigned the Crisnic Note in connection with a settlement. As of the date of this report, the Company has not heard anything further about the notice of default or assignment.

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Note 7 - Convertible Notes

6 Months Ended

Feb. 28, 2013

Convertible Note [Text Block]

Note 7 – Convertible Notes

Convertible notes payable consist of the following as of February 28, 2013 and August 31, 2012:

	February 28, 2013			August 31, 2012
Convertible notes payable, interest at 8% per annum (A)	$	133,332		$	116,600
Convertible notes payable, interest at 10% per annum (B)		300,544			260,600
Convertible notes payable, interest at 8% per annum (C)		-			67,465
Convertible notes payable		433,876			444,665
Less: note discount		(123,528	)		(126,523	)
Convertible notes payable, net of discount	$	310,348		$	318,142

(A) Asher Enterprises

During the period November 15, 2011 to February 28, 2013, the Company issued four unsecured convertible notes (the “Asher Notes”) to Asher Enterprises (“Asher”) in the aggregate amount of $135,500. The Asher Notes are due after one year and bear interest at 8% per annum where interest accrues and is payable in cash upon maturity provided that the elected conversion to common shares does not occur. Any amount of principal or interest on these Asher Notes which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date until the past due amount is paid.  At any time or times after 180 days from the date of the Asher Notes and until the maturity dates, Asher is entitled to convert any portion of the outstanding and unpaid amount into fully paid and non-assessable shares of Common Stock.  The conversion price will be based on a 49% discount to the average of the three lowest closing bid prices for the Company's Common Stock during the ten trading days immediately preceding a conversion date.

Each of the Asher Notes includes an anti-dilution provision that allows for the automatic reset of the conversion or exercise price upon any future sale of common stock instruments at or below the current exercise price.  The Company considered the current FASB guidance of “Determining Whether an Instrument Indexed to an Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability or whether or not within the issuers’ control, means the instrument is not indexed to the issuers own stock.  Accordingly, the Company determined that the conversion price of the Asher Notes is not a fixed amount because they are subject to fluctuation based on the occurrence of future offerings or events.  As a result, the Company determined that the conversion features are not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as derivative liabilities upon issuance.

During the year ending August 31, 2012, $113,000 of the Asher Notes was issued. The Company determined the initial fair value of the embedded conversion feature of the Asher Notes issued during the year ended August 31, 2012 to be $251,241. This amount was determined by management using a weighted-average Black-Scholes Merton option pricing model. In accordance with current accounting guidelines, the excess of $138,741 of derivative liability created over the face amount of the Asher Notes was considered to be a debt issuance cost during the year ended August 31, 2012. As such the Company recorded an $113,000 valuation discount upon issuance.  During the year ended August 31, 2012, the Company amortized $34,338 of the discount and as of August 31, 2012, the remaining discount of $78,662 is offset against the balance of the notes for financial statement presentation.  During the period ended February 28, 2013 the Company further amortized $52,872 of the discount and as of February 28, 2013, the remaining discount of $27,590 is offset against the balance of the notes for financial statement presentation.

During the six months ended February 28, 2013, $22,500 of the Asher notes was issued. The Company determined the initial fair value of the embedded conversion feature of the Asher Notes issued during the period ending February 28, 2013 to be $41,431. This amount was determined by management using a weighted-average Black-Scholes Merton option pricing model. In accordance with current accounting guidelines, the excess of $18,931 of derivative liability created over the face amount of the Asher Notes was considered to be a debt issuance cost during the period ended February 28, 2013.  As such, the Company recorded a $22,500 valuation discount upon issuance.  During the period ended February 28, 2013 the Company amortized $6,966 of the discount and as of February 28, 2013, the remaining discount of $15,534 is offset against the balance of the notes for financial statement presentation.

During the six months ended February 28, 2013, the Company issued a total of 30,484 shares of Common Stock at an average conversion price of $0.36 or $10,847 as partial repayment of the Convertible Notes. As of February 28, 2013, the total remaining balance outstanding to Asher was $133,332, including accrued interest of $8,679.

On March 21, 2013, the Company entered into that certain Assignment, Termination and Release Agreement (the “Assignment Agreement”) by and among the Company; Asher; Samuel Kotch (“S. Kotch”) and Benjamin Kotch (“B. Kotch”) (S. Kotch and B. Kotch each an “Assignee” and collectively the “Assignees”), each the son of Eric Kotch, the Chief Financial Officer, Secretary, Treasurer and a director of the Company, pursuant to which i) Asher assigned its rights to the Asher Notes, issued pursuant to those certain corresponding securities purchase agreements (the “SPAs”); ii) the Company and Asher agreed to terminate their obligations to one another under the Asher Notes and the SPAs; and iii) the Company and Asher provided one another with complete releases of all claims, in consideration of a payment by the Assignees of $125,500 to Asher.  The Company and the Assignees also entered into that certain Consent to Assignment dated March 21, 2103, whereby the Company consented to the waiver of the requirement under the SPAs that any assignee of the Asher Notes be an accredited investor.

On April 11, 2013, the Assignees each converted a total of $42,260 of Asher Notes in exchange for an issuance of 4,017,110 shares of the Company’s common stock, representing conversion of a total of $84,520 of Asher Notes and the issuance of a total of 8,034,220 shares of the Company’s common stock.

(B) Panache Capital, LLC

During the period March 5, 2012 to April 26, 2012, the Company issued four convertible promissory notes (the "March Panache Notes") to Panache Capital, LLC (the "Panache") for an aggregate amount of $250,000, with 10% annum interest. The Panache Notes are each due after the one year anniversary thereof. All past-due principal of the March Panache Notes bears interest at 15%. There is a 25% prepayment fee. Panache has the right to convert the March Panache Notes, in their entirety or in part, into Common Stock of the Company. The conversion price is based on a 25% discount to the average of the three lowest closing bid prices for the Company's Common Stock during the ten trading days immediately preceding a conversion date. The Company determined the initial fair value of the beneficial conversion feature was $83,333 and was recorded by the Company as a loan discount, which is being amortized as interest expense over the life of the notes.  As of August 31, 2012, the unamortized balance of the March Panache Notes discount was $47,861.

On September 21, 2012, the Company entered into an amendment agreement (the “Panache Amendment”) with Panache which amends the March Panache Notes. Pursuant to the Panache Amendment, the Company had the option, for 90 days after September 21, 2012 (the “Outside Date”), to redeem the March Panache Notes for 100% of their outstanding principal and interest, which it opted not to do. Additionally, Panache was not able, until the Outside Date and absent an event of default, to convert any of the March Panache Notes into Company Common Stock. Each of the March Panache Notes were further amended to permit Panache to convert the March Panache Notes at a price not to fall below a 49% discount to the average of the three lowest closing bid prices for the Company Common Stock during the ten trading days immediately preceding a conversion date. The Company analyzed the current accounting guidance and determined that the modifications constituted a substantial modification of debt terms, and thus, has considered the old loan to be extinguished and a new loan to be incurred. As such, the balance of the valuation discount of $40,267 on September 21, 2012, before modification, was written off and recorded as loss on the modification of debt.

The Company determined, based on the change in the conversion price discussed above, that the fair value of the beneficial conversion feature after modification was approximately $240,196 which was recorded by the Company as a loan discount and being amortized as interest expense over the life of the March Panache Notes. During the period ended February 28, 2013 the Company amortized $174,984 of the discount and as of February 28, 2013, the remaining unamortized discount of $65,212 is offset against the balance of the notes for financial statement presentation.

On September 21, 2012, the Company issued a convertible promissory note (the "September Panache Note" and together with the March Panache Notes, the “Panache Notes”) to Panache in the principal amount of $30,000, with 10% annum interest. The September Panache Note is due after the one year anniversary thereof. All past-due principal of the September Panache Note bears interest at 15%. There is a 25% prepayment fee. Panache has the right to convert the September Panache Note, in its entirety or in part, into Common Stock of the Company. The original conversion price was based on a 49% discount to the average of the three lowest closing bid prices for the Company's common stock during the ten trading days immediately preceding a conversion date.

The September Panache Note includes an anti-dilution provision that allows for the automatic reset of the conversion or exercise price upon any future sale of Common Stock instruments at or below the current exercise price. The Company considered the current FASB guidance of “Determining Whether an Instrument Indexed to an Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability or whether or not within the issuers’ control, means the instrument is not indexed to the issuers own stock. Accordingly, the Company determined that the conversion price of the September Panache Note is not a fixed amount because it is subject to fluctuation based on the occurrence of future offerings or events. As a result, the Company determined that the conversion features are not considered indexed to the Company’s own stock and characterized the fair value of the conversion features as derivative liabilities upon issuance.

The Company determined the initial fair value of the embedded conversion feature of the September Panache Note to be $55,241. This amount was determined by management using a weighted-average Black-Scholes Merton option pricing model. In accordance with current accounting guidelines, the excess of $25,241 in derivative liability created over the face amount of the September Panache Note was considered to be a debt issuance cost during the six months ended February 28, 2013. As such, the Company recorded a $30,000 valuation discount upon issuance.  During the period February 28, 2013, the Company amortized $13,008 of the discount and as of February 28, 2013, the total remaining unamortized discount of $16,992 was offset against the balance of the September Panache Note for financial statement presentation purposes.

During the six months ended February 28, 2013, the Company issued a total of 4,018 shares of Common Stock at an average conversion price of $1.00 or $4,018 in partial repayment of the Panache Notes. As of February 28, 2013, the total remaining balance outstanding to Panache under the Panache Notes was $300,544, including accrued interest of $24,562.

(C) Continental Equities, LLC

On February 20, 2012, the Company issued an unsecured promissory note (the “Profectus Note”) to Profectus, LLC (“Profectus”) in the principal amount of $67,365. The Profectus Note is due on demand and bears interest at 8% per annum where interest accrues. On August 13, 2012, Profectus transferred and assigned the Profectus Note to Continental Equities, LLC (“Continental”). Pursuant to the terms of such transfer and assignment, the Company canceled the Profectus Note and issued a new convertible promissory note (the “Continental Note”) to Continental in the principal amount of $67,000,with a maturity date of June 30, 2013. The interest rate of the Continental Note is 8% per annum through the maturity date. The Continental Note is convertible into shares of the Company’s Common Stock commencing on a date that is 30 days after the issue date of the Continental Note, at a price equal to the average of the lowest two intraday trading prices for the Common Stock during the five trading day period ending one trading day prior to the date the conversion notice is sent by Continental to the Company. The Continental Note is subject to customary anti-dilution and default provisions. In the event the Company defaults in the payment of the Continental Note, the interest rate shall be increased to 18% per annum.

During the six months ended February 28, 2013, the Company issued a total of 279,196 shares of Common Stock at an average conversion price of $0.25 or $68,650 as full repayment of the Continental Note. As of February28, 2013, the balance outstanding to Continental has been repaid.

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Note 9 - Derivative Liability

6 Months Ended

Feb. 28, 2013

Derivative Instruments and Hedging Activities Disclosure [Text Block]

Note 9 – Derivative Liability

In June 2008, the FASB issued authoritative guidance on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock. Under the authoritative guidance, effective January 1, 2009, instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The conversion feature of certain of the Company’s Asher Notes and September Panache Note (described in Note 7), does not have a fixed settlement provision because conversion of the Asher Notes and the September Panache Notes will be lowered if the Company issues securities at lower prices in the future. The Company was required to include the reset provisions in order to protect the holders of the Asher Notes and the September Panache Note from the potential dilution associated with future financings.  In accordance with the FASB authoritative guidance, the conversion feature of the Asher Notes and the September Panache Note was separated from the host contract and recognized as a derivative instrument. The conversion feature of the Asher Notes and the September Panache Note has been characterized as a derivative liability to be re-measured at the end of every reporting period with the change in value reported in the statement of operations.

At the date of issuance and as of February 28, 2013 and August 31, 2012, the derivative liabilities were valued using a probability weighted average Black-Scholes pricing model with the following assumptions:

	At February 28, 2013			At Date of Issuance			At August 31, 2012
Conversion feature :
Risk-free interest rate		0.25	%		0.25	%		0.25	%
Expected volatility		164	%		215	%		215	%
Expected life (in years)		.1			1			.67
Expected dividend yield		0	%		0	%		0	%
Fair Value :
Conversion feature	$	222,360		$	96,672		$	250,970

The risk-free interest rate was based on rates established by the Federal Reserve Bank. The expected volatility was based on the Company’s historical volatility for its common stock.The expected life of the conversion feature of the Asher Notes and the September Panache Note was based on the terms thereof. The expected dividend yield was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the future.

The fair value of derivative liabilities arising upon the issuance of convertible notes during the period ended February 28, 2013 was $96,672, of which $52,500 was recorded as a note discount, and $44,172 was recorded as a debt issuance cost.  The Company determined the fair value of the derivative liabilities to be $222,360 as of February 28, 2013, and the Company recorded a gain for the change in fair value of derivative liabilities of $89,103 and $125,282 in the accompanying statement of operations for the three and six months ended February 28, 2013, respectively.

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Note 9 - Derivative Liability (Detail) (USD $)	3 Months Ended	6 Months Ended
	Feb. 28, 2013	Feb. 28, 2013	Aug. 31, 2012	Apr. 26, 2012
Fair Value Of Derivative Liabilities Arising Upon Issuance Of Convertible Notes	$ 96,672	$ 96,672
Convertible Note Discount	52,500	52,500
Cost Of Offering	44,172
Derivative Liability, Fair Value, Net	222,360	222,360	250,970	96,672
Derivative, Gain on Derivative	$ 89,103	$ 125,282

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Note 7 - Convertible Notes (Tables)

6 Months Ended

Feb. 28, 2013

Schedule of Long-term Debt Instruments [Table Text Block]

	February 28, 2013			August 31, 2012
Convertible notes payable, interest at 8% per annum (A)	$	133,332		$	116,600
Convertible notes payable, interest at 10% per annum (B)		300,544			260,600
Convertible notes payable, interest at 8% per annum (C)		-			67,465
Convertible notes payable		433,876			444,665
Less: note discount		(123,528	)		(126,523	)
Convertible notes payable, net of discount	$	310,348		$	318,142

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Note 3 - Summary of Significant Accounting Policies (Detail) - Certain Investments and Liabilities or Financial Assets Meassured at Fair Value (USD $)	Feb. 28, 2013
Fair value of Derivative Liability	$ 222,360
Fair Value, Inputs, Level 1 [Member]
Fair value of Derivative Liability	0
Fair Value, Inputs, Level 2 [Member]
Fair value of Derivative Liability	0
Fair Value, Inputs, Level 3 [Member]
Fair value of Derivative Liability	$ 222,360

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Condensed Consolidated Statements of Operations (USD $)	6 Months Ended	29 Months Ended
	Feb. 28, 2013	Feb. 28, 2013
Revenues	$ 0	$ 0
Operating expenses:
General and administrative expenses	1,251,210	2,876,457
Impairment of website development costs		185,800
Operating loss	(1,251,210)	(3,062,257)
Other:
Loss on debt modification	(43,066)	(43,066)
Interest expense	(277,830)	(456,341)
Debt issuance costs	(44,172)	(189,682)
Change in value of derivative liability	125,282	132,822
Reverse merger costs		(647,880)
Costs of rescinded acquisition		(27,297)
Other expense, net	(239,786)	(1,231,444)
Net loss	$ (1,490,996)	$ (4,293,701)
Net loss per common share
Net loss per common share – basic and diluted (in Dollars per share)	$ (0.08)
Weighted average common shares outstanding – basic and diluted (in Shares)	17,825,009

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Note 3 - Summary of Significant Accounting Policies

6 Months Ended

Feb. 28, 2013

Significant Accounting Policies [Text Block]

Note 3 – Summary of Significant Accounting Policies

Development Stage Company

The Company’s consolidated financial statements are presented as those of a development stage enterprise. Activities during the developmental stage primarily include equity based financing and further implementation of the Company’s business plan. The Company has not generated any revenues since inception.

Principles of Consolidation

The accompanying consolidated financial statements of the Company include the accounts of OSL Holdings, Inc. and its wholly owned subsidiaries, OSL, OSL Diversity Marketplace, Inc., OSL Rewards Corporation, Red Rock Pictures Inc. and Studio Store Direct Inc. Inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Examples include estimates and assumptions used in valuing derivative liabilities and the value of stock compensation. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with the requirements of ASC 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying value of the Company's cash, accounts payable and accrued liabilities, advances from stockholder, senior secured convertible debt, secured note payable and advances from related parties approximates fair value because of the short-term maturity of these instruments.

The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of February 28, 2013.

	Level 1		Level 2		Level 3		Total
Fair value of Derivative Liability	$	–	$	–	$	222,360	$	222,360

Vendor Concentration

As of February 28, 2013 and August 31, 2012, one vendor represented 30% and 32% of the accounts payable and accrued liabilities balance, respectively.

Income Taxes

The Company accounts for income taxes pursuant to ASC 740, Income Taxes. Deferred tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

Earnings or Loss per Share

The Company accounts for earnings per share pursuant to ASC 260, Earnings per Share, which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year. As of February 28, 2013 and August 31, 2012, the Company’s dilutive securities consisted of convertible notes that were convertible into 178,889,179 and 135,076,243 shares of common stock, respectively.  As there was a net loss for the period, basic and diluted loss per share is the same for the three and six months ended February 28, 2013 and February 29, 2012.

Weighted average number of shares outstanding has been retroactively restated for the effects of the reverse stock split, and to reflect the equivalent number of shares received by the accounting acquirer as a result of the reverse merger as if these shares had been outstanding as of the beginning of the earliest period presented. The 1,068 shares issued to the legal acquirer are included in the weighted average share calculation from October 10, 2011, the date of the exchange agreement.

Stock-Based Compensation

The Company periodically issues stock options and warrants to officers, directors and consultants for services rendered. Options vest and expire according to terms established at the grant date.  The Company accounts for share-based payments to officers and directors by measuring the cost of services received in exchange for equity awards based on the grant date fair value of the awards, with the cost recognized as compensation expense in the Company’s financial statements over the vesting period of the awards.  The Company accounts for share-based payments to consultants by determining the value of the stock compensation based upon the measurement date at either (a) the date at which a performance commitment is reached or (b) at the date at which the necessary performance to earn the equity instruments is complete.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Black Scholes Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standard Board (FASB) issued Accounting Standards Update (ASU) No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.” This ASU requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. ASU No. 2011-11 will be applied retrospectively and is effective for annual and interim reporting periods beginning on or after January 1, 2013. The Company does not expect adoption of this standard to have a material impact on its consolidated financial statement disclosures.

In July 2012, the FASB issued ASU No. 2012-02, Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment (ASU 2012-02), allowing entities the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. If the qualitative assessment indicates it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is less than its carrying amount, the quantitative impairment test is required. Otherwise, no testing is required. ASU 2012-02 is effective for the Company in the period beginning January 1, 2013. The Company does not expect the adoption of this update to have a material effect on the consolidated financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the Securities Exchange Commission (the “SEC”) did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

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Note 4 - Advances from Related Parties (Detail) (USD $)	Feb. 28, 2013	Aug. 31, 2012
Due to Related Parties, Current	$ 39,227	$ 14,727

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Note 3 - Summary of Significant Accounting Policies (Tables)

6 Months Ended

Feb. 28, 2013

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

	Level 1		Level 2		Level 3		Total
Fair value of Derivative Liability	$	–	$	–	$	222,360	$	222,360