10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarter ended: May 31, 2015

[  ] 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: 001-32658

OSL HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Nevada	98-0441032
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
81 Big Oak Road, Suite 116, Yardley, PA	19067-7801
(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 [  ]

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 [  ]

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	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[  ]	Smaller reporting company	[X]
(Do not check if a smaller reporting company)

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

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. As of July 15, 2015 there were 1,027,146,354 shares of common stock, $.001 par value, outstanding.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	F-1
	Condensed Consolidated Balance Sheets as of May 31, 2015 and August 31, 2014 (Unaudited)	F-1
	Condensed Consolidated Statements of Operations for the three months ended May 31, 2015 and 2014 (Unaudited)	F-2
	Condensed Consolidated Statements of Operations for the Period from September 1, 2014 to October 20, 2014, the Period from October 21, 2014 to May 31, 2015, and nine months ended May 31, 2014 (Unaudited)	F-3
	Condensed Consolidated Statements of Cash Flows for the Period from September 1, 2014 to October 20, 2014, the Period from October 21, 2014 to May 31, 2015, and nine months ended May 31, 2014 (Unaudited)	F-4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	F-5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4.	Controls and Procedures	11
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mine Safety Disclosures	13
Item 5	Other Information	13
Item 6.	Exhibits	14
	SIGNATURES	15

2

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” or “SEC” 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;

● “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.

3

CAUTIONARY STATEMENT RELATED TO FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. The Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Quarterly Report on Form 10-Q and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. A list of factors that could cause our actual results of operations and financial condition to differ materially is set forth below:

● Our ability to continue as a going concern.

● Our limited operating history, ability to achieve profitability and history of losses.

● Our need for significant additional capital to fund our business plan.

● Our ability to attract merchants and members to our customer rewards program.

● Economic conditions that have an adverse effect on consumer spending.

● The market price for shares of our common stock has been and may continue to be highly volatile and subject to wide fluctuations and the impact of penny stock rules on the liquidity of our common stock.

We caution that the factors described herein and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

4

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

OSL Holdings Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

	Successor			Predecessor
	May 31, 2015			August 31, 2014
ASSETS
Current Assets:
Cash	$	84,317		$	121,061
Accounts receivable, net of allowance for bad debts of $200,000		279,566			-
Inventory		431,391			676,031
Prepaid expenses and other current assets		16,090			2,478
Total current assets		811,364			799,570
Property and equipment, net		22,261			15,991
Goodwill		594,322			-
Indefinite-lived intangible - trade name		100,000			-
Deposits		36,725			-
Total assets	$	1,564,672		$	815,561
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	1,659,564		$	97,574
Accrued officers’ compensation		583,454			-
Advances from related parties		10,560			-
Secured promissory note in default		170,000			-
Promissory notes with related parties		100,000			-
Convertible notes, net of $2,461,926 discounts		637,277			-
Promissory notes, net of $0 discounts		177,000			-
Derivative liabilities		5,794,515			-
Common shares payable		760,220			-
Total current liabilities		9,892,590			97,574
Total liabilities		9,892,590			97,574
Commitments and contingencies
Stockholders’ Equity (Deficit):
Series A preferred stock, $.0001 par value, 1,000,000 shares authorized, 6 shares issued and outstanding - Successor		-			-
Common stock, $.001 par value, 649,000,000 shares authorized, 647,390,306 shares issued and outstanding - Successor		646,895			-
Common stock - no par, 1,500 shares issued and outstanding - Predecessor		-			1,500
Additional paid-in capital		20,602,430			-
Retained earnings (accumulated deficit)		(29,577,243	)		716,487
Total stockholders’ equity (deficit)		(8,327,918	)		717,987
Total liabilities and stockholders’ equity (deficit)	$	1,564,672		$	815,561

See accompanying notes to the condensed consolidated financial statements.

F-1

OSL Holdings Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	Successor			Predecessor
	Three months			Three months
	Ended			Ended
	May 31, 2015			May 31, 2014
Merchandise sales	$	806,357		$	779,257
Management fee income		75,000			-
Total revenues		881,357			779,257
Cost of mechandise sold		654,756			604,522
Gross profit		226,601			174,735
General and administrative expenses		1,063,164			75,327
Acquisition costs		(90,181	)		-
Total operating expenses		972,983			75,327
Operating loss		(746,382	)		99,408
Change in value of derivative liability		(1,003,220	)		-
Loss on re-establishment of debt		(170,000	)		-
Other expense		(8,333	)		-
Loss on extinguishment of debt		(454,846	)		-
Interest expense		(743,895	)		-
Other expense, net		(2,380,294	)		-
Net income (loss)	$	(3,126,676	)	$	99,408
Net income (loss) per common share:
Net income (loss) per common share - basic and diluted	$	(0.01	)	$	66.27
Weighted average common shares outstanding - basic and diluted		610,813,887			1,500

See accompanying notes to the condensed consolidated financial statements.

F-2

OSL Holdings Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	Nine-month period
	Successor			Predecessor
	Period from			Period from		Nine months
	October 21, 2014			September 1, 2014		Ended
	to May 31, 2015			to October 20, 2014		May 31, 2014
Merchandise sales	$	2,285,940		$	506,668	$	1,871,643
Management fee income		377,500			-		-
Total revenues		2,663,440			506,668		1,871,643
Cost of mechandise sold		2,065,858			374,485		1,431,946
Gross profit		597,582			132,183		439,697
General and administrative expenses		3,660,391			56,195		354,893
Acquisition costs		334,845			-		-
Gain on disposal of assets		(4,718	)		-		-
Total operating expenses		3,990,518			56,195		354,893
Operating income (loss)		(3,392,936	)		75,988		84,804
Change in value of derivative liability		(2,916,979	)		-		-
Gain on settlement of derivative liability		38,170			-		-
Loss on re-establishment of debt		(170,000	)
Other income		25,000			-		-
Loss on extinguishment of debt		(454,846	)		-		-
Interest expense		(1,343,636	)		-		-
Other expense, net		(4,822,291	)		-		-
Net income (loss)	$	(8,215,227	)	$	75,988	$	84,804
Net income (loss) per common share:
Net income (loss) per common share - basic and diluted	$	(0.02	)	$	50.66	$	56.54
Weighted average common shares outstanding - basic and diluted		478,889,890			1,500		1,500

See accompanying notes to the condensed consolidated financial statements.

F-3

OSL Holdings Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine-month period
	Successor			Predecessor
	Period from			Period from			Nine months
	October 21, 2014			September 1, 2014			Ended
	to May 31, 2015			to October 20, 2014			May 31, 2014
Cash flows from operating activities:
Net income (loss)	$	(8,215,227	)	$	75,988		$	84,804
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Employee stock compensation		1,375,974			-			-
Stock issued for acquisition expenses		223,500			-			-
Stock issued for services		38,791			-			-
Loss on re-establishment of debt		170,000			-			-
Loss on extinguishment of debt		454,846			-			-
Gain on settlement of derivative liability		(38,170	)		-			-
Change in fair value of derivative liabilities		2,916,979			-			-
Bad debt expense		200,000			-			-
Depreciation		1,839			77			263
Amortization of note discounts		1,006,656			-			-
Amortization of deferred financing fees		70,005			-			-
Gain on disposal of assets		(4,718	)		-			-
Changes in operating assets and liabilities:
Accounts receivable		(292,566	)		-			-
Inventory		440,048			22,452			(93,370	)
Prepaid expenses and other current assets		(38,541	)		1,671			(3,881	)
Accounts payable and accrued expenses		459,349			76,830			19,859
Accrued compensation - officers		353,697			-			-
Net cash provided by (used in) operating activities		(877,538	)		177,018			7,675
Cash flows from investing activities:
Acquisitions, net of cash acquired		(1,408,033	)		-			-
Proceeds from the disposal of property and equipment		45,000						-
Purchases of property and equipment		(4,900	)		-			(4,300	)
Net cash used in investing activities		(1,367,933	)		-			(4,300	)
Cash flows from financing activities:
Advances from (to) related parties, net		(2,540	)		-			-
Cash received from issuances of convertible notes		297,500			-			-
Cash received from issuance of promissory notes		1,900,000			-			-
Cash received from promissory notes - related parties		20,000			-			-
Repayment of convertible notes		(16,667	)		-			-
Repayments of promissory notes		(78,000	)		-			-
Repayment of promissory notes - related party		(27,500	)		-			-
Cash received on issuances of common stock		307,000			-			-
Distributions to shareholders		-			(80,000	)		-
Cash paid to obtain financing		(70,005	)		-			-
Net cash provided by (used in) financing activities		2,329,788			(80,000	)		-
Net increase in cash and cash equivalents		84,317			97,018			3,375
Cash and cash equivalents at beginning of period		-			121,061			125,033
Cash and cash equivalents at end of period	$	84,317		$	218,079		$	128,408
Supplemental disclosures of cash flow information:
Cash paid for:
Interest	$	90,976		$	-		$	-
Income taxes	$	-		$	-		$	-
Non-cash financing activities:
Common shares issued upon conversion of convertible debt and accrued interest	$	617,904		$	-		$	-
Common shares cancelled upon conversion of equity to convertible debt	$	(120,000	)
Reclassification of derivative liabilities to additional paid-in capital	$	1,520,273		$	-		$	-
Debt discounts originated from derivative liabilities	$	4,872,250		$	-		$	-
Reclassification of common stock to common stock issuable	$	23,000		$	-		$	-
Notes payable converted into convertible debt due to an event of default	$	1,900,000		$	-		$	-
Accrued interest converted into convertible debt due to an event of default	$	97,013		$	-		$	-

See accompanying notes to the condensed consolidated financial statements.

F-4

OSL Holdings Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

Organization and Nature of Business

OSL Holdings Inc. (the “Company” or “OSLH”) was originally 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., a company incorporated in the State of Nevada on September 16, 2010, whereby Office Supply Line, Inc. exchanged all of its issued and outstanding shares 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 Office Supply Line, Inc., pursuant to which Crisnic cancelled 14,130 shares of the Company in exchange for $10,000 cash and a Secured Promissory Note of Office Supply Line, Inc. in the principal amount of $240,000 (the “Crisnic Note”). For financial statement reporting purposes, the Share Exchange was treated as a reverse acquisition. See Note 7.

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 Office Supply Line, Inc.; and the assumption of certain indebtedness of the Company by Red Rock Direct.

On October 17, 2011, the Company changed its name to OSL Holdings Inc.

On October 20, 2014, the Company acquired Go Green Hydroponics Inc. (“GGH”) for $1,800,000 subject to certain post-closing adjustments based on a target working capital amount. Also on that date the Company closed on a debt financing transaction in the amount of $1,900,000, the proceeds of which were used to fund the GGH acquisition and for the Company’s working capital purposes. See Note 2 and Note 9.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America and in accordance with Securities and Exchange Commission (“SEC”) regulations for interim financial reporting. In the opinion of management, these condensed consolidated financial statements contain all adjustments of a normal and recurring nature necessary to provide a fair statement of the financial position, results of operations and cash flows for the periods presented. Results for interim periods should not be considered indicative of results for a full year. These financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended August 31, 2014. The Condensed Consolidated Financial Statements include the accounts of the Company and all of its subsidiaries in which a controlling interest is maintained.

F-5

As a result of the Company’s push-down of its investment basis in GGH arising from the transaction described in Note 2 below, a new basis of accounting was created on October 20, 2014. In these condensed consolidated financial statements, the results of operations and cash flows of GGH for the periods ended on or prior to October 20, 2014 and the financial position of GGH as of balance sheet dates on or prior to October 20, 2014 are referred to herein as “Predecessor” financial information, and the results of operations and cash flows of OSLH/GGH for periods beginning on October 21, 2014 and the financial position of OSLH/GGH as of October 21, 2014 and subsequent balance sheet dates are referred to herein as “Successor” consolidated financial information.

Note 2 – OSLH/GGH Transaction

On October 20, 2014, the Company purchased all of the outstanding common stock of Go Green Hydroponics Inc. (“GGH”, “Go Green”, or “Predecessor”) for a gross amount of $1,800,000, before a working capital adjustment, pursuant to which GGH became the predecessor to the Company.

In conjunction with the GGH acquisition, the Company entered into a debt financing arrangement for $1,900,000. For additional information, see Note 9.

Direct transaction costs associated with the GGH acquisition were $253,495. These costs included $223,500 in common stock issued to TCA Global Credit Master Fund, LP in exchange for advisory services related to the acquisition, and various professional fees and other related costs. These acquisition costs have been expensed as incurred and classified within operating expenses. These transaction costs were substantially all incurred at the time of the acquisition. In addition, during the three months ended May 31, 2015, we recorded a reduction to acquisition costs of $90,181 and for the period from October 21, 2014 to May 31, 2015, we recorded additional acquisition costs of $81,350 due to a make-whole provision in the TCA advisory services fee agreement. See Note 9.

The GGH transaction has been accounted for using the acquisition method of accounting, whereby the total purchase price was allocated to the identifiable net assets acquired based on their respective estimated fair values, and the excess of the purchase price over the estimated fair values of these identifiable net assets was allocated to goodwill. This allocation is preliminary and subject to adjustment based on final assessment of the fair values of the identifiable assets and liabilities acquired. The preliminary estimated fair value of assets and liabilities that were pushed down to GGH was determined by management. The items with the highest likelihood of changing upon finalization of the valuation process are one trade name and goodwill. The adjustments, if any, arising out of the completion of the purchase price allocation will not impact cash flows.

A summary of the preliminary purchase price and opening balance sheet pushed down to GGH as of the October 20, 2014 acquisition date is presented in the tables below:

Gross purchase price	$	1,800,000
Net working capital adjustment		(173,889	)
Net purchase price	$	1,626,111

F-6

Assets acquired and liabilities assumed were as follows:

Cash	$	218,078
Inventory (a)		871,439
Other current assets		2,624
Property and equipment		15,914
Indefinite-lived intangible asset - trade name (b)		100,000
Goodwill (c)		594,322
Accounts payable and accrued expenses		(125,012	)
Other current liabilities		(51,254	)
Net assets acquired	$	1,626,111

(a)	The fair value of inventory reflects an increase of $217,860 from its cost value and was based on an appropriate inventory markup percentage as of the acquisition date.
(b)	This reflects the Go Green trade name that the Company has fair valued utilizing the relief-from-royalty method on the basis that a trade name has a fair value equal to the present value of the royalty income attributable to it. Under this method a benchmark royalty rate is multiplied by the net revenue anticipated from the trade name over the course of the estimated life of the trade name to derive an estimate of the royalty income that could be generated hypothetically by licensing the subject trade name, in an arm’s-length transaction, to a third party. Net revenue used for the valuation of the Go Green trade name is based on management’s forecasts. The Company has determined that the trade name has an indefinite useful life because Go Green is one of the most highly regarded brands in the hydroponics industry and continues to be a profitable business experiencing sales growth. There are no legal, regulatory, contractual, competitive, economic or other factors that the Company is aware of or that it believes would limit the useful life of the trade name.
(c)	The goodwill recognized in conjunction with the GGH transaction is primarily attributable to strategic benefits, including enhanced financial and operational scale, market diversification, customer service and customer satisfaction, and substantial synergies that are expected to be achieved through implementation of GGH’s new technologies in the hydroponics industry.

The Company will review its goodwill and indefinite-lived intangible assets for impairment annually, or sooner, if events or circumstances indicate that the carrying amount of the asset may not be recoverable. If the carrying amounts of goodwill and the Go Green trade name exceed their fair value, an impairment charge would be recognized in an amount equal to that excess.

Since the Company did not make the Internal Revenue Code Section 338(g) election in connection with the taxable stock acquisition of GGH as the tax cost to the Company exceeded the present value of tax savings from such an election, the Company does not receive a stepped-up tax basis in either the acquired net assets to fair value or GGH’s common stock but, rather, a carryover basis. Accordingly, the goodwill and intangible assets that were recognized for accounting purposes arising from the acquisition are not deductible for income tax purposes.

Note 3 – Going Concern

The Company’s condensed 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’ deficits. These circumstances raise substantial doubt as to its ability to continue as a going concern. The Company has $84,317 of cash on hand and therefore must rely on additional financing to fund ongoing operations. Over the next twelve months, the Company expects a burn rate of at least $95,000 per month and will need to raise additional capital by the end of the year 2016 to remain in business. We can give no assurance that our efforts to raise additional capital in the future will be successful. The Company’s existence is dependent upon management’s ability to develop profitable operations and resolve its liquidity problems. The condensed 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.

F-7

The Company will require additional capital, either through debt or private placements, to execute its business plan. Such additional financing may not become available on acceptable terms, or at all. We can give no assurance that any additional financing that the Company does obtain will be sufficient to meet our 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 4 – Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying condensed consolidated financial statements of the Company include the accounts of OSL Holdings Inc. and its wholly-owned subsidiaries, Go Green Hydroponics Inc., Office Supply line, Inc. OSL Diversity Marketplace, Inc., OSL Rewards Corporation, 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 of America 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 fair 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.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of 90 days or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Account balances are charged off against the allowance when it is probable the receivable will not be recovered.

The following table summarizes bad debt expense which is included in general and administrative expenses in the accompanying condensed consolidated statements of operations.

					Nine-month period
	Successor		Predecessor		Successor		Predecessor
	Three months		Three months		Period from		Period from		Nine months
	Ended		Ended		October 21, 2014		September 1, 2014		Ended
	May 31, 2015		May 31, 2014		to May 31, 2015		to October 20, 2014		May 31, 2014
Bad debt expense	$	200,000	$	-	$	200,000	$	-	$	-

F-8

Inventory

Inventories are stated at the lower of cost or market with the cost principally determined using an average cost method. Provisions for potentially obsolete or slow-moving inventory are made based on management’s analysis of inventory levels, historical usage, and market conditions. Inventories consist primarily of finished goods.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. When property and equipment is retired or otherwise disposed of, the net carrying amount is eliminated with any gain or loss on disposition recognized in earnings at that time. Maintenance and repairs are expensed as incurred.

Depreciation is calculated on a straight-line basis using an estimated useful life of the assets of 3 to 5 years. Leasehold improvements are amortized over the shorter of the estimated useful life or lease term.

Impairment of Long-Lived Assets

The Company evaluates the carrying value of long-lived assets to be held and used when events or changes in circumstances indicate the carrying value may not be recoverable. The carrying amount of an asset or asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset and its eventual disposition. In that event, an impairment loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset or asset group.

Goodwill and Intangible Assets

Goodwill reflects the excess of the acquisition cost of GGH over the fair value of tangible and identifiable intangible assets as determined upon the acquisition date. The Company recorded $594,322 of goodwill as a result of the acquisition. The goodwill is non-deductible for tax purposes.

Identifiable intangible assets consist of GGH’s trade name. The trade name is an indefinite-lived intangible asset and consequently is not amortized.

The Company’s annual impairment reviews for goodwill and indefinite-lived intangible assets are performed as of the first day of its fourth quarter. The Company also performs interim reviews when the Company determines that a triggering event has occurred that would more likely than not reduce the fair value of the reporting unit below its carrying value.

The Company uses a two-step impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized (if any). The Step 1 calculation used to identify potential impairment compares the calculated fair value for the Company’s single reporting unit to its book value, including goodwill, on the measurement date. If the fair value of the reporting unit is less than its book value, then a Step 2 calculation is performed to measure the amount of the impairment loss (if any) for the reporting unit.

The Step 2 calculation compares the implied fair value of the goodwill to the book value of goodwill. The implied fair value of goodwill is equal to the excess of the fair value of the reporting unit above the fair value of identified assets and liabilities. If the book value of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess (not to exceed the book value of goodwill).

F-9

Deferred Financing Costs

Costs related to the issuance of debt are capitalized and amortized to interest expense on a straight-line basis over the contractual life of the related debt. These costs were fully amortized as of May 31, 2015.

Revenue Recognition

Revenue is recognized from merchandise sales at the time the customer takes possession of the merchandise and collectability is reasonably assured. Provisions for discounts and rebates to customers, and returns and other adjustments, are provided in the same period that the related sales are recorded.

Management fees are recognized when earned based upon the contractual terms of the management agreements.

Other Income

Other income consists of rental revenue from the leasing of property and equipment. The lease ended in January 2015.

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with 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 unobservable inputs 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 receivable, accounts payable and accrued liabilities, advances from related parties, promissory notes with related parties, convertible notes and promissory notes, approximates fair value because of the short-term maturity of these instruments.

The following table presents financial liabilities of the Company 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 May 31, 2015 and August 31, 2014, respectively.

	Level 1		Level 2		Level 3
Fair value of derivative liabilities - May 31, 2015 - Successor	$	-	$	-	$	5,794,515
Fair value of derivative liabilities - August 31, 2014 - Predecessor	$	-	$	-	$		_

F-10

Earnings or Loss per Share

The Company accounts for earnings per share pursuant to ASC 260 - Earnings per Share, which requires disclosure in 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 period. 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, warrants, and other potentially dilutive securities for each period. Since there was a net loss of the Successor Company for the three months ended May 31, 2015 and the period from October 21, 2014 to May 31, 2015, basic and diluted loss per share is the same. For the Predecessor Company period from September 1, 2014 to October 20, 2014 and the Predecessor Company’s three and nine months ended May 31, 2014, there were no dilutive securities issued or outstanding.

Stock-Based Compensation

The Company periodically issues stock grants, stock options and warrants to officers, directors, employees 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, directors, and employees 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, assuming maximum value, 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 Standards

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations or cash flows.

F-11

Note 5 – Property and Equipment

Property and equipment consisted of the following:

	Successor			Predecessor
	May 31, 2015			August 31, 2014
Furniture and fixtures	$	9,200		$	4,300
Machinery and equipment		19,043			15,919
Transportation equipment		21,950			21,950
Leasehold improvements		13,700			13,700
		63,893			55,869
Less: accumulated depreciation and amortization		(41,632	)		(39,878	)
Property and equipment, net	$	22,261		$	15,991

Note 6 – Accrued Officers’ Compensation

As of May 31, 2015 and August 31, 2014, the Company had accrued compensation for its officers in amounts of $583,454 and $0, respectively. Under the terms of their employment agreements that were executed during the year ended August 31, 2014, the balance is convertible into common stock at a 70% discount of the average trading price 5 days prior to conversion.

Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the convertible feature of the accrued officers’ compensation should be classified as derivative liabilities. The derivative liabilities are subsequently measured at fair value at the end of each reporting period with the change in fair value recorded in earnings. The Company determined the fair value of the embedded conversion feature as of May 31, 2015 and August 31, 2014 to be $1,672,524 and $0.

The following table presents the loss on derivatives that resulted from the change in fair value of the conversion features of the accrued officers’ compensation:

					Nine-month Period
	Successor		Predecessor		Successor		Predecessor
	Three months		Three months		Period from		Period from		Nine months
	Ended		Ended		October 21, 2014		September 1, 2014		Ended
	May 31, 2015		May 31, 2014		to May 31, 2015		to October 20, 2014		May 31, 2014
Loss on derivatives	$	7,606	$	-	$	1,076,063	$	-	$	-

F-12

Note 7 – Secured Promissory Note In Default

In connection with preparing its financial statements for the three months ended May 31, 2015, the Company determined that in fiscal year 2014, it had, in error, written off the secured promissory in default which resulted in an understatement of its liabilities. During the year ended August 31, 2014, the Company understated its liabilities and accumulated deficit by $170,000. The Company corrected this error by re-establishing the liability and recording a loss on re-establishment of debt of $170,000 during the period from October 21, 2014 to May 31, 2015, rather than in the period in which it originated, because the amount of the error, individually and in the aggregate, was not material to the Company’s financial statements for the affected periods.

As part of the Share Exchange discussed in Note 1, the Company entered into the Share Cancellation Agreement with Crisnic and Office Supply Line, Inc. 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, Office Supply Line, Inc. 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. The Company has made intermittent payments and the balance due as of May 31, 2015 and August 31, 2014 was $170,000 which is currently due and payable. Due to delays in raising financing, the Company was unable to meet the original repayment terms of the Crisnic Note. The Company received a written notice of default in accordance with the terms of the Crisnic Note on October 28, 2012.

As security for the Crisnic Note, the Company contracted to issue into escrow 650,001 shares of Series A Preferred Stock (the “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. In 2012, the Company discovered that the Preferred Shares were not authorized in the Company’s Articles of Incorporation (the “Articles”) and 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. On May 31, 2013 Crisnic informed the Company it had assigned the Crisnic Note in to a person who had a claim against Crisnic as partial satisfaction of that person’s claim against Crisnic.

F-13

On March 18, 2014, the Company filed a revised summons with notice with the Supreme Court of the State of New York, County of Rockland against Crisnic Fund, S.A. and Kexuan Yao. The revised summons with notice sought a judgment declaring the Escrow Agreement dated October 10, 2011 among Office Supply Line, Inc., Crisnic Fund, S.A., Red Rock Pictures Holdings, Inc. and Sichenzia Ross, Friedman, Ference, Anslow LLP null and void and declaring Section 5 of the promissory note dated October 11, 2011 by Office Supply Line, Inc. to Crisnic Fund S.A. null and void. Crisnic Fund, S.A. and Kexuan Yao failed to respond to the summons within the statutorily prescribed time period and the Company then moved the Court, pursuant to an Order to Show Cause, for the relief requested in the revised summons with notice. Crisnic Fund, S.A. and Kexuan Yao were duly served with the Order to Show Cause but again failed to respond within the time established by the Court.

In July 2014, the Company received a judgment in its favor whereby the Escrow Agreement dated October 10, 2011, was declared null and void relieving the Company’s obligation to issue into escrow 650,001 shares of Series A Preferred Stock.

Note 8 – Advances from Related Parties

The Company periodically receives funding from related parties to help fund its cash operating needs. The balance outstanding as of May 31, 2015 and August 31, 2014 was $10,560 and $0, respectively. The loans are non-convertible, non-interest bearing, unsecured and due on demand.

For the period from October 21, 2014 to May 31, 2015, the period from September 1, 2014 to October 20, 2014, and nine months ended May 31, 2014, the Company repaid $2,540, $0, and $0, respectively, of net advances from related parties.

Note 9 – Convertible Notes

Convertible notes consisted of the following:

		Successor			Predecessor
		May 31, 2015			August 31, 2014
Convertible notes - Typenex Co.	(E)	$	124,622		$	-
Convertible notes - JSJ Investments	(F)		48,831			-
Convertible notes - EMA Financial	(H)		125,000			-
Convertible notes - Old Main Capital	(I)		256,250			-
Convertible notes - TCA	(J)		2,544,500			-
Less: note discounts			(2,461,926	)		-
Convertible notes, net of discounts			637,277			-
Less: current portion			(637,277	)		-
Convertible notes, net of discounts - non-current		$	-		$	-

(A) – Panache Capital, LLC

The Panache Notes were issued during the period from March 5, 2012 to April 26, 2012. The Panache Notes bear interest at 15%. The Panache Notes are convertible at the option of the holder, in their entirety or in part, into common stock of the Company. The conversion price is 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 Panache Notes include 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 Panache Notes 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 and at the end of each reporting period or termination of the instrument with the change in fair value recorded to earnings.

F-14

The following table presents the activity related to the notes:

	Shares		Average
	Issued for		Conversion					Debt		Principal, Net
	Conversions		Price		Principal			Discounts		of Discounts
Balance - October 21, 2014					$	120,217		$	-	$	120,217
Conversions		51,986,137	$	0.002		(103,550	)		-		(103,550	)
Repayments						(16,667	)		-		(16,667	)
Balance - May 31, 2015					$	-		$	-	$	-

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	206,771
Change in the fair value of derivative liabilities		182,480
Reclassification to APIC due to conversion of related notes		(351,081	)
Gain on settlement of derivative liabilitiy due to repayment of related notes		(38,170	)
Derivative liabilities as of May 31, 2015 - Successor	$	-

(B) – Adar Bays, LLC

On May 12, 2014, the Company issued an unsecured convertible promissory note to Adar Bays, LLC (an accredited investor) in the principal amount of $55,125. The note was issued at a discount of 5%, in exchange for $52,500 cash consideration and bears interest at 8% per annum. The note matured on May 13, 2015. The note became convertible 180 days from the issuance date.

The conversion price was based on a 35% discount to the lowest closing bid price for the ten prior trading days including the day upon which the notice of conversion is received by the Company.

The following table presents the activity related to the notes:

	Shares		Average
	Issued for		Conversion					Debt			Principal, Net
	Conversions		Price		Principal			Discounts			of Discounts
Balance - October 21, 2014					$	55,125		$	(1,467	)	$	53,658
Discounts originated						-			(55,125	)		(55,125	)
Conversions		4,013,559	$	0.014		(55,125	)		-			(55,125	)
Amortization						-			56,592			56,592
Balance - May 31, 2015					$	-		$	-		$	-

Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the convertible feature of the note should be classified as a derivative liability with a corresponding amount recorded as a debt discount. The Company determined the initial fair value of the embedded conversion feature for the Adar Bays Note to be $113,077. The Company recorded a corresponding debt discount of $55,125 and loss on derivatives of $57,952.

F-15

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Debt discounts originated during the period		55,125
Change in the fair value of derivative liabilities		31,864
Reclassification to APIC due to conversion of related notes		(86,989	)
Derivative liabilities as of May 31, 2015 - Successor	$	-

On June 16, 2014, the Company issued an unsecured convertible promissory note to Adar Bays, LLC in the principal amount of $50,000. The note bears interest at 8% per annum. The note matures on June 15, 2015. At any time or times after 180 days from the date of the note and until the maturity dates, the note holder 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 35% discount to the lowest closing bid price for the ten prior trading days including the day upon which the notice of conversion is received by the Company.

The following table presents the activity related to the notes:

	Shares		Average								Principal,
	Issued for		Conversion					Debt			Net of
	Conversions		Price		Principal			Discounts			Discounts
Balance - October 21, 2014					$	50,000		$	-		$	50,000
Discounts originated						-			(50,000	)		(50,000	)
Conversions		17,258,513	$	0.003		(50,000	)		-			(50,000	)
Amortization						-			50,000			50,000
Balance - May 31, 2015					$	-		$	-		$	-

Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the convertible feature of the note should be classified as a derivative liability with a corresponding amount recorded as a debt discount. The Company determined the initial fair value of the embedded conversion feature for the Adar Bays Note to be $74,433. The Company recorded a corresponding debt discount of $50,000 and loss on derivatives of $24,433.

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Debt discounts originated during the period		50,000
Change in the fair value of derivative liabilities		49,798
Reclassification to APIC due to conversion of related notes		(99,798	)
Derivative liabilities as of May 31, 2015 - Successor	$	-

(C) – LG Capital Fund

On May 12, 2014, the Company issued an unsecured convertible promissory note to LG Capital Fund (an accredited investor) in the principal amount of $55,125. The note was issued at a discount of 5%, in exchange for $52,500 cash consideration and bears interest at 8% per annum. The note matured on May 13, 2015. At any time or times after 180 days from the date of the note and until the maturity dates, the note holder 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 35% discount to the lowest closing bid price for the ten prior trading days including the day upon which the notice of conversion is received by the Company.

F-16

The following table presents the activity related to the notes:

	Shares		Average
	Issued for		Conversion					Debt			Principal, Net
	Conversions		Price		Principal			Discounts			of Discounts
Balance - October 21, 2014					$	55,125		$	(1,467	)	$	53,658
Discounts originated						-			(55,125	)		(55,125	)
Conversions		10,407,194	$	0.005		(55,125	)		-			(55,125	)
Amortization						-			56,592			56,592
Balance - May 31, 2015					$	-		$	-		$	-

Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the convertible feature of the note should be classified as a derivative liability with a corresponding amount recorded as a debt discount. The Company determined the initial fair value of the embedded conversion feature for the LG Note to be $113,077. The Company recorded a corresponding debt discount of $55,125 and loss on derivatives of $57,952.

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Debt discounts originated during the period		55,125
Change in the fair value of derivative liabilities		59,544
Reclassification to APIC due to conversion of related notes		(114,669	)
Derivative liabilities as of May 31, 2015 - Successor	$	-

(D) – Union Capital

On June 16, 2014, the Company issued an unsecured convertible promissory note to Union Capital (an accredited investor) in the principal amount of $55,219. The note bears interest at 8% per annum. The note matures on June 15, 2015.

At any time or times after 180 days from the date of the note and until the maturity dates, the note holder 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 35% discount to the lowest closing bid price for the ten prior trading days including the day upon which the notice of conversion is received by the Company.

Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the convertible feature of the note should be classified as a derivative liability with a corresponding amount recorded as a debt discount.

In connection with preparing its financial statements for the three months ended February 28, 2015, the Company discovered an error related to an understatement of its convertible notes. During the year ended August 31, 2014, the Company overstated its convertible debt and understated its additional paid-in capital by $54,219. The Company corrected this error during the period from October 21, 2014 to May 31, 2015, rather than in the period in which it originated, because the amount of the error, individually and in the aggregate, was not material to the Company’s financial statements for the affected periods.

The following table presents the activity related to the notes:

	Shares	Average						Principal,
	Issued for	Conversion				Debt		Net of
	Conversions	Price	Principal			Discounts		Discounts
Balance - October 21, 2014			$	54,219		$	-	$	54,219
Reclassification to APIC				(54,219	)		-		(54,219	)
Balance - May 31, 2015			$	-		$	-	$	-

On June 16, 2014, the Company issued a second unsecured convertible promissory note to Union Capital in the principal amount of $50,000. The note bears interest at 8% per annum. The note matures on June 16, 2015. At any time or times after 180 days from the date of the note and until the maturity dates, the note holder 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 35% discount to the lowest closing bid price for the ten prior trading days including the day upon which the notice of conversion is received by the Company.

Pursuant to the terms of the note, the Company initially reserved 8,000,000 shares of its common stock for conversions under this note (the “Share Reserve”). The Share Reserve is to be replenished as needed. Union Capital will initially submit a conversion notice/request for a tranche of shares to be issued with an agreed to conversion price equal to $1000 (an “Initial Tranche Request”). The shares that are the subject to the Initial Tranche Request may be subsequently reconverted and repriced as follows: (i) Union Capital shall immediately reduce the outstanding balance of the Note by $1,000 and simultaneously send to the Company a live” or “repriced” conversion notice for the $1,000 priced using the conversion formula set forth above (ii) As the balance of the shares in the Initial Tranche Request are converted via the delivery of the “live” or “repriced” conversion notice, the balance of the note shall be reduced using the repriced conversion value. Upon full conversion of this note, any shares remaining in the share reserve shall be cancelled. As of May 31, 2015, there were no shares remaining in the Share Reserve.

The following table presents the activity related to the notes:

	Shares		Average								Principal,
	Issued for		Conversion					Debt			Net of
	Conversions		Price		Principal			Discounts			Discounts
Balance - October 21, 2014					$	50,000		$	-		$	50,000
Discounts originated						-			(50,000	)		(50,000	)
Conversions		15,696,678	$	0.003		(50,000	)		-			(50,000	)
Amortization						-			50,000			50,000
Balance - May 31, 2015					$	-		$	-		$	-

Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the convertible feature of the note should be classified as a derivative liability with a corresponding amount recorded as a debt discount. The Company determined the initial fair value of the embedded conversion feature for the Union Capital Note to be $74,433. The Company recorded a corresponding debt discount of $50,000 and loss on derivatives of $24,433.

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Debt discounts originated during the period		50,000
Change in the fair value of derivative liabilities		31,163
Reclassification to APIC due to conversion of related notes		(81,163	)
Derivative liabilities as of May 31, 2015 - Successor	$	-

F-17

On February 17, 2015, the Company issued a third unsecured convertible promissory note to Union Capital in the principal amount of $50,000. The note bears interest at 8% per annum. The note matures on June 16, 2015. From the date of issuance until the maturity date, the note holder 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 35% discount to the lowest closing bid price for the ten prior trading days including the day upon which the notice of conversion is received by the Company. The Company received net proceeds from the note of $47,500 after the payment of $2,500 in legal fees. These legal fees were recorded as a debt discount.

Pursuant to the terms of the note, the Company initially reserved 8,000,000 shares of its common stock for conversions under this note (the “Share Reserve”). The Share Reserve is to be replenished as needed. Union Capital will initially submit a conversion notice/request for a tranche of shares to be issued with an agreed to conversion price equal to $1000 (an “Initial Tranche Request”). The shares that are the subject to the Initial Tranche Request may be subsequently reconverted and repriced as follows: (i) Union Capital shall immediately reduce the outstanding balance of the Note by $1,000 and simultaneously send to the Company a live” or “repriced” conversion notice for the $1,000 priced using the conversion formula set forth above, and (ii) As the balance of the shares in the Initial Tranche Request are converted via the delivery of the “live” or “repriced” conversion notice, the balance of the note shall be reduced using the repriced conversion value. Upon full conversion of this note, any shares remaining in the share reserve shall be cancelled. As of May 31, 2015, there are no shares remaining in the share reserve.

The following table presents the activity related to the notes:

	Shares		Average								Principal,
	Issued for		Conversion					Debt			Net of
	Conversions		Price		Principal			Discounts			Discounts
Balance - October 21, 2014					$	-		$	-		$	-
Borrowed						50,000			-			50,000
Discounts originated						-			(50,000	)		(50,000	)
Conversions		56,303,322	$	0.001		(50,000	)		-			(50,000	)
Amortization						-			50,000			50,000
Balance - May 31, 2015					$	-		$	-		$	-

Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the convertible feature of the note should be classified as a derivative liability with a corresponding amount recorded as a debt discount. The Company determined the initial fair value of the embedded conversion feature for the Union Capital Note to be $92,308. The Company recorded a corresponding debt discount of $47,500 and loss on derivatives of $44,808.

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Debt discounts originated during the period		47,500
Change in the fair value of derivative liabilities		206,266
Reclassification to APIC due to conversion of related notes		(253,766	)
Derivative liabilities as of May 31, 2015 - Successor	$	-

F-18

(E) – Typenex Co.

On July 1, 2014, the Company entered into a securities purchase agreement with Typenex Co-Investment, LLC, (“Typenex”) for the sale and issuance of a secured convertible promissory note in the principal amount of $535,000 (the “Typenex Note”) and warrants to purchase shares of the Company’s common stock for an aggregate of $267,503 (the “Typenex Warrants”). The Typenex Note matures on September 30, 2015 and carried an Original Issue Discount (“OID”) of $30,000. In addition, the Company agreed to pay $5,000 to Typenex to cover Typenex’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the Typenex Note. Interest is payable on the Typenex Note at 10% per annum. The Typenex Note is exercisable in seven (7) tranches (each, a “Tranche”), consisting of (i) an initial Tranche in an amount equal to $137,500 and any interest, costs, fees or charges accrued thereon or added thereto under the terms of the Typenex Note and the other transaction documents (“Tranche #1”), which was funded by way of a $125,000 initial cash payment to the Company on July 1, 2014, $7,500 of OID and $5,000 in transaction costs, and (ii) six (6) additional Tranches by way of a promissory note issued by Typenex in favor of the Company (each, an “Investor Note”) in the amount of $66,250, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of the Typenex Note. The conversion price for each Tranche conversion into shares of the Company’s common stock shall be the lesser of (i) the Lender Conversion Price of $.07, and (ii) 70% of the average of the three (3) lowest VWAPs (volume weighed average price) in the twenty (20) trading days immediately preceding the applicable conversion (the “Market Price”), provided that if at any time the average of the three (3) lowest VWAPs in the twenty (20) trading days immediately preceding any date of measurement is below $0.01, then in such event the then-current conversion factor shall be reduced by 5% for all future conversions (e.g., 70% to 65%). On the date that is twenty trading days (a “True-Up Date”) from each date the Company delivers installment conversion shares to Typenex, there shall be a true-up where OSLH shall deliver to Typenex additional shares (“True-Up Shares”) if the conversion price as of the True-Up Date is less than the conversion price used in the applicable initial Tranche conversion.

The Company granted Typenex a security interest in those certain Tranches or “Investor Notes” issued by Typenex in favor of the Company on July 1, 2014, in the initial principal amounts of $62,500 each, and any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds thereof. The Investor Notes bear interest at the rate of 8% per annum and mature on September 30, 2015 (15 months after the date they are issued). The Company granted a security interest in the general assets of the Company to Typenex.

In connection with the Typenex Note, the Company entered into a membership interest pledge agreement with Typenex (“Typenex Membership Interest Pledge Agreement”) whereby Typenex pledged its 40% membership interest in Typenex Medical, LLC to the Company to secure Typenex’s performance of its obligations under two promissory notes, issued to the Company by Typenex, each in the principal amount of $62,500.

Under and concurrently with the securities purchase agreement with Typenex, the Company also issued to Typenex warrants to purchase, in the aggregate, a number of shares equal to $267,503 divided by the Market Price as defined in the Typenex Note. The Typenex Warrants may also be exercised by cashless exercise.

Neither the Typenex Note nor warrants are exercisable, however, if the number of shares to be issued to the holder upon such exercise, together with all other shares then owned by the holder and its affiliates, would result in the holder beneficially owning more than 4.99% of our outstanding common stock. This ownership limitation can be increased or decreased to any percentage not exceeding 9.99% by the holder upon 61 days’ notice to us.

The conversion price under the Typenex Note and the exercise price of the Typenex Warrants are subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events. In addition, the conversion price and exercise price is subject to adjustment if we issue or sell shares of our common stock for a consideration per share less than the conversion or exercise price then in effect, or issue options, warrants or other securities convertible or exchange for shares of our common stock at a conversion or exercise price less than the conversion price under the Typenex Notes or exercise price of the Typenex Warrants then in effect. If any of these events should occur, the conversion or exercise price is reduced to the lowest price at which the Company’s common stock was issued or is exercisable.

In conjunction with the funding of Tranche #1 and #2 of the Typenex Note, the Company issued warrants to Typenex and recorded an initial discount on the note in the same amount.

F-19

The following table presents the activity related to the notes:

	Shares Issued for Conversions		Average Conversion Price		Principal			Debt Discounts			Principal, Net of Discounts
Balance - October 21, 2014					$	203,750		$	(162,520	)	$	41,230
Conversions		51,832,997	$	0.002		(79,128	)		-			(79,128	)
Amortization						-			113,528			113,528
Balance - May 31, 2015					$	124,622		$	(48,992	)	$	75,630

Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the warrants and convertible feature of the note should be classified as derivative liabilities with a corresponding amount recorded as a debt discount.

The following table presents the activity related to the warrants and conversion feature derivative liabilities:

			Conversion
	Warrants		Feature			Total
Derivative liabilities as of October 21, 2014 - Successor	$	100,313	$	255,326		$	355,639
Change in the fair value of derivative liabilities		-		255,291			255,291
Reclassification to APIC due to conversion of related notes		-		(321,602	)		(321,602	)
Derivative liabilities as of May 31, 2015 - Successor	$	100,313	$	189,015		$	289,328

(F) – JSJ Investments

On September 3, 2014, the Company issued an unsecured convertible promissory note to an accredited investor in the principal amount of $100,000. The note bears interest at 12% per annum. The note matured on March 1, 2015. At any time or times from the issuance date of the note and until the maturity dates, the note holder 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 45% discount to the lowest daily trading prices for the ten previous trading days to the date of conversion.

The following table presents the activity related to the notes:

	Shares		Average
	Issued for		Conversion					Debt			Principal, Net
	Conversions		Price		Principal			Discounts			of Discounts
Balance - October 21, 2014				$	100,000		$	(72,268	)	$	27,732
Conversions	61,651,357	$	0.001		(51,169	)		-			(51,169	)
Amortization					-			72,268			72,268
Balance - May 31, 2015				$	48,831		$	-		$	48,831

Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the convertible feature of the note should be classified as a derivative liability with a corresponding amount recorded as a debt discount.

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	135,190
Change in the fair value of derivative liabilities		65,573
Reclassification to APIC due to conversion of related notes		(121,523	)
Derivative liabilities as of May 31, 2015 - Successor	$	79,240

F-20

(G) – Mulhearn Assigned Note

In connection with preparing its financial statements for the three months ended February 28, 2015, the Company discovered an error related to an understatement of its convertible notes. During the year ended August 31, 2014, the Company understated its convertible debt and overstated its additional paid-in capital by $50,000.

The Company corrected this error during the three months ended February 28, 2015 rather than in the period in which it originated, because the amount of the error, individually and in the aggregate, was not material to the Company’s financial statements for the affected periods.

On June 21, 2013, the Company issued an unsecured convertible promissory note to Kevin Mulhearn (“Mulhearn Note”) in the principal amount of $200,000, bearing 10% interest per annum. The note was due on December 21, 2013. The note was convertible, in its entirety or in part, into common stock of the Company. The conversion price was the average of the three trading days prior to conversion. On July 18, 2014, $50,000 of the note was assigned to Knightsbridge Law Co Ltd (“Knightsbridge”). On December 2, 2014, Knightsbridge assigned the note to Craig Fischer.

The following table presents the activity related to the notes:

	Shares		Average
	Issued for		Conversion					Debt			Principal, Net
	Conversions		Price		Principal			Discounts			of Discounts
Balance - October 21, 2014					$	-		$	-		$	-
Reclassification from APIC						50,000			-			50,000
Discounts originated						-			(50,000	)		(50,000	)
Conversions		6,000,000	$	0.008		(50,000	)		-			(50,000	)
Amortization						-			50,000			50,000
Balance - May 31, 2015					$	-		$	-		$	-

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Debt discounts originated during the period		50,000
Change in the fair value of derivative liabilities		39,681
Reclassification to APIC due to conversion of related notes		(89,681	)
Derivative liabilities as of May 31, 2015 - Successor	$	-

(H) – EMA Financial

In December 2014, the Company had entered into a Securities Purchase Agreement with EMA Financial, LLC (“EMA”). Pursuant to the terms of the agreement, EMA had the right to convert certain shares that it purchased into a $125,000 promissory note. EMA elected to do so and an aggregate of 19,000,000 shares of common stock were cancelled. On March 16, 2015, the Company issued a 12% convertible promissory note (the “Note”) to EMA. The Note becomes due on June 30, 2015. The Note is convertible (in whole or in part) at EMA’s discretion at any time into shares of the Company’s common stock, at a conversion price equal to the lesser of: (i) $0.0075 per share; or (ii) 70% of the lowest trading price of the Company’s common stock for the 20 days preceding the date of the conversion of the Note. Upon conversion an original issue of discount of $5,000 was recorded.

F-21

The following table presents the activity related to the notes:

	Shares	Average
	Issued for	Conversion			Debt			Principal, Net
	Conversions	Price	Principal		Discounts			of Discounts
Balance - October 21, 2014			$	-	$	-		$	-
Conversions				125,000		-			125,000
Discounts originated				-		(125,000	)		(125,000	)
Amortization				-		50,545			50,545
Balance - May 31, 2015			$	125,000	$	(74,455	)	$	50,545

Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the convertible feature of the note should be classified as a derivative liability with a corresponding amount recorded as a debt discount. The Company determined the initial fair value of the embedded conversion feature for the EMA Note to be $178,571. The Company recorded a corresponding debt discount of $120,000 and a loss on derivatives of $58,571.

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Discounts originated		120,000
Change in the fair value of derivative liabilities		101,428
Derivative liabilities as of May 31, 2015 - Successor	$	221,428

(I) – Old Main Capital

On May 15, 2015, the Company completed the closing of a private placement financing transaction with an accredited investor, pursuant to a securities purchase agreement. Under the terms of the purchase agreement, the investor purchased an aggregate of $256,250 in principal amount of two 10% convertible notes (collectively the “Notes”) with substantially identical terms. The Notes were issued by the Company to the investor in two tranches on May 15, 2015 and May 22, 2015, in the amount of $153,750 and $102,500, respectively. The Notes have an aggregate original issue discount of $6,250, such that the Company received aggregate proceeds of $250,000 upon issuance of the Notes. The Notes mature 12 months after their issuance. Each Note is convertible into shares of the Company’s common stock any time after four months from the date of issuance of each respective Note, at a conversion price that is equal to 60% of the average of the three lowest traded prices of the Company’s common stock during the prior fifteen trading days. In the event of default of a Note, the Company may be required to convert all or part of the respective Note at a conversion price that is equal to 55% of the average of the three lowest traded prices of the Company’s common stock during the prior twenty trading days. As of May 15, 2015 the notes are not convertible.

Under the terms of the securities purchase agreement, the investor has a right of first refusal, exercisable for four business days after notice to the investor, to participate in any subsequent financing conducted by the Company in an amount equal to 100% of the total amount to be raised in such subsequent financing, on the same terms, conditions and price provided to other investors in the subsequent financing.

F-22

The following table presents the activity related to the notes:

	Shares	Average
	Issued for	Conversion			Debt			Principal, Net
	Conversions	Price	Principal		Discounts			of Discounts
Balance - October 21, 2014			$	-	$	-		$	-
Borrowings				256,250		-			256,250
Discounts originated				-		(6,250	)		(6,250	)
Amortization				-		226			226
Balance - May 31, 2015			$	256,250	$	(6,024	)	$	250,226

(J) – TCA Debenture

On October 20, 2014 (the “TCA Effective Date”), we borrowed an initial $1,900,000 from TCA Global Credit Master Fund, LP (“TCA”) and issued a senior secured convertible redeemable debenture to TCA in the original principal amount of $1,900,000 (the “TCA Debenture”) pursuant to the terms of a securities purchase agreement we entered into with TCA (the “TCA SPA”). We agreed to borrow up to maximum of $5,000,000 in one or more closings at TCA’s sole discretion (each a “Funding”) under the TCA SPA. Our subsidiaries, Office Supply Line, Inc., OSL Diversity Marketplace, Inc., OSL Rewards Corporation, and Go Green Hydroponics Inc. (“GGH”) (collectively the “Subsidiary Guarantors”) signed the TCA SPA as joint and several guarantors. We issued $223,500 worth of our unregistered shares of common stock to TCA upon the TCA Effective Date, in exchange for advisory services previously provided to us, with the price per share valued at the lowest volume weighted average price for our common stock for the 5 business days immediately prior to the TCA Effective Date (the “TCA Initial Shares”). We agreed to issue additional shares of our unregistered common stock to TCA in the event that TCA does not realize $223,500 of net proceeds from the sale of the TCA Initial Shares. The amount of additional shares issued would only be the amount required for TCA to meet the $223,500 threshold upon their sale. If after twelve months, TCA has not realized net proceeds totaling $223,500 from the sale of the TCA Initial Shares, and the additional shares if applicable, then we agreed to redeem TCA’s remaining shares upon written notice for an amount sufficient for TCA to reach the $223,500 threshold. Further, we agreed to pay a 2% transaction fee to TCA for each Funding, which will be subtracted from the principal amount of each respective Funding, as well as a one-time due diligence fee of $8,000 and legal fees of $15,000 to TCA. These fees were recorded as deferred financing fees in the amount of $70,005. The TCA SPA also contains additional covenants, representations, conditions precedent, and other provisions that are customary of securities purchase agreements.

We used $1,800,000 from the proceeds of the TCA Debenture to finance our purchase of GGH.

The TCA Debenture bears interest at the rate of 11% per annum, has a maturity date of October 20, 2015 (“TCA Maturity Date”), and was funded by TCA in cash on October 20, 2014. We may redeem the TCA Debenture at any time prior to the TCA Maturity Date, by giving written notice to TCA three business days beforehand, and by paying the entire outstanding amount plus related fees on the third business day. We agreed to make monthly payments of principal, interest, and a redemption premium in the amount of $11,400, subject to a 5% late charge if we do not pay within the 5 day grace period of each monthly payment.

The interest rate under the TCA Debenture will increase to 18% per annum, and TCA may accelerate full repayment of the TCA Debenture upon the occurrence of an event of default. An event of default includes, but is not limited to: (i) our failure to pay any amount due under the TCA Debenture, (ii) an assignment by us for the benefit of our creditors, (iii) any court order appointing a receiver, liquidator, or trustee for us (subject to a 30 day cure period), (iv) any court order adjudicating us insolvent (subject to a 30 day cure period), (v) our filing of a bankruptcy petition, (vi) the filing of a bankruptcy petition against us (subject to a 30 day cure period), (vii) we admit we cannot pay our debts, or (vii) we breach the TCA Debenture or TCA SPA (each a “TCA Event of Default”).

The TCA Debenture is convertible by TCA into shares of our common stock at any time while the TCA Debenture is outstanding, if agreed upon by us and TCA, or in TCA’s sole discretion upon a TCA Event of Default. If a TCA Event of Default occurs, TCA may convert the TCA Debenture at the conversion price for each share of 85% multiplied by the lowest volume weighted average price for our common stock during the 5 trading days prior to the relevant notice of conversion (“TCA Conversion Price”). The TCA Conversion Price is subject to adjustment upon certain events, including but not limited to stock splits, dividends, the sale of all or substantially all of our assets, reclassification of our common stock, and our effectuation of a merger or consolidation. TCA does not have the right to convert the TCA Debenture into our common stock if such conversion would result in TCA’s beneficial ownership exceeding 4.99% of our outstanding common stock at that time. During the time that the TCA Debenture is outstanding, we have agreed to reserve the total number of shares of our common stock that would be issuable if the entire TCA Debenture was converted at that time. The TCA Debenture also contains waiver, notice, and assignment provisions that are customary of convertible debentures.

F-23

The TCA SPA, TCA Debenture, and all future debentures issued pursuant to the TCA SPA are guaranteed by the Subsidiary Guarantors pursuant to separately signed guaranty agreements (the “TCA Guaranty Agreements”). The TCA Guaranty Agreements contain representations, warranties, covenants, and other provisions that are customary of guaranty agreements. The TCA SPA, TCA Debenture, and all future debentures issued pursuant to the TCA SPA are secured by a security interest in all of the Subsidiary Guarantors’ assets, whether now existing or hereafter acquired, pursuant to separately signed security agreements (the “TCA Security Agreements”). The TCA Guaranty Agreements contain representations, warranties, covenants, and other provisions that are customary of security agreements.

The Company, as well as Robert Rothenberg (“Rothenberg”), our Chief Executive Officer and Director, Eli Feder (“Feder”), our Chief Corporate Development Officer and Director, and Steve Gormley (“Gormley”), our Chief Business Development Officer and Director (collectively, the “Pledging Parties”), have signed pledge agreements (the “TCA Pledge Agreements”), whereby the Pledging Parties pledged to TCA as additional security for the TCA Debenture all of their right, title and interest in, and provided a first priority lien and security interest on (i) all outstanding shares of common stock of the Subsidiary Guarantors owned by us and (ii) a total of 60,000,000 shares of our common stock owned by the Pledging Parties.

On April 29, 2015 the Company received a notice of default from TCA due to the Company’s failure to make the scheduled April 2015 payment in accordance with the terms and provisions of the TCA Debenture. The default resulted in an acceleration of interest, fees, and associated costs related to the debenture that resulted in an increase to the principal amount of the debt to $2,544,500. In addition, under terms of the debenture, the note became convertible and was therefore reclassified from promissory notes to convertible notes in the accompanying May 31, 2015 balance sheet. On May 18, 2015, the Company cured the default upon entering into a second amendment to the TCA Debenture (the “TCA 2^nd Amendment”). The modification to the terms of the TCA debenture were accounted for as an extinguishment of debt with the adjustment to the carrying amount of the debt including $97,103 of accrued interest, recorded as a loss on extinguishment of debt for the period. Pursuant to the terms of the TCA 2^nd Amendment the TCA Debenture was also divided into two separate notes in the principal amounts of $250,000 and $2,294,500. These notes bear the same terms as the original TCA Debenture. The TCA debenture was separated to facilitate the sale of the notes to Redwood Capital. See Note 17.

The following table presents the activity related to the notes:

	Shares	Average
	Issued for	Conversion			Debt			Principal, Net
	Conversions	Price	Principal		Discounts			of Discounts
Balance - October 21, 2014			$	-	$	-		$	-
Borrowings				1,900,000		-			1,900,000
Loss on extinguishment of debt				547,397		1,693,714			2,241,111
Reclassification of accrued interest				97,103		-			97,103
Discounts originated				-		(4,444,500	)		(4,444,500	)
Amortization				-		418,327			418,327
Balance - May 31, 2015			$	2,544,500	$	(2,332,459	)	$	212,041

F-24

Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the convertible feature of the notes should be classified as a derivative liability with a corresponding amount recorded as a debt discount. The Company determined the initial fair value of the embedded conversion feature for the TCA Note to be $2,567,568. The Company recorded a corresponding debt discount of $1,900,000 and a loss on derivatives of $667,568.

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Discounts originated		4,444,500
Gain on extinguishment of debt		(1,786,265	)
Change in the fair value of derivative liabilities		821,743
Derivative liabilities as of May 31, 2015 - Successor	$	3,479,978

(K) – Redwood Capital

On May 15, 2015, the Company completed the closing of a private placement financing transaction with Redwood Capital (“Redwood”), an accredited investor, pursuant to a Securities Purchase Agreement (the “SPA”). Under the terms of the SPA, Redwood will purchase an aggregate of up to $2,870,000 in principal amount of twelve Notes beginning in June 2015. The Notes purchased pursuant to the SPA have an aggregate original issue discount of $70,000, such that the Company will receive aggregate proceeds of $2,800,000 if all of the Notes contemplated by the SPA are issued. See Note 17 for additional information.

Note 10 – Promissory Notes

	May 31, 2015								August 31, 2014
						Promissory							Promissory
						Notes							Notes
	Promissory			Note		Net of			Promissory		Note		Net of
	Notes			Discounts		Discounts			Notes		Discounts		Discounts
December 12, 2013 Note	$	5,000		$	-	$	5,000		$	-	$	-	$	-
March 13, 2014 Note		100,000			-		100,000			-		-		-
May 1, 2014 Note		15,000			-		15,000			-		-		-
Mulhearn Note		57,000			-		57,000			-		-		-
Total promissory notes		177,000			-		177,000			-		-		-
Less: current portion		(177,000	)		-		(177,000	)		-		-		-
Promissory notes, non-current	$	-		$	-	$	-		$	-	$	-	$	-

May 1, 2013 Note

On May 1, 2013, the Company issued an unsecured promissory note in the principal amount of $10,000 to a private investor. The note was due on demand, bore interest at 12% per annum where interest accrued and was payable in cash upon demand. During the period from October 21, 2014 to May 31, 2015 the Company repaid the outstanding balance in full. As of May 31, 2015 the total remaining balance outstanding under the note was $0.

December 12, 2013 Note

On December 12, 2013, the Company issued an unsecured promissory note to a private investor. The note was due and payable on January 12, 2014. The past due principal of this note bears interest at the rate of 15% per annum.

F-25

March 13, 2014 Note

On March 13, 2014, the Company issued an unsecured promissory note in the principal amount of $100,000 with an interest rate of 3% per annum to a private investor in exchange for $50,000 cash. The difference between the note amount and the cash received, or $50,000, was recorded as a debt discount that was amortized to interest expense over the term of the note. The promissory note matured on March 12, 2015. The past due principal of this note bears interest at the rate of 12% per annum. On June 26, 2015, the Company approved the assignment of the note. See Note 17.

As additional consideration, the Company issued warrants to purchase of 200,000 shares of common stock without any additional consideration. The warrants are exercisable when the Company share price reaches $0.50.

Under ASC 815-15 “Derivatives and Hedging”, the warrants initial relative fair value was recorded as a derivative liability with a corresponding debt discount.

The following table presents the activity related to the warrant derivative liability:

Derivative liability as of October 21, 2014 - Successor	$	2,000
Change in the fair value of derivative liability		(140	)
Derivative liability as of May 31, 2015 - Successor	$	1,860

During the period from October 21, 2014 to May 31, 2015, the Company amortized $38,576 of the debt discounts to interest expense.

May 1, 2014 Note

On May 1, 2014, the Company issued an unsecured promissory note in the principal amount of $15,000 in exchange for $10,000 in cash consideration. The promissory note bore no interest and was due on August 1, 2014. All past due principal on this note bears interest at 12% per annum. The difference between the cash received and note amount, or $5,000, was recorded as a debt discount and was amortized to interest expense over the term of the note.

As additional consideration, the Company issued warrants to purchase of 160,000 shares of common stock without any additional consideration. Under ASC 815-15 “Derivatives and Hedging”, the warrants initial relative fair value was recorded as a derivative liability with a corresponding debt discount.

The following table presents the activity related to the warrant derivative liability:

Derivative liability as of October 21, 2014 - Successor	$	1,600
Change in the fair value of derivative liability		(112	)
Derivative liability as of May 31, 2015 - Successor	$	1,488

Mulhearn Note

On July 10, 2014, the Company issued an unsecured promissory note to Kevin Mulhean (the “Mulhearn Note) in the principal amount of $339,612. The note accrued no interest per annum and was due and payable on January 31, 2019. Payments made prior to September 1, 2014 were to be applied to the outstanding balance by the payment amount multiplied by 2. Any payments made between September 1, 2014 and December 31, 2014 would be applied to the outstanding balance by the payment amount multiplied by 1.75. Any payments made between January 1, 2015 and March 31, 2015 were to be applied to the outstanding balance by the payment amount multiplied by 1.5. Any payments made between April 1, 2015 and June 30, 2015 were to be applied to the outstanding balance by the payment amount multiplied by 1.25; and any payments made after June 30, 2015 were to be applied to the outstanding balance without a multiplier. On June 26, 2105, the Company approved partial assignment of the note to an accredited investor. See Note 17.

F-26

As consideration for the Mulhearn Note, the Company issued warrants for the purchase of 9,333,333 shares of common stock exercisable without any additional consideration. As of May 31, 2015, 4,333,333 of those warrants remain outstanding. Under ASC 815-15 “Derivatives and Hedging”, the warrants initial relative fair value was recorded as a derivative liability with a corresponding debt discount.

The following table presents the activity related to the warrant derivative liability:

Derivative liability as of October 21, 2014 - Successor	$	43,333
Change in the fair value of derivative liability		(3,033	)
Derivative liability as of May 31, 2015 - Successor	$	40,300

On September 15, 2014, the Company entered into an agreement with Kevin Mulhearn, under which Mr. Mulhearn agreed to reduce the amount then due under the Mulhearn Note to $125,000. During the period from October 21, 2014 to May 31, 2015, the Company repaid $68,000 principal of the Mulhearn Note.

Note 11 – Promissory Notes with Related Parties

On August 8, 2011, the Company issued an unsecured promissory note in the principal amount of $24,000 to a related party. The promissory note is due on demand, bears interest at 8% per annum where interest accrues and is payable in cash upon demand. As of May 31, 2015, the total remaining balance outstanding was $24,000.

On April 15, 2013, the Company issued an unsecured promissory note in the principal amount of $6,000 to a related party. The promissory note is due on demand, bears interest at 12% per annum where interest accrues and is payable in cash upon demand. As of May 31, 2015, the total remaining balance outstanding was $6,000.

On May 13, 2013, the Company issued a promissory note in an aggregate principal amount equal to $20,000 to a related party. The promissory note accrues simple interest at a rate of 12% per annum and is due on demand. All past-due principal shall bear interest until paid at the maximum non-usurious interest rate that at any time may be contracted for, taken, reserved, charged, or received on the indebtedness evidenced by the promissory note (the Maximum Rate) or, if no Maximum Rate is established by applicable law, at the rate of 15% per annum.

The occurrence of any one of the following events are deemed an event of default: (a) the Company shall fail to pay when due any principal of the promissory note; or (b) the Company shall: (i) apply for or consent to the appointment of a receiver, trustee, or intervenor, custodian or liquidator of all or a substantial part of its assets, (ii) be adjudicated as bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, (v) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization, or insolvency proceeding, or any action for the purpose of effecting any of the foregoing; or (vi) an order, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition appointing a receiver, trustee, intervenor or liquidator of all of its assets, and such order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) days.

As of May 31, 2015, the total remaining balance outstanding under the promissory note was $20,000.

F-27

On May 28, 2013, the Company issued a demand promissory note (the “Demand Note”) in an aggregate principal amount equal to $50,000 (the Demand Note Principal Amount) to an accredited investor and related party, which is secured by all intellectual and personal property of the Company. The Demand Note accrues simple interest at a rate of 12% per annum, is due and payable on any future date on which the holder of the Demand Note (the “Demand Noteholder”) demands repayment (the “Due Date”). Unpaid principal after the Due Date accrues interest at a rate of 16% annually until paid. The occurrence of any one of the following events will be deemed an event of default: (a) the failure of the Company to pay the Demand Note Principal Amount and any accrued interest in full on or before the Due Date; (b) the death of the Demand Noteholder; (c) the filing of bankruptcy proceedings involving the Company as a debtor; (d) the application for the appointment of a receiver for the Company; (e) the making of a general assignment for the benefit of the Company’s creditors; (f) the insolvency of the Company; or (g) a misrepresentation by the Company to the Demand Noteholder for the purpose of obtaining or extending credit.

As of May 31, 2015, the total remaining balance outstanding under the Demand Note was $50,000.

During the period from October 21, 2014 to May 31, 2015, the Company received proceeds of $20,000 and made repayments of $27,500 to a related party. As of May 31, 2015, the total remaining balance outstanding due to this related party was $0.

Note 12 – Derivative Liabilities

In connection with the sale of debt or equity instruments, the Company may issue options or warrants to purchase our common stock. In certain circumstances, these options or warrants may be classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument 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 features of certain of the Company’s convertible notes do not have a fixed settlement provision because conversion of the notes will be adjusted if the Company issues securities at lower prices in the future. The Company included the reset provisions in order to protect the holders of the notes from the potential dilution associated with future financings. In accordance with the FASB authoritative guidance, the conversion features of notes were separated from the host contract and recognized as a derivative instrument.

The Company’s derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occur. For options, warrants and bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using a probability weighted average Black-Scholes pricing model, assuming maximum value. Maximum value was computed using the stock price on the date of the transaction and at each balance sheet date.

The following table summarizes the aggregate derivative liabilities included in the consolidated balance sheet:

Derivative liabilities as of October 21, 2014 - Successor	$	1,349,994
Debt discounts originated during the period		4,872,250
Gain on extinguishment of debt		(1,786,265	)
Reclassification to APIC due to conversion of related notes		(1,520,273	)
Change in the fair value of derivative liabilities		2,916,979
Gain on settlement of derivative liability due to repayment of note		(38,170	)
Derivative liabilities as of May 31, 2015 - Successor	$	5,794,515

The change in the fair value of derivative liabilities in the table above includes a $3,915 gain on derivative liabilities related to outstanding warrants.

F-28

Note 13 – Capital Stock

Series A Preferred Stock

On February 13, 2015 the Company filed a Certificate of Designation (the “Designation”) of Preferences, Rights and Limitations of Series A Preferred Stock with the Secretary of State of Nevada for the purpose of amending the Company’s Certificate of Incorporation to establish the preferences, limitations, powers and relative rights of the Company’s Series A Preferred Stock (the “Series A Preferred”). The Designation became effective upon filing with the Secretary of State of Nevada on February 13, 2015. The Company issued each of its three directors two shares of the Series A Preferred.

The Series A Preferred Stock has a stated value of $0.0001 per share and does not have a liquidation preference such that holders of shares of Series A Preferred Stock shall not be entitled to receive any assets of the Company upon liquidation, dissolution or winding up of the Company. The Series A Preferred Stock is not convertible into common stock and is not eligible for dividends.

Holders of shares of Series A Preferred Stock are entitled to vote with holders of the Company’s common stock, such that holders of shares of Series A Preferred Stock shall have the number of votes on all matters submitted to shareholders of the Company that is equal to such number of votes per share of Series A Preferred Stock that, when added to the votes per share of all other shares of Series A Preferred Stock, shall equal 50.1% of the outstanding voting capital (inclusive of the votes of holders of the Company’s common stock) at the time of the vote or written consent of shareholders.

The Company recorded stock-based compensation expense of $531,259 and a corresponding increase to additional paid-in capital as a result of the issuance of the Series A Preferred Stock. The fair value of the preferred shares was determined based upon the quoted market price of the Company’s common stock multiplied by the number of outstanding common shares on February 13, 2015, the date of the issuance of the preferred stock. Because the rights of the preferred stock conveys to its owners a controlling interest in the Company but does not convey any claims to the residual assets of the Company, the preferred stock was assigned a value equal to a 15% control premium over and above the market value of the Company’s common stock.

On June 1, 2015 the Company also amended the Company’s Certificate of Incorporation to increase its number of authorized common shares from 649,000,000 to 1,947,000,000.

There were no equity transactions related to the Predecessor Company during any Predecessor period presented.

Common Stock - Successor

The following table presents a summary of common stock activity for the period:

	October 21, 2014 to May 31, 2015
	# Shares			Amount
Employee compensation		30,950,000		$	844,715
Reclassification for unissued shares to employees		(400,000	)		(23,000	)
Services from outside parties		5,844,685			38,791
Acquisition advisory services		15,284,916			223,500
Issuances for cash		29,098,715			307,000
Cancellation of shares for equity to debt conversion		(19,000,000	)		(120,000	)
Conversions of debt and accrued interest		275,149,757			648,467
Totals		336,928,073		$	1,919,473

F-29

Common Shares Issued for Employee Compensation

During the period from October 21, 2014 to May 31, 2015, the Company issued to current officers of the Company, pursuant to their employment agreements, a total of 30,150,000 shares of its restricted common stock valued at $843,195 in the aggregate. During the period from October 21, 2014 to May 31, 2015, the Company reclassified $23,000 from equity to common shares payable for 400,000 shares that were earned but not issued to the officers.

During the period from October 21, 2014 to May 31, 2015, the Company issued to employees of the Company a total of 800,000 shares of its restricted common stock valued at $1,520 in the aggregate.

Common Shares Issued for Services from Outside Parties

During the period from October 21, 2014 to May 31, 2015, per terms of consulting agreements the Company issued to a certain unaffiliated parties a total of 5,844,685 shares of its restricted common stock valued at $38,791 in the aggregate.

On October 22, 2014, the Company issued to TCA Global Credit Master Fund LP a total of 15,284,916 shares of its restricted common stock valued at $223,500 in exchange for advisory services. See Note 9.

Common Shares Issued for Cash

During the period from October 21, 2014 to May 31, 2015, the Company issued to certain unaffiliated parties a total of 29,098,715 shares of its restricted common stock valued at $307,000 in the aggregate.

Common Shares Cancelled upon Conversion to Debt

During the period from October 21, 2014 to May 31, 2015, the Company cancelled 19,000,000 shares of restricted common stock in exchange for a convertible note payable to EMA Financial. See Note 9.

Common Shares Issued upon Conversion of Convertible Notes and Accrued Interest

During the period from October 21, 2014 to May 31, 2015, the Company issued 275,149,757 shares of its restricted common stock upon conversion of $544,097 of convertible debt principal and $73,807 of accrued interest.

Common Shares Payable

Common shares payable represents contractual obligations incurred by the Company to issue common shares. The liability represents shares that have been earned but not yet issued either in certificate, electronic or book entry form.

	Successor				Successor
	May 31, 2015				August 31, 2014
	# Shares		Amount		# Shares		Amount
Common shares due to employees		23,900,000	$	725,450		-	$	-
Common shares due to debt holders		2,500,000		25,000		-		-
Common shares due to consultants		450,000		9,770		-		-
		26,850,000	$	760,220		-	$	-

During the second quarter of 2015, the Company reclassified 400,000 shares of common stock in the amount of $23,000 from additional paid-in capital to common shares payable.

F-30

Note 14 – Stock Warrants and Options

There were no warrants issued or outstanding related to the Predecessor Company for any Predecessor period presented.

A summary of warrant activity of the Successor Company for the period from October 21, 2014 to May 31, 2015 is presented below:

	Number of		Weighted Average
	Warrants		Exercise Price
Outstanding at October 21, 2014 - Successor		10,357,333	$	-
Warrants granted		1,413,999		0.137
Warrants exercised		-		-
Warrants expired or forfeited		-		-
Outstanding at May 31, 2015 - Successor		11,771,332	$	0.017
Exercisable at May 31, 2015		11,771,332	$	0.017

Information relating to outstanding warrants of the Successor Company at May 31, 2015, summarized by exercise price, is as follows:

		Outstanding						Exercisable
Exercise Price				Life		Weighted Average				Weighted Average
Per Share		# Shares		(Years)		Exercise Price		# Shares		Exercise Price
	$0.0 - $0.07		11,771,332		1.27	$	0.017		11,771,332	$	0.017

The aggregate intrinsic value of outstanding warrants as of May 31, 2015 was $52,018.

On March 11, 2015 the Company granted 20,000,000 stock warrants to a consultant. For the stock options to vest, certain performance targets must be met. Since the performance targets were not communicated and agreed upon prior to May 31, 2015, for accounting purposes the options were not deemed to have been granted and consequently no expense was recognized during the periods presented.

Note 15 – Commitments and Contingencies

Litigation

On June 20, 2014, Marc Moscowitz filed a Complaint in the Supreme Court of the State of New York for Rockland County (Index No. 032738/14) against the Company seeking judgment in favor of Mr. Moscowitz in the amount of $30,000 with interest from August 7, 2011 as to $24,000 and interest from April 13, 2013 as to $6,000 and attorney’s fees and expenses as a result of the Company’s alleged failure to pay such amounts to the plaintiff due under two promissory notes issued by the Company in favor of Mr. Moscowitz. On June 25, 2014, Mr. Moscowitz and Lou Ross Holdings, LLC filed a Notice of Motion for Summary Judgment in Lieu of Complaint in the Supreme Court of the State of New York for Rockland County (Index No. 032742/2014) against the Company seeking judgment in favor of Mr. Moscowitz in the amount of $50,000 with interest from May 24, 2013 at the rate of 12% per annum and a judgment in favor of Lou Ross Holdings, LLC in the amount of $10,000 with interest from May 15, 2013 at the rate of 12% per annum and attorney’s fees and expenses as a result of the Company’s alleged failure to pay such amounts to the plaintiffs due under a promissory note issued by the Company in favor of the respective plaintiffs. On September 15, 2014 the parties signed a Stipulation of Settlement whereby the Company agreed to pay Moscowitz the sum of $62,000 and Lou Ross the sum of $10,000. Although the Company paid Mr. Moscowitz and Lou Ross Holdings, LLC $10,000, it did not pay the full $72,000 and on December 11, 2014 the Court entered a judgment in the sum of $77,000 together with interest from September 15, 2014 together with the costs and disbursements of this action. The Company is seeking to have the ordered amended to reflect the balance due based on the $10,000 payment made.

On December 1, 2014, Dolores Moscowitz filed a Complaint in the Supreme Court of the State of New York, Rockland County (Index No. 035437/14), against the Company seeking judgment in her favor in the amount of $20,000 with interest from May 13, 2013, as a result of the Company’s alleged failure to repay such amounts to Ms. Moscowitz due pursuant to a loan issued to the Company. On February 17, 2015, the Court entered a default judgment in Ms. Moscowitz’s favor in the amount of $23,675, which total includes interest through the date of judgment and costs.

F-31

Other than aforementioned, we are currently not 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

Joint Venture Agreement

On May 14, 2015, the Company and Cheryl Shuman entered into a Joint Venture Agreement (the “Shuman Agreement”), whereby the Company and Ms. Shuman set forth the terms and conditions under which they will form a number of joint ventures relating to a number of industries including, but not limited to, luxury conferences and events. In addition to other contributions to be made by the Company and Ms. Shuman, the Company agreed to issue 1,000,000 shares of its common stock with a grant date fair value of $11,700 to Ms. Shuman upon execution of the Shuman Agreement. This stock compensation has not been recorded in these financial statements

Note 16 – Income Taxes

As of May 31, 2015 and August 31, 2014, as a result of the acquisition of GGH, the Company recorded (a) non-deductible goodwill of $594,322 and (b) intangible assets of $100,000 representing the Go Green trade name. There were no other significant differences between financial reporting and tax bases of assets and liabilities. The Company will have tax losses available to be applied against future years’ income as result of the losses incurred. However, due to the losses incurred in the period and expected future operating results, management determined that it is more likely than not that the deferred tax asset resulting from the tax losses available for carry forward will not be realized through the reduction of future income tax payments. Accordingly a 100% valuation allowance has been recorded for deferred tax assets. Net operating loss carry forwards were $9,489,541 and $0 as of May 31, 2015 (Successor) and August 31, 2014 (Predecessor), respectively, and will begin expiring in 2030.

Deferred tax assets consisted of the following as of May 31, 2015 and August 31, 2014:

	Successor			Predecessor
	2015			2014
Net operating losses	$	3,321,339		$	-
Valuation allowance		(3,321,339	)		-
Net deferred tax assets	$	-		$	-

Note 17 – Subsequent Events

On June 1, 2015, the Company filed with the Nevada Secretary of State a Certificate of Amendment to its Articles of Incorporation which increased the number of shares of the Company’s authorized common stock from 649,000,000 to 1,947,000,000. The amendment was approved by the Company’s board of directors and the holders of a majority of the Company’s voting power on April 17, 2015.

F-32

Issuance of Unregistered Shares of Common Stock

Between June 1, 2015 and July 10, 2015, the Company issued an aggregate of 333,342,240 shares of the Company’s common stock upon conversion of $484,724 of convertible notes principal and interest. The issuances did not result in any proceeds to the Company as the funds were received upon the original issuance of the underlying convertible notes.

Between June 1, 2015 and July 10, 2015, the Company issued an aggregate of 11,000,000 shares of the Company’s common stock to a Company employee as compensation valued at $92,400.

Between June 1, 2015 and July 10, 2015, the Company issued to certain unaffiliated parties in exchange for services received a total of 34,493,472 shares of its restricted common stock valued at $321,841.

On June 1, 2015 the Company issued 80,000 shares of its restricted common stock upon the cashless exercise of stock warrants.

On June 2, 2015 the Company issued 840,336 shares of its restricted common stock valued at $30,000. The issuance did not result in any proceeds to the Company since the funds were previously received.

Issuance of Debt

On May 15, 2015, the Company completed the closing of a private placement financing transaction with Redwood Capital (“Redwood”), an accredited investor, pursuant to a securities purchase agreement (the “SPA”). Under the terms of the SPA, Redwood will purchase an aggregate of up to $2,870,000 in principal amount of twelve Notes. The Notes purchased pursuant to the SPA have an aggregate original issue discount of $70,000, such that the Company will receive aggregate proceeds of $2,800,000 if all of the Notes contemplated by the SPA are issued.

The first tranche under the SPA was closed on June 1, 2015, with the Company issuing Redwood a Note in the principal amount of $75,000. The second through fourth tranches were closed on June 8, 2015, June 15, 2015 and June 22, 2015, with the Company issuing Notes to Redwood each in the principal amount of $75,000 per tranche. The fifth through tenth tranches are scheduled to close on the 15^th of each month thereafter, beginning on July 15, 2015, with the Company issuing Notes to Redwood each in the principal amount of $300,000 per tranche, provided that there is no default on any of the notes, and other conditions set forth in the notes are satisfied by the Company. The eleventh and twelfth tranches will be closed on the 15^th of January and February, 2016, respectively, with the Company issuing notes to Redwood each in the principal amount of $350,000 per tranche, provided that there is no default on any of the notes, and other conditions set forth in the Notes are satisfied by the Company.

Interest on the notes will accrue in the amount of 10% of the outstanding principal amount, and the term of each note is one year from the date of issuance. Each note is convertible into shares of the Company’s common stock any time after four months from the date of issuance of each respective note, at a conversion price that is equal to 60% of the average of the three lowest traded prices of the Company’s common stock during the prior fifteen trading days. In the event of default of a note, the Company may be required to convert all or part of the respective note at a conversion price that is equal to 55% of the average of the three lowest traded prices of the Company’s common stock during the prior twenty trading days.

Under the terms of the SPA, Redwood has a right of first refusal, exercisable for four business days after notice to the respective investor, to participate in any subsequent financing conducted by the Company in an amount equal to 100% of the total amount to be raised in such subsequent financing, on the same terms, conditions and price provided to other investors in the subsequent financing.

F-33

Debt Purchase Agreement with TCA/Redwood

On June 1, 2015, TCA entered into a debt purchase agreement with Redwood under which TCA agreed to sell and Redwood agreed to purchase the senior secured convertible debenture held by TCA in the principal amount of $2,544,500. The debt will be purchased by Redwood in 10 tranches beginning on June 1, 2015 and then subsequently every 20 days until the entire principal amount has been purchased. During the period from June 1, 2015 to July 14, 2015, Redwood purchased $375,000 of debt from TCA and converted $352,739 of principal into shares of the Company’s common stock.

Concurrently, with the purchase agreement described above, on June 1, 2015, the Company and Redwood entered into an exchange agreement under which the Company will issue to Redwood replacement notes for each tranche of debt that Redwood purchases from TCA.

Assignments of Debt

On June 26, 2015 the Company approved the assignment of the March 13, 2014 promissory note in the amount of $100,000.

On June 26, 2015 the Company approved the partial assignment of the Mulhearn promissory note in the amount of $42,000 to an accredited investor.

F-34

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

Overview

Our business is predicated on a socially conscious business model dedicated to consumer advocacy, social activism and the advancement of civil liberties through the power of commerce. We specialize in serving affluent, liberal and libertarian consumer groups, a constituency that we believe responds to cause marketing and activism. The Company has developed and launched two distinct business units to effectuate its mission: Equality Rewards, a technology platform delivering consumer rewards programs; and, OSL Medical Services, a management, future planning and services platform centered on the development and financing of indoor gardens and cultivation facilities, production technologies, merchandise and operational services for businesses in the herbal and natural medicine industry. OSL Medical Services is designed to support its clients with branding, technology, marketing, logistics, and future planning services on a state-by-state basis throughout the United States.

EQUALITY REWARDS DIVISION

Equality Rewards is a platform agnostic consumer rewards program designed to advance minority civil rights through the power of commerce. The technology behind Equality Rewards constitutes a commerce driven, interactive social network powered by consumer transactions. The Equality Rewards’ social network attracts, aggregates and optimizes a community of consumers, corporations, merchants and suppliers. The platform is designed to bring minority and minority allied consumer groups together with businesses that support minority causes or are minority owned and operated. The minority groups supported by Equality Rewards include, but are not limited to, women, African-Americans, Hispanics, Asian Americans, Veterans, lesbian, gay, bisexual and transgender (LGBT) Americans and Americans with disabilities.

OSL HOLDINGS MEDICAL SERVICES DIVISION

OSL Medical Services, a division of our Company, is dedicated to advancing the rights of patients in need of legal access to medically recommended, cannabis-based medicines. We support the decriminalization of medical marijuana while remaining compliant with local and federal laws governing the use, sale and distribution of medically recommended, legal medical marijuana. We are committed to supporting consumers who suffer from illnesses best managed and treated by the use of medically recommended, legally obtained medical marijuana. OSL Medical Services is designed to provide future planning services that optimize, support and provide business services to legal, fully compliant medical marijuana dispensaries, legal medical marijuana-related technology providers and legal medical marijuana-related business service providers that intend to enter the market once medical marijuana is federally legal.

Recent Developments

On June 1, 2015, the Company completed a $5,800,000 recapitalization. The recapitalization provides the Company with $2,800,000 of new capital, as well as refinancing $2,544,500 of existing debt under terms we consider more favorable to the Company. The capital will be used in part to further develop our pipeline of revenue- generating opportunities and business development initiatives. Examples of these potential ventures include opening new retail spaces in the Los Angeles market; funding the completion of our technology project that includes search, ad and mobile payment solutions for the cannabis sector; and financing sales and distribution initiatives of new products, brands, and services within the medical dispensary market.

5

Ridgley Agreements

On May 26, 2014, the Company entered into a management services agreement with Sean Ridgley (“Ridgley”) (the “Ridgley Management Agreement”) whereby Ridgley appointed the Company as its sole and exclusive agent for the management of the business affairs of Ridgley’s business. Ridgley intends to operate a medical marijuana dispensary in California. Ridgley agreed to pay the Company $75,000 per month. The initial term of the agreement is for five years (the “Initial Term”) and will be automatically renewed for three successive five year periods (each a “Successive Term”) unless otherwise terminated by written consent prior to the expiration of the Initial Term or each Successive Term. On September 30, 2014 the agreement was assigned to DripintheBucket Consulting LLC, a development company, to continue to explore opening dispensary operations in California.

Concurrently, the Company entered into a consulting agreement with Ridgley (the “Ridgley Consulting Agreement”) whereby Ridgley agreed to provide the Company with contract and business development services for a period of thirty-six months. As compensation for his services, we agreed to (i) issue Mr. Ridgley 250,000 shares of our restricted common stock (ii) a cash payment of $15,000 (net of all applicable taxes, state, federal, or otherwise) per month; and (iii) an additional 50,000 shares of restricted common stock which shall be issued to Ridgley within ten (10) business days of his request for each month of service, and reimbursement for previously approved expenses incurred by Ridgley in connection with providing the services to us under the Ridgley Consulting Agreement.

Go Green Hydroponics Inc. Acquisition and Financing

On October 20, 2014 we acquired Go Green Hydroponics Inc. (“GGH”) for $1,800,000 paid in cash at closing and entered into employment agreements with its principals. GGH is a hydroponics, indoor gardening and cultivation supply retail operation, located in Los Angeles, California, specializing in the sale of hydroponic cultivation equipment, mineral nutrient solutions and gardening resources and equipment. Simultaneously, we entered into and completed the sale of an initial $1,900,000 of a senior secured convertible redeemable debenture to TCA Global Credit Master Fund, LP maturing on October 20, 2015.

Series A Preferred Stock Designation

On February 13, 2015, we filed a Certificate of Designation (the “Designation”) of Preferences, Rights and Limitations of Series A Preferred Stock with the Secretary of State of Nevada for the purpose of amending the Company’s Certificate of Incorporation to establish the preferences, limitations, powers and relative rights of the Company’s Series A Preferred Stock (the “Series A Preferred”). The Designation became effective upon filing with the Secretary of State of Nevada on February 13, 2015. The Company issued each of its three directors two shares of the Series A Preferred.

The Series A Preferred have a stated value of $0.0001 per share and do not have a liquidation preference such that holders of shares of Series A Preferred shall not be entitled to receive any assets of the Company upon liquidation, dissolution or winding up of the Company. The Series A Preferred are not convertible into common stock and are not eligible for dividends.

Holders of shares of Series A Preferred are entitled to vote with holders of the Company’s common stock, such that holders of shares of Series A Preferred shall have the number of votes on all matters submitted to shareholders of the Company that is equal to such number of votes per share of Series A Preferred that, when added to the votes per share of all other shares of Series A Preferred, shall equal 50.1% of the outstanding voting capital (inclusive of the votes of holders of the Company’s common stock) at the time of the vote or written consent of shareholders.

The Company recorded stock-based compensation expense of $531,259 and a corresponding increase to additional paid-in capital as a result of the issuance of the Series A Preferred shares. The fair value of the preferred shares was determined based upon the quoted market price of the Company’s common stock multiplied by the number of outstanding common shares on the on February 13, 2015, the date of the issuance of the preferred stock. Because the rights of the preferred stock conveys to its owners a controlling interest in the Company but does not convey any claims to the residual assets of the Company, the preferred stock was assigned a value equal to a 15% control premium over and above the market value of the Company’s common stock.

6

Social Network Platform Development

We completed Phase 1, the design and overall architecture, of a multi-tier, on-line cross platform social network, information repository and services solution that will offer services to legal marijuana dispensaries and hydroponic gardening suppliers as well as provide information to the general public. We are currently focused on developing the service infrastructure and offerings to dispensaries. We intend to move into Phase 2, coding and development, once the service offerings have been finalized.

Combined Results Regarding Go Green Hydroponics Inc. Acquisition

On October 20, 2014 the Company (“OSLH”) acquired Go Green Hydroponics Inc. (“GGH”) for $1,800,000 subject to certain post-closing adjustments based on a target working capital amount and closed on a debt financing transaction in the amount of $1,900,000, the proceeds of which were used to fund the GGH acquisition and for the Company’s working capital purposes, as further described in Note 2 to our condensed consolidated financial statements appearing elsewhere in this report.

As a result of our push-down of our investment basis in GGH arising from the acquisition, a new basis of accounting was created on October 20, 2014. In the following discussion, the results of operations and cash flows of GGH for the periods ended on or prior to October 20, 2014 and the financial position of GGH as of balance sheet dates on or prior to October 20, 2014 are referred to herein as “Predecessor” financial information, and the results of operations and cash flows of OSLH/GGH for periods beginning on October 21, 2014 and the financial position of OSLH/GGH as of October 21, 2014 and subsequent balance sheet dates are referred to herein as “Successor” consolidated financial information.

The Predecessor and Successor financial information presented within Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of Operations is not comparable primarily due to the fact that the Successor consolidated information reflects the combined results of OSLH and GGH, whereas the Predecessor results reflect GGH’s results only.

To provide a more meaningful basis for comparing the results of operations for the nine months ended May 31, 2015 to the corresponding prior year period, we have presented financial information for the nine months ended May 31, 2015 that reflects the combination of the results for the Predecessor and Successor Periods. The combination of Predecessor and Successor Periods is not permitted by U.S. GAAP and has not been prepared with a view towards complying with Article 8 and Article 11 of SEC Regulation S-X.

Results of Operations

Comparison of the Three Months Ended May 31, 2015 and 2014

Revenues

Revenues from merchandise sales were $806,357 and $779,257 for the three months ended May 31, 2015 and 2014, respectively. The increase was due to sales growth. In addition, management fees of $75,000 were earned from our Management Services Agreement with DripintheBucket Consulting LLC (see Recent Developments above in this Item 2). There was no corresponding management fee income in the prior period.

Cost of Merchandise Sold and Gross Profit

Cost of merchandise sold was $654,756 and $604,522 for the three months ended May 31, 2015 and 2014, respectively. The increase was driven by higher period-over-period sales. The gross profit percentage on merchandise sold was 19% for the three months ended May 31, 2015 compared to 22% for the corresponding prior year period.

7

General and Administrative

General and administrative expenses increased $987,837 to $1,063,164 for the three months ended May 31, 2015 from $75,327 for the corresponding prior year period. The increase primarily related to increases in payroll expenses of $446,246 including noncash stock-based compensation expense of $8,450, bad debt expense of $200,000, professional fees of $91,475, travel expenses of $80,507, consulting fees of $98,550 and outside services of $45,932. Outside services primarily consist of finders fees related to obtaining additional capital investments, media relations, and SEC reporting costs.

Acquisition Costs

In connection with the GGH transaction a reduction to acquisition costs of $90,181 was recorded during the three months ended May 31, 2015, due to a make-whole provision in the TCA advisory services fee agreement. The reduction was driven by an increase in our common stock price during the period.

Change in Value of Derivative Liabilities

Loss on derivative liabilities was $1,003,220 and $0 for the three months ended May 31, 2015 and 2014, respectively. This change in derivative liability is a noncash expense reported in the statements of operations.

Loss on Extinguishment of Debt

Loss on extinguishment of debt was $454,846 and $0 for the three months ended May 31, 2015 and 2014, respectively. On April 29, 2015 the Company received a notice of default from TCA due to the Company’s failure to make the scheduled April 2015 payment in accordance with the terms and provisions of the TCA Debenture. The default resulted in an acceleration of interest, fees, and associated costs related to the debenture that resulted in an increase to the principal amount of the debt to $2,544,500. On May 18, 2015, the Company entered into a second amendment to the TCA Debenture (the “TCA 2nd Amendment) that cured the default. The modification to the terms of the TCA debenture under the TCA 2nd Amendment were accounted for as an extinguishment of debt with the adjustment to the carrying amount of the debt recorded in earnings for the period.

Interest Expense

Interest expense was $743,895 and $0 for the three months ended May 31, 2015 and 2014, respectively, as no interest is reflected for OSLH for the prior year period under Predecessor accounting rules.

Comparison of the Nine Months Ended May 31, 2015 and 2014

Revenues

Revenues from merchandise sales were $2,792,608 and $1,871,643 for the nine months ended May 31, 2015 and 2014, respectively. The increase was due to sales growth. In addition, management fees of $377,500 were earned from our Management Services Agreement with DripintheBucket Consulting LLC (see Recent Developments above in this Item 2). There was no corresponding management fee income in the prior period.

Cost of Merchandise Sold and Gross Profit

Cost of merchandise sold was $2,440,343 and $1,431,946 for the nine months ended May 31, 2015 and 2014, respectively. The increase was driven by higher period-over-period sales and a $217,860 non-cash impact due to a push-down accounting adjustment that increased the opening inventory of the Successor Company and subsequently flowed through cost of merchandise sold. The gross profit percentage on merchandise sales was 13% for the nine months ended May 31, 2015 compared to 24% for the corresponding prior year period. Gross profit percentage for the current period was negatively impacted 8% by the push-down adjustment described above. Excluding the effect of this non-cash push-down adjustment, gross profit percentage for the current period was 21%.

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General and Administrative

General and administrative expenses increased $3,361,693 to $3,716,586 for the nine months ended May 31, 2015 from $354,893 for the corresponding prior year period. The increase primarily related to increases in payroll expenses of $2,369,376 including noncash stock-based compensation expense of $1,417,224, professional fees of $265,538, consulting fees of $213,151, bad debt expense of $200,000, travel expenses of $128,297, outside services of $70,738, and information technology services of $51,018. Noncash stock-based compensation expense primarily related to common and preferred shares issued to Company executives as bonuses or as part of their employment agreements. The increase in information technology costs was a result of our social network platform development. Outside services primarily consist of finders fees related to obtaining additional capital investments, media relations, and SEC reporting costs.

Acquisition Costs

Acquisition costs incurred during the nine months ended May 31, 2015, in connection with the GGH transaction, were $334,845. These charges represent costs directly related to the GGH acquisition. These costs included $223,500 in common stock issued to TCA Global Credit Master Fund, LP in exchange for advisory services related to the acquisition, and an additional $81,350 that was recorded due to a make-whole provision in the TCA advisory services fee agreement. The remaining costs consist of various professional fees and other related costs.

Change in Value of Derivative Liabilities

Loss on derivative liabilities was $2,916,979 and $0 for the nine months ended May 31, 2015 and 2014, respectively. This change in derivative liability is a noncash expense reported in the statements of operations.

Gain on Settlement of Derivative Liabilities

Gain on settlement derivative liabilities was $38,170 and $0 for the nine months ended May 31, 2015 and 2014, respectively. This gain was the result of the repayment of a portion of convertible debt with a corresponding portion of the derivative liability written off to income.

Other Income

Other income was $25,000 and $0 for the nine months ended May 31, 2015 and 2014, respectively. Other income consisted of amounts earned under an equipment lease agreement.

Loss on Extinguishment of Debt

Loss on extinguishment of debt was $454,846 and $0 for the nine months ended May 31, 2015 and 2014, respectively. On April 29, 2015 the Company received a notice of default from TCA due to the Company’s failure to make the scheduled April 2015 payment in accordance with the terms and provisions of the TCA Debenture. The default resulted in an acceleration of interest, fees, and associated costs related to the debenture that resulted in an increase to the principal amount of the debt to $2,544,500. On May 18, 2015, the Company entered into a second amendment to the TCA Debenture (the “TCA 2nd Amendment) that cured the default. The modification to the terms of the TCA debenture under the TCA 2nd Amendment were accounted for as an extinguishment of debt with the adjustment to the carrying amount of the debt recorded in earnings for the period.

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Interest Expense

Interest expense was $1,343,636 and $0 for the nine months ended May 31, 2015 and 2014, respectively, as no interest is reflected for OSLH for the prior year period under Predecessor accounting rules.

Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to maintain its current business. We have experienced recurring operating losses and negative cash flows from operations since our inception. As of May 31, 2015 we had working capital deficit (current operating assets less current operating liabilities) and stockholders’ deficit of $1,431,654 and $8,327,918, respectively. We had $84,317 cash on hand. We expect a burn rate of at least $95,000 per month and will need to raise additional capital in 2016 to remain in business, for which we can give no assurance of success. Because we are in the early stages of creating and growing our business, we expect to incur additional losses as, and if, we expand. 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.

The Company has incurred and continues to incur substantial indebtedness to finance its operations. As of May 31, 2015 the Company’s total current operating liabilities were $2,243,018, with a working capital deficit of $1,431,654.

Net cash provided by (used in) operating activities was ($700,520) and $7,675 for the nine months ended May 31, 2015 and 2014, respectively. Cash was primarily used to fund our current period net loss from operations.

Net cash used in investing activities was $1,367,933 and $4,300 for the nine months ended May 31, 2015 and 2014, respectively. Cash of $1,408,033 was used for the Go Green acquisition, net of cash acquired.

Net cash provided by financing activities was $2,249,788 and $0 for the nine months ended May 31, 2015 and 2014, respectively. During the nine months ended May 31, 2015, we received $1,900,000 from our senior secured convertible redeemable debenture to TCA Global Credit Master Fund, LP to fund the Go Green transaction, which was partially offset by $70,005 paid to obtain the financing. During the nine months ended May 31, 2015, we received $297,500 from the issuance of convertible notes and $20,000 from the issuance of promissory notes to related parties. We also received $307,000 from the sale of common stock that was partially offset by repayments of promissory and convertible notes and advances to related parties totaling $124,707 and distributions to Predecessor Company shareholders of $80,000.

Future Financings

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. We have been and expect to continue to fund these activities with debt and equity financing.

The Company will require additional capital, either through debt or private placements, to meet its substantial debt obligations and execute its business plan. 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 we are 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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Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Going Concern

The Company’s independent registered public accounting firm has stated in its audit report for the year ended August 31, 2014, that the Company has suffered net losses and has a working capital deficit and that without the realization of additional capital it would be unlikely for the Company to continue as a going concern. If we are not successful in raising the necessary capital, then we believe that our independent registered public accounting firm 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 of 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 4 to our condensed consolidated financial statements included in this report. While all these significant accounting policies impact our 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 and Financial Officer and Principal Accounting 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 May 31, 2015. Based on this evaluation, our Principal Executive and Financial Officer and Principal Accounting 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 Chief Executive Officer and Financial Officer and Principal Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure.

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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 hired a Principal Accounting Officer 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.

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 our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On June 20, 2014, Marc Moscowitz filed a Complaint in the Supreme Court of the State of New York for Rockland County (Index No. 032738/14) against the Company seeking judgment in favor of Mr. Moscowitz in the amount of $30,000 with interest from August 7, 2011 as to $24,000 and interest from April 13, 2013 as to $6,000 and attorney’s fees and expenses as a result of the Company’s alleged failure to pay such amounts to the plaintiff due under two promissory notes issued by the Company in favor of Mr. Moscowitz. On June 25, 2014, Mr. Moscowitz and Lou Ross Holdings, LLC filed a Notice of Motion for Summary Judgment in Lieu of Complaint in the Supreme Court of the State of New York for Rockland County (Index No. 032742/2014) against the Company seeking judgment in favor of Mr. Moscowitz in the amount of $50,000 with interest from May 24, 2013 at the rate of 12% per annum and a judgment in favor of Lou Ross Holdings, LLC in the amount of $10,000 with interest from May 15, 2013 at the rate of 12% per annum and attorney’s fees and expenses as a result of the Company’s alleged failure to pay such amounts to the plaintiffs due under a promissory note issued by the Company in favor of the respective plaintiffs. On September 15, 2014 the parties signed a Stipulation of Settlement whereby the Company agreed to pay Moscowitz the sum of $62,000 and Lou Ross the sum of $10,000. Although the Company paid Mr. Moscowitz and Lou Ross Holdings, LLC $10,000, it did not pay the full $72,000 and on December 11, 2014 the Court entered a judgment in the sum of $77,000 together with interest from September 15, 2014 together with the costs and disbursements of this action. The Company is seeking to have the ordered amended to reflect the balance due based on the $10,000 payment made.

On December 1, 2014, Dolores Moscowitz filed a Complaint in the Supreme Court of the State of New York, Rockland County (Index No. 035437/14), against the Company seeking judgment in her favor in the amount of $20,000 with interest from May 13, 2013, as a result of the Company’s alleged failure to repay such amounts to Ms. Moscowitz due pursuant to a loan issued to the Company. On February 17, 2015, the Court entered a default judgment in Ms. Moscowitz’s favor in the amount of $23,675, which total includes interest through the date of judgment and costs.

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Other than aforementioned, we are currently not 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

None

Item 3. Defaults Upon Senior Securities

Currently the Company is not in default upon any senior securities. On April 29, 2015 the Company received a notice of default from TCA due to the Company’s failure to make the scheduled April 2015 payment in accordance with the terms and provisions of the TCA Debenture. On May 18, 2015, the Company cured the default by entering into a second amendment to the TCA Debenture (the “TCA Debenture Amendment”). Pursuant to the terms of the TCA Debenture Amendment the TCA Debenture was divided into two separate notes in the principal amounts of $250,000 and $2,294,500. These notes bear the same material terms as the original TCA Debenture.

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

There is no other information required to be disclosed under this item which was not previously disclosed.

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Item 6. Exhibits

Exhibit Number	Description of Exhibit
3.1	Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock. (1)
4.1	12% Convertible Note dated December 31, 2014 in favor of EMA Financial, LLC. (2)
4.2*	Replacement Debenture A issued in favor of TCA Global Credit Master Fund, LP, dated May 18, 2015
4.3*	Replacement Debenture B issued in favor of TCA Global Credit Master Fund, LP, dated May 18, 2015
4.4*	Convertible Note dated May 22, 2015 issued in favor of Old Main Capital, LLC
10.1*	Amended Credit Agreement, dated May 18, 2015
10.2*	Exchange Agreement between the Company and Redwood Management LLC, dated June 1, 2015
10.3*	Debt Purchase Agreement by and among the Company, TCA Global Credit Master Fund LP and Redwood Management, LLC dated June 1, 2015
31.1*	Certification of Principal Executive and Financial 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 Accounting 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 and Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2*	Certification of Principal Accounting Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
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) Incorporated by reference herein from the Current Report on Form 8-K filed on February 20, 2015.

(2) Incorporated by reference herein from the Current Report on Form 8-K filed on March 20, 2015.

* Filed herewith.

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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.

	OSL Holdings Inc.
Date: July 15, 2015	By:	/s/ Robert H. Rothenberg
		Robert H. Rothenberg, Chief Executive and Financial Officer
		(Principal Executive and Financial Officer)
Date: July 15, 2015	By:	/s/ Thomas D’Orazio
		Thomas D’Orazio, Vice President, Corporate Controller
		(Principal Accounting Officer)

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EX-4.2

Exhibit 4.2

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

OSL HOLDINGS, INC.

REPLACEMENT DEBENTURE A

Dated effective as of: May 18, 2015	Principal Amount: $250,000.00
Maturity Date: October 21, 2015

This REPLACEMENT DEBENTURE A (the “Debenture”) is issued and dated effective as of May 18, 2015 (the “Effective Date”), by OSL HOLDINGS, INC., a corporation incorporated under the laws of the State of Nevada (the “Company”), to TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (together with its permitted successors and assigns, the “Holder”) pursuant to exemptions from registration under the Securities Act of 1933, as amended. This Debenture is issued in connection with that certain securities purchase agreement, dated as of June 30, 2014, but made effective as of October 21, 2014, by and between the Company and the Holder, as amended from time to time (the “Purchase Agreement”). All capitalized terms used in this Debenture and not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement.

ARTICLE I

Section 1.01 Principal and Interest. For value received, the Company hereby promises to pay to the order of the Holder, by no later than October 21, 2015 (the “Maturity Date”), in immediately available and lawful money of the United States of America, Two Hundred Fifty Thousand and No/100 United States Dollars ($250,000.00), together with interest on the outstanding principal amount under this Debenture, at the rate of eleven percent (11%) per annum simple interest (the “Interest Rate”) from the Effective Date, until paid, as more specifically provided below.

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Section 1.02 Optional Redemption Prior to Maturity. The Company, at its option, shall have the right to redeem this Debenture in full and for cash, at any time prior to the Maturity Date, with three (3) business days advance written notice (the “Redemption Notice”) to the Holder. The amount required to redeem this Debenture in full pursuant to this Section 1.02 shall be equal to: (i) the aggregate principal amount then outstanding under this Debenture; plus all accrued and unpaid interest due under this Debenture as of the redemption date; plus (ii) all other costs, fees and charges due and payable hereunder or under any other “Transaction Documents” (as hereinafter defined), (collectively, the “Redemption Amount”). The Company shall deliver the Redemption Amount to the Holder on the third (3rd) business day after the date of the Redemption Notice. As of the date hereof, the Redemption Amount of this Debenture, together with Debenture B is $2,544,500.00.

Section 1.03 Mandatory Redemption at Maturity. On the Maturity Date, the Company shall redeem this Debenture for the Redemption Amount, which Redemption Amount shall be due and payable to the Holder by no later than 2:00 P.M., EST, on the Maturity Date.

Section 1.04 Replacement Debenture. This Debenture, along with the Replacement Debenture B being executed by the Company simultaneously herewith (“Debenture B”), evidences the indebtedness and other Obligations incurred by the Company under and pursuant to the Purchase Agreement. This Debenture, along with Debenture B, are being both executed in substitution for and to supersede that certain Senior Secured, Convertible, Redeemable Debenture dated as of June 30, 2014, but made effective as of October 21, 2014 issued by the Company to Holder under the Purchase Agreement (the “Original Debenture"), in its entirety. It is the intention of the Company and Holder that while this Debenture and Debenture B replace and supersede the Original Debenture, in its entirety, they are not in payment or satisfaction of the Original Debenture, but rather are the substitute of one evidence of debt for another without any intent to extinguish the old. Nothing contained in this Debenture or Debenture B shall be deemed to extinguish the indebtedness and obligations evidenced by the Original Debenture or constitute a novation of the indebtedness evidenced by the Original Debenture.

Section 1.05 Payments.

(1) Monthly Payments. The Company shall make monthly payments of principal, interest and the corresponding amount of redemption premium to the Holder for this Debenture, and Debenture B, so long as either this Debenture or Debenture B are outstanding, until the Maturity Date, based on the payment, amortization and redemption premium schedule attached to the Original Debenture.

(2) Interest Calculations; Payment Application. Interest shall be calculated on the basis of a 360-day year, and shall accrue daily on the outstanding principal amount outstanding from time to time for the actual number of days elapsed, commencing on the Effective Date until payment in full of the outstanding principal, together with all accrued and unpaid interest and other amounts which may become due hereunder or under any Transaction Documents, has been made. Unless otherwise expressly provided elsewhere in this Debenture, all payments made under this Debenture shall include a redemption premium equal to six percent (6%) of the amount of principal paid with such payment. All payments received and actually collected by Holder hereunder shall be applied first to any costs and expenses due or incurred hereunder or under any other Transaction Documents, second to the redemption premium due on such payment in accordance with this Debenture, third to accrued and unpaid interest hereunder, and last to reduce the outstanding principal balance of this Debenture.

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(3) Late Fee. If all or any portion of the payments of principal, interest or other charges due hereunder are not received by the Holder within five (5) days of the date such payment is due, then the Company shall pay to the Holder a late charge (in addition to any other remedies that Holder may have) equal to five percent (5%) of each such unpaid payment or sum. Any payments returned to Holder for any reason must be covered by wire transfer of immediately available funds to an account designated by Holder, plus a $100.00 administrative fee charge. Holder shall have no responsibility or liability for payments purportedly made hereunder but not actually received by Holder; and the Company shall not be discharged from the obligation to make such payments due to loss of same in the mails or due to any other excuse or justification ultimately involving facts where such payments were not actually received by Holder.

Section 1.05. Manner of Payments. All sums payable to the order of Holder hereunder shall be payable by wire transfer of lawful dollars of the United States of America to the wire instructions as Holder may provide the Company from time to time.

ARTICLE II

Section 2.01 Secured Nature of Debenture. This Debenture is being issued in connection with a Second Amendment to the Purchase Agreement. The indebtedness evidenced by this Debenture, along with the indebtedness evidenced by Debenture B, is also secured by all of the assets and property of the Company and various other instruments and documents referred to in the Purchase Agreement as the “Transaction Documents”. All of the agreements, conditions, covenants, provisions, representations,warranties and stipulations contained in any of the Transaction Documents which are to be kept and performed by the Company are hereby made a part of this Debenture to the same extent and with the same force and effect as if they were fully set forth herein, and the Company covenants and agrees to keep and perform them, or cause them to be kept or performed, strictly in accordance with their terms.

ARTICLE III

Section 3.01 Events of Default. The occurrence of any of the following events shall constitute an “Event of Default" hereunder: (i) the Company shall fail to pay any interest, principal or other charges due under this Debenture or any other Transaction Documents on the date when any such payment shall be due and payable; (ii) the Company makes an assignment for the benefit of creditors; (iii) any order or decree is rendered by a court which appoints or requires the appointment of a receiver, liquidator or trustee for the Company, and the order or decree is not vacated within thirty (30) days from the date of entry thereof; (iv) any order or decree is rendered by a court adjudicating the Company insolvent, and the order or decree is not vacated within thirty (30) days from the date of entry thereof; (v) the Company files a petition in bankruptcy under the provisions of any bankruptcy law or any insolvency act; (vi) the Company admits, in writing, its inability to pay its debts as they become due; (vii) a proceeding or petition in bankruptcy is filed against the Company and such proceeding or petition is not dismissed within thirty (30) days from the date it is filed; (viii) the Company files a petition or answer seeking reorganization or arrangement under the bankruptcy laws or any law or statute of the United States or any other foreign country or state; and (ix) the Company shall fail to perform, comply with or abide by any of the stipulations, agreements, conditions and/or covenants contained in this Debenture or any of the other Transaction Documents on the part of the Company to be performed complied with or abided by, and such failure continues or remains uncured for ten (10) days following written notice from the Holder to the Company.

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Section 3.02 Remedies. Upon the occurrence of an Event of Default that is not timely cured within an applicable cure period hereunder, the interest on this Debenture shall immediately accrue at an interest rate equal to eighteen percent (18%) per annum, and, in addition to all other rights or remedies the Holder may have, at law or in equity, the Holder may, in its sole discretion, accelerate full repayment of all principal amounts outstanding hereunder, together with accrued interest thereon, together with redemption premiums due thereon, together with all attorneys’ fees, paralegals’ fees and costs and expenses incurred by the Holder in collecting or enforcing payment hereof (whether such fees, costs or expenses are incurred in negotiations, all trial and appellate levels, administrative proceedings, bankruptcy proceedings or otherwise), and together with all other sums due by the Company hereunder and under the Transaction Documents, all without any relief whatsoever from any valuation or appraisement laws, and payment thereof may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to the Holder at law, in equity, or under this Debenture or any of the other Transaction Documents. In connection with the Holder’s rights hereunder upon an Event of Default, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it in equity or under applicable law.

Upon the occurrence of an Event of Default, in addition to any other rights or remedies the Holder may have under the Transaction Documents or applicable law, the Holder shall have the right, but not the obligation, to cause the Confession of Judgment to be entered into a court of competent jurisdiction.

ARTICLE IV

Section 4.01 Usury Savings Clause. Notwithstanding any provision in this Debenture or the other Transaction Documents to the contrary, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Debenture or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Debenture, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance due hereunder immediately upon receipt of such sums by the Holder hereof, with the same force and effect as though the Company had specifically designated such excess sums to be so applied to the reduction of the principal balance then outstanding, and the Holder hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Holder may, at any time and from time to time, elect, by notice in writing to the Company, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest, rather than accept such sums as a prepayment of the principal balance then outstanding. It is the intention of the parties that the Company does not intend or expect to pay, nor does the Holder intend or expect to charge or collect any interest under this Debenture greater than the highest non-usurious rate of interest which may be charged under applicable law.

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ARTICLE V

Section 5.01 No Exemption. The Company hereby waives and releases all benefit that might accrue to the Company by virtue of any present or future laws exempting any property that may serve as security for this Debenture, or any other property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy, or sale under execution, exemption from civil process, or extension of time for payment; and the Company agrees that any property that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued thereon, may be sold upon any such writ in whole or in part in any order or manner desired by Holder.

Section 5.02 Exercise of Remedies. The remedies of the Holder as provided herein and in any of the other Transaction Documents shall be cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion of the Holder, and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof.

Section 5.03 Waivers. The Company and all others who are, or may become liable for the payment hereof: (i) severally waive presentment for payment, demand, notice of nonpayment or dishonor, protest and notice of protest of this Debenture or any other Transaction Documents, and all other notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Debenture and the other Transaction Documents, except as specifically provided in this Debenture or any other Transaction Document; (ii) expressly consent to all extensions of time, renewals or postponements of time of payment of this Debenture and any other Transaction Documents from time to time prior to or after the maturity of this Debenture without notice, consent or further consideration to any of the foregoing; (iii) expressly agree that the Holder shall not be required first to institute any suit, or to exhaust its remedies against the Company or any other person or party to become liable hereunder or against any collateral that may secure this Debenture in order to enforce the payment of this Debenture; and (iv) expressly agree that, notwithstanding the occurrence of any of the foregoing (except the express written release by the Holder of any such person), the undersigned shall be and remain, directly and primarily liable for all sums due under this Debenture.

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Section 5.04 No Waiver. Holder shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by Holder, and then only to the extent specifically set forth in the writing. A waiver on one event shall not be construed as continuing or as a bar to or waiver of any right or remedy to a subsequent event.

ARTICLE VI

Section 6.01 Notice. Any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Debenture must be in writing and in each case properly addressed to the party to receive the same in accordance with the information below, and will be deemed to have been delivered: (i) if mailed by certified mail, return receipt requested, postage prepaid and properly addressed to the address below, then three (3) business days after deposit of same in a regularly maintained U.S. Mail receptacle; or (ii) if mailed by Federal Express, UPS or other nationally recognized overnight courier service, next business morning delivery, then one (1) business day after deposit of same in a regularly maintained receptacle of such overnight courier; or (iii) if hand delivered, then upon hand delivery thereof to the address indicated on or prior to 5:00 p.m ., EST, on a business day. Any notice hand delivered after 5:00 p.m., EST, shall be deemed delivered on the following business day. Notwithstanding the foregoing, notice, consents, waivers or other communications referred to in this Debenture may be sent by facsimile, e-mail, or other method of delivery, but shall be deemed to have been delivered only when the sending party has confirmed (by reply e-mail or some other form of written confirmation from the receiving party) that the notice has been received by the other party. The addresses and facsimile numbers for such communications shall be as set forth below, unless such address or information is changed by a notice conforming to the requirements hereof.

If to the Company:	OSL Holdings, Inc.
	1669 Edgewood Road, Suite 214,
	Yardley, PA 10967
	Attention: Bob Rothenberg
	Telephone: (845) 363-6776
	Facsimile: (845) 363-6779
	E-Mail: bob@oslholdings.com
With a copy to:	Legal & Compliance, LLC
(which shall not constitute notice)	330 Clematis Street, Suite 217
	West Palm Beach, FL 33401
	Attention: Laura Anthony, Esq.
	Telephone: (561) 515-0936
	Facsimile: (561) 514-0832
	E-Mail: lanthony@legalandcompliance.com

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If to the Holder:	TCA Global Credit Master Fund, LP
	3960 Howard Hughes Parkway, Suite 500
	Las Vegas, NV 89196
	Attn: Mr. Robert Press
	Telephone: (702) 990-3752
	Facsimile: (973) 807-1813
	E-Mail: bpress@tcaglobalfund.com
With a copy to:	Lucosky Brookman LLP
(which shall not constitute notice)	101 Wood Avenue South, 5th Floor
	Woodbridge, NJ 08830
	Attn: Seth A. Brookman, Esq.
	Telephone: (732) 395-4400
	Facsimile: (732) 395-4401
	E-Mail: sbrookman@lucbro.com

Section 6.02 Governing Law and Venue. The Company and Holder each irrevocably agrees that any dispute arising under, relating to, or in connection with, directly or indirectly, this Debenture or related to any matter which is the subject of or incidental to this Debenture (whether or not such claim is based upon breach of contract or tort) shall be subject to the exclusive jurisdiction and venue of the state and/or federal courts located in Broward County, Florida. This provision is intended to be a “mandatory” forum selection clause and governed by and interpreted consistent with Florida law. The Company and Holder each hereby consents to the exclusive jurisdiction and venue of any state or federal court having its situs in said county, and each waives any objection based on forum non conveniens. The Company hereby waives personal service of any and all process and consent that all such service of process may be made by certified mail, return receipt requested, directed to the Company, as set forth herein in the manner provided by applicable statute, law, rule of court or otherwise. Except for the foregoing mandatory forum selection clause, all terms and provisions hereof and the rights and obligations of the Company and Holder hereunder shall be governed, construed and interpreted in accordance with the laws of the State of Nevada, without reference to conflict of laws principles.

Section 6.03 Severability. In the event any one or more of the provisions of this Debenture shall for any reason be held to be invalid, illegal, or unenforceable, in whole or in part, in any respect, or in the event that any one or more of the provisions of this Debenture operates or would prospectively operate to invalidate this Debenture, then and in any of those events, only such provision or provisions shall be deemed null and void and shall not affect any other provision of this Debenture. The remaining provisions of this Debenture shall remain operative and in full force and effect and shall in no way be affected, prejudiced, or disturbed thereby.

Section 6.04 Entire Agreement and Amendments. This Debenture, together with the other Transaction Documents represents the entire agreement between the parties hereto with respect to the subject matter hereof and thereof, and there are no representations, warranties or commitments, except as set forth herein and therein. This Debenture may be amended only by an instrument in writing executed by the parties hereto.

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Section 6.05 Binding Effect. This Debenture shall be binding upon the Company and the successors and assigns of the Company and shall inure to the benefit of the Holder and the successors and assigns of the Holder.

Section 6.06 Assignment. The Holder may from time to time sell or assign, in whole or in part, or grant participations in, this Debenture and/or the obligations evidenced hereby without the consent of the Company. The holder of any such sale, assignment or participation, if the applicable agreement between Holder and such holder o provides, shall be: (i) entitled to all of the rights obligations and benefits of Holder (to the extent of such holder’s interest or pa1ticipation); and (ii) deemed to hold and may exercise the rights of setoff or banker’s lien with respect to any and all obligations of such holder to the Company (to the extent of such holder s interest or participation) , in each case as fully as though the Company was directly indebted to such holder. Holder may in its discretion give notice to the Company of such sale, assignment or participation; however, the failure to give such notice shall not affect any of Holder’s or such holder’s rights hereunder.

Section 6.07 Lost or Mutilated Debenture. If this Debenture shall be mutilated, lost, stolen or destroyed the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Debenture or in lieu of or in substitution for a lost, stolen or destroyed Debenture a new Debenture for the principal amount of this Debenture so mutilated, lost stolen or destroyed , but only upon receipt of evidence of such loss, theft or destruction of such Debenture, and of the ownership hereof, reasonably satisfactory to the Company.

Section 6.08 WAIVER OF JURY TRIAL. THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED ON THIS DEBENTURE, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS DEBENTURE OR ANY OTHER TRANSACTION DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF OR BETWEEN ANY PARTY HERETO, AND THE COMPANY AGREES AND CONSENTS TO THE GRANTING TO HOLDER OF RELIEF FROM ANY STAY ORDER WHICH MIGHT BE ENTERED BY ANY COURT AGAINST HOLDER AND TO ASSIST HOLDER IN OBTAINING SUCH RELIEF. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER ACCEPTING THIS DEBENTURE FROM THE COMPANY. THE COMPANY’S REASONABLE RELIANCE UPON SUCH INDUCEMENT I HEREBY ACKNOWLEDGED.

Section 6.09 NON-US STATUS. THE HOLDER IS A NON-US PERSON AS THAT TERM IS DEFINED IN THE UNITED STATES INTERNAL REVENUE CODE. IT IS HEREBY AGREED AND UNDERSTOOD THAT THE OBLIGATIONS HEREUNDER MAY BE SOLD ONLY TO NON-U.S. PERSON. THE INTEREST PAYABLE HEREUNDER IS PAYABLE ONLY OUTSIDE THE UNITED STATES. ANY U.S. PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAW. BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANT THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SEC 6049(8)(4) OF THE INTERNAL REVENUE CODE AND REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATE PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SEC. 6049(B)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).

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ARTICLE VII

Section 7.01 Conversion of Debenture. At any time and from time to time while this Debenture is outstanding on or after the Closing Date, if mutually agreed upon by the parties or upon the occurrence of an Event of Default at the sole option of the Holder, this Debenture may be, convertible into shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms and conditions set forth in this Article VII.

(1) Voluntary Conversion. At any time while this Debenture is outstanding on or after the Closing Date, upon the occurrence of an Event of Default, the Holder may convert all or any portion of the outstanding principal accrued and unpaid interest redemption premium and any other sums due and payable hereunder or under any of the other Transaction Documents (such total amount, the “Conversion Amount”) into shares of Common Stock of the Company (the “Conversion Shares”) at a price equal to: (i) the Conversion Amount (the numerator); divided by (ii) eighty five percent (85%) of the lowest volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date (as defined below), as indicated in the conversion notice (in the form attached hereto as Exhibit “A” the “Conversion Notice”) (the denominator) (the “Conversion Price”). The Holder shall submit a Conversion Notice indicating the amount of the Debenture being converted and the number of Conversion Shares issuable upon such conversion, and where the Conversion Shares should be delivered.

(2) The Holder’s Conversion Limitations. The Company shall not affect any conversion of this Debenture, and the Holder shall not have the right to convert any portion of this Debenture, to the extent that after giving effect to the conversion set forth on the Conversion Notice submitted by the Holder, the Holder (together with the Holder’s affiliates (as defined herein) and any Persons acting as a group together with the Holder or any of the Holder’s affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined herein). To ensure compliance with this restriction, prior to delivery of any Conversion Notice, the Holder shall have the right to request that the Company provide to the Holder a written statement of the percentage ownership of the Company’s Common Stock that would by beneficially owned by the Holder and its affiliates in the Company if the Holder converted such portion of this Debenture then intended to be converted by Holder. The Company shall, within two (2) business days of such request, provide Holder with the requested information in a written statement, and the Holder shall be entitled to rely on such written statement from the Company in issuing its Conversion Notice and ensuring that its ownership of the Company’s Common Stock is not in excess of the Beneficial Ownership Limitation. The restriction described in this Section may be waived by Holder, in whole or in part, upon notice from the Holder to the Company. For purposes of this Debenture, the “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Debenture. The limitations contained in this Section shall apply to a successor holder of this Debenture. For purposes of this Debenture, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization or a government or any department or agency thereof.

(3) Mechanics of Conversion. The conversion of this Debenture shall be conducted in the following manner:

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(a) Holder’s Delivery Requirements. To convert this Debenture into shares of Common Stock on any date set forth in the Conversion Notice by the Holder (the “Conversion Date”), the Holder shall transmit by facsimile or electronic mail (or otherwise deliver) a copy of the fully executed Conversion Notice to the Company (or, under certain circumstances as set forth below, by delivery of the Conversion Notice to the Company’s transfer agent).

(b) Company’s Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to the Holder indicating that the Company will process such Conversion Notice in accordance with the terms herein. In the event the Company fails to issue its Conversion Confirmation within said two (2) Business Day time period, the Holder shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice to the Company’s transfer agent, and pursuant to the terms of the Purchase Agreement, the Company’s transfer agent shall issue the applicable Conversion Shares to Holder as hereby provided. Within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation), provided that the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, the Company shall cause the transfer agent to (or, if for any reason the Company fails to instruct or cause its transfer agent to so act, then pursuant to the Purchase Agreement, the Holder may request and require the Company’s transfer agent to) electronically transmit the applicable Conversion Shares to which the Holder shall be entitled by crediting the account of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, and provide proof satisfactory to the Holder of such delivery. In the event that the Company’s transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible (or in the event the Holder otherwise requests), within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation), the Company shall instruct and cause its transfer agent to (or, if for any reason the Company fails to instruct or cause its transfer agent to so act, then pursuant to the Purchase Agreement, the Holder may request and require the Company’s transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Conversion Notice, a certificate, registered in the name of the Holder or its nominee, for the number of Conversion Shares to which the Holder shall be entitled. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon and other sums due hereunder, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

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(c) Record Holder. The Person(s) entitled to receive the shares of Common Stock issuable upon a conversion of this Debenture shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of the Conversion Date.

(d) Failure to Deliver Certificates. If in the case of any Conversion Notice, the certificate or certificates are not delivered to or as directed by the Holder by the date required hereby, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion Notice, in which event the Company shall promptly return to the Holder any original Debenture delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates representing the principal amount of this Debenture unsuccessfully tendered for conversion to the Company.

(e) Obligation Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person or entity of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder . In the event the Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof and accrued but unpaid interest thereon in accordance with the terms of this Debenture, the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained, and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Debenture being converted, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of such injunction, the Company shall issue Conversion Shares upon a properly noticed conversion. If the Company fails for any reason to deliver to the Holder such certificate or certificates representing Conversion Shares pursuant to timing and delivery requirements of this Debenture, the Company shall pay to such Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $1.00 per day for each day after the date by which such certificates should have been delivered until such certificates are delivered. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to this Debenture or any agreement securing the indebtedness under this Debenture for the Company’s failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Nothing herein shall prevent the Holder from having the Conversion Shares issued directly by the Company’s transfer agent in accordance with the Purchase Agreement, in the event for any reason the Company fails to issue or deliver, or cause its transfer agent to issue and deliver, the Conversion Shares to the Holder upon exercise of Holder’s conversion rights hereunder.

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(f) Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes, or any other issuance or transfer fees of any nature or kind that may be payable in respect of the issue or delivery of such certificates, any such taxes or fees, if payable, to be paid by the Company.

(4) Reservation of Common Stock. The Company shall take all action reasonably necessary to at all times have authorized, and reserved for the purpose of issuance, such number of shares of Common Stock as shall be necessary to effect the full conversion of the Debenture in accordance with its terms (the “Share Reserve”). If the Share Reserve is insufficient to effect the full conversion of the Debenture then outstanding, upon receipt of the conversion notice, the Company shall increase the Share Reserve accordingly within sixty (60) days of such notice. If the Company does not have sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, the Company shall call and hold a special meeting of the shareholders, or take action by the written consent of the holders of a majority of the outstanding shares of Common Stock, if possible, for the sole purpose of increasing the number of shares authorized to an amount of shares equal to the Conversion Shares. The Company’s management shall recommend to the shareholders to vote in favor of increasing the number of shares of Common Stock authorized.

(5) Make-Whole Rights. Upon liquidation by the Holder of Conversion Shares issued pursuant to a Conversion Notice, provided that the Holder realizes a net amount from such liquidation equal to less than the Conversion Amount specified in the relevant Conversion Notice (such net realized amount, the “Realized Amount”), the Company shall issue to the Holder additional shares of the Company’s Common Stock equal to: (i) the Conversion Amount specified in the relevant Conversion Notice; minus (ii) the Realized Amount, as evidenced by a reconciliation statement from the Holder (a “Sale Reconciliation”) showing the Realized Amount from the sale of the Conversion Shares; divided by (iii) the average volume weighted average price of the Company’s Common Stock during the five (5) Business Days immediately prior to the date upon which the Holder delivers notice (the “Make-Whole Notice") to the Company that such additional shares are requested by the Holder (the “Make-Whole Stock Price”) (such number of additional shares to be issued, the “Make-Whole Shares”). Upon receiving the Make-Whole Notice and Sale Reconciliation evidencing the number of Make-Whole Shares requested, the Company shall instruct its transfer agent to issue certificates representing the Make-Whole Shares, which Make-Whole Shares shall be issued and delivered in the same manner and within the same time frames as set forth herein. The Make-Whole Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. Following the sale of the Make-Whole Shares by the Holder: (i) in the event that the Holder receives net proceeds from such sale which, when added to the Realized Amount from the prior relevant Conversion Notice, is less than the Conversion Amount specified in the relevant Conversion Notice, the Holder shall deliver an additional Make-Whole Notice to the Company following the procedures provided previously in this paragraph, and such procedures and the delivery of Make-Whole Notices and issuance of Make-Whole Shares shall continue until the Conversion Amount has been fully satisfied; and (ii) in the event that the Holder received net proceeds from the sale of Make-Whole Shares in excess of the Conversion Amount specified in the relevant Conversion Notice, such excess amount shall be applied to satisfy any and all amounts owed hereunder in excess of the Conversion Amount specified in the relevant Conversion Notice.

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(6) Adjustments to Conversion Price.

(a) Stock Dividends and Stock Splits. If the Company, at any time while this Debenture is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on outstanding shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, or re-classification.

(b) Fundamental Transaction. If, at any time while this Debenture is outstanding: (i) the Company effects any merger or consolidation of the Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then upon any subsequent conversion of this Debenture, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one (1) share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Debenture following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new note consistent with the foregoing provisions and evidencing the Holder’s right to convert such note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section and insuring that this Debenture (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

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(c) Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Debenture, the Company shall promptly deliver to Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(d) Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Company’s records, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating: (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 10-day period commencing on the date of such notice through the effective date of the event triggering such notice.

[signature page follows]

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IN WITNESS WHEREOF with the intent to be legally bound hereby, the Company has executed this Replacement Debenture A as of the date first written above.

OSL HOLDINGS, INC.

By:	/s/ Robert H. Rothenberg, Jr.
Name:	Robert H. Rothenberg, Jr.
Title:	Chief Executive Officer

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CONSENT AND AGREEMENT

The undersigned is a Guarantor, as that term is defined in that certain securities purchase agreement by and between the Company, as borrower, and the Holder, as lender, and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated in the replacement debenture A, documents contemplated thereby and to the provisions contained therein relating to conditions to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said replacement debenture A to the same extent as if the undersigned were a party to said replacement debenture A.

GUARANTOR:
OFFICE SUPPLY LINE, INC.
By:	/s/ Mordecai E. Feder
Name:	Mordecai E. Feder
Title:	President
OSL DIVERSITY MARKETPLACE, INC.
By:	/s/ Mordecai E. Feder
Name:	Mordecai E. Feder
Title:	President
OSL REWARDS CORPORATION
By:	/s/ Mordecai E. Feder
Name:	Mordecai E. Feder
Title:	President
GO GREEN HYDROPONICS INC.
By:	/s/ Robert H. Rothenberg, Jr.
Name:	Robert H. Rothenberg, Jr.
Title:	President

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EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal and/or interest under the Senior Secured, Convertible, Redeemable Debenture (the “Debenture”) issued by OSL Holdings, Inc., a corporation incorporated under the laws of the State of Nevada (the “Company”), into shares of common stock, par value $0.001 per share (the “Common Shares”), of the Company in accordance with the conditions of the Debenture, as of the date written below.

Based solely on information provided by the Company to Holder, the undersigned represents and warrants to the Company that its ownership of the Common Shares does not exceed the Beneficial Ownership Limitation as specified under the Note.

Conversion Calculations

Effective Date of Conversion:

Principal Amount and/or Interest to be Converted:

Number of Common Shares to be Issued:

[HOLDER]

By:

Name:

Title:

Address:

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EX-4.3

Exhibit 4.3

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

OSL HOLDINGS, INC.

REPLACEMENT DEBENTURE B

Dated effective as of: May 18, 2015	Principal Amount: $2,294,500.00
Maturity Date: October 21, 2015

This REPLACEMENT DEBENTURE B (the “Debenture”) is issued and dated effective as of May 18, 2015 (the “Effective Date”), by OSL HOLDINGS, INC., a corporation incorporated under the laws of the State of Nevada (the “Company”), to TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (together with its permitted successors and assigns, the “Holder”) pursuant to exemptions from registration under the Securities Act of 1933, as amended. This Debenture is issued in connection with that certain securities purchase agreement, dated as of June 30, 2014, but made effective as of October 21, 2014, by and between the Company and the Holder, as amended from time to time (the “Purchase Agreement”). All capitalized terms used in this Debenture and not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement.

ARTICLE I

Section 1.01 Principal and Interest. For value received, the Company hereby promises to pay to the order of the Holder, by no later than October 21, 2015 (the “Maturity Date”), in immediately available and lawful money of the United States of America, Two Hundred Fifty Thousand and No/100 United States Dollars ($250,000.00), together with interest on the outstanding principal amount under this Debenture, at the rate of eleven percent (11%) per annum simple interest (the “Interest Rate”) from the Effective Date, until paid, as more specifically provided below.

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Section 1.02 Optional Redemption Prior to Maturity. The Company, at its option, shall have the right to redeem this Debenture in full and for cash, at any time prior to the Maturity Date, with three (3) business days advance written notice (the “Redemption Notice”) to the Holder. The amount required to redeem this Debenture in full pursuant to this Section 1.02 shall be equal to: (i) the aggregate principal amount then outstanding under this Debenture; plus all accrued and unpaid interest due under this Debenture as of the redemption date; plus (ii) all other costs, fees and charges due and payable hereunder or under any other “Transaction Documents” (as hereinafter defined), (collectively, the “Redemption Amount”). The Company shall deliver the Redemption Amount to the Holder on the third (3rd) business day after the date of the Redemption Notice. As of the date hereof, the Redemption Amount of this Debenture, together with Debenture A is $2,544,500.00.

Section 1.03 Mandatory Redemption at Maturity. On the Maturity Date, the Company shall redeem this Debenture for the Redemption Amount, which Redemption Amount shall be due and payable to the Holder by no later than 2:00 P.M., EST, on the Maturity Date.

Section 1.04 Replacement Debenture. This Debenture, along with the Replacement Debenture A being executed by the Company simultaneously herewith (“Debenture A”), evidences the indebtedness and other Obligations incurred by the Company under and pursuant to the Purchase Agreement. This Debenture, along with Debenture A, are being both executed in substitution for and to supersede that certain Senior Secured, Convertible, Redeemable Debenture dated as of June 30, 2014, but made effective as of October 21, 2014 issued by the Company to Holder under the Purchase Agreement (the “Original Debenture"), in its entirety. It is the intention of the Company and Holder that while this Debenture and Debenture A replace and supersede the Original Debenture, in its entirety, they are not in payment or satisfaction of the Original Debenture, but rather are the substitute of one evidence of debt for another without any intent to extinguish the old. Nothing contained in this Debenture or Debenture A shall be deemed to extinguish the indebtedness and obligations evidenced by the Original Debenture or constitute a novation of the indebtedness evidenced by the Original Debenture.

Section 1.05 Payments.

(1) Monthly Payments. The Company shall make monthly payments of principal, interest and the corresponding amount of redemption premium to the Holder for this Debenture, and Debenture A, so long as either this Debenture or Debenture A are outstanding, until the Maturity Date, based on the payment, amortization and redemption premium schedule attached to the Original Debenture.

(2) Interest Calculations; Payment Application. Interest shall be calculated on the basis of a 360-day year, and shall accrue daily on the outstanding principal amount outstanding from time to time for the actual number of days elapsed, commencing on the Effective Date until payment in full of the outstanding principal, together with all accrued and unpaid interest and other amounts which may become due hereunder or under any Transaction Documents, has been made. Unless otherwise expressly provided elsewhere in this Debenture, all payments made under this Debenture shall include a redemption premium equal to six percent (6%) of the amount of principal paid with such payment. All payments received and actually collected by Holder hereunder shall be applied first to any costs and expenses due or incurred hereunder or under any other Transaction Documents, second to the redemption premium due on such payment in accordance with this Debenture, third to accrued and unpaid interest hereunder, and last to reduce the outstanding principal balance of this Debenture.

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(3) Late Fee. If all or any portion of the payments of principal, interest or other charges due hereunder are not received by the Holder within five (5) days of the date such payment is due, then the Company shall pay to the Holder a late charge (in addition to any other remedies that Holder may have) equal to five percent (5%) of each such unpaid payment or sum. Any payments returned to Holder for any reason must be covered by wire transfer of immediately available funds to an account designated by Holder, plus a $100.00 administrative fee charge. Holder shall have no responsibility or liability for payments purportedly made hereunder but not actually received by Holder; and the Company shall not be discharged from the obligation to make such payments due to loss of same in the mails or due to any other excuse or justification ultimately involving facts where such payments were not actually received by Holder.

Section 1.05. Manner of Payments. All sums payable to the order of Holder hereunder shall be payable by wire transfer of lawful dollars of the United States of America to the wire instructions as Holder may provide the Company from time to time.

ARTICLE II

Section 2.01 Secured Nature of Debenture. This Debenture is being issued in connection with a Second Amendment to the Purchase Agreement. The indebtedness evidenced by this Debenture, along with the indebtedness evidenced by Debenture A, is also secured by all of the assets and property of the Company and various other instruments and documents referred to in the Purchase Agreement as the “Transaction Documents”. All of the agreements, conditions, covenants, provisions, representations,warranties and stipulations contained in any of the Transaction Documents which are to be kept and performed by the Company are hereby made a part of this Debenture to the same extent and with the same force and effect as if they were fully set forth herein, and the Company covenants and agrees to keep and perform them, or cause them to be kept or performed, strictly in accordance with their terms.

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ARTICLE III

Section 3.01 Events of Default. The occurrence of any of the following events shall constitute an “Event of Default" hereunder: (i) the Company shall fail to pay any interest, principal or other charges due under this Debenture or any other Transaction Documents on the date when any such payment shall be due and payable; (ii) the Company makes an assignment for the benefit of creditors; (iii) any order or decree is rendered by a court which appoints or requires the appointment of a receiver, liquidator or trustee for the Company, and the order or decree is not vacated within thirty (30) days from the date of entry thereof; (iv) any order or decree is rendered by a court adjudicating the Company insolvent, and the order or decree is not vacated within thirty (30) days from the date of entry thereof; (v) the Company files a petition in bankruptcy under the provisions of any bankruptcy law or any insolvency act; (vi) the Company admits, in writing, its inability to pay its debts as they become due; (vii) a proceeding or petition in bankruptcy is filed against the Company and such proceeding or petition is not dismissed within thirty (30) days from the date it is filed; (viii) the Company files a petition or answer seeking reorganization or arrangement under the bankruptcy laws or any law or statute of the United States or any other foreign country or state; and (ix) the Company shall fail to perform, comply with or abide by any of the stipulations, agreements, conditions and/or covenants contained in this Debenture or any of the other Transaction Documents on the part of the Company to be performed complied with or abided by, and such failure continues or remains uncured for ten (10) days following written notice from the Holder to the Company.

Section 3.02 Remedies. Upon the occurrence of an Event of Default that is not timely cured within an applicable cure period hereunder, the interest on this Debenture shall immediately accrue at an interest rate equal to eighteen percent (18%) per annum, and, in addition to all other rights or remedies the Holder may have, at law or in equity, the Holder may, in its sole discretion, accelerate full repayment of all principal amounts outstanding hereunder, together with accrued interest thereon, together with redemption premiums due thereon, together with all attorneys’ fees, paralegals’ fees and costs and expenses incurred by the Holder in collecting or enforcing payment hereof (whether such fees, costs or expenses are incurred in negotiations, all trial and appellate levels, administrative proceedings, bankruptcy proceedings or otherwise), and together with all other sums due by the Company hereunder and under the Transaction Documents, all without any relief whatsoever from any valuation or appraisement laws, and payment thereof may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to the Holder at law, in equity, or under this Debenture or any of the other Transaction Documents. In connection with the Holder’s rights hereunder upon an Event of Default, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it in equity or under applicable law.

Upon the occurrence of an Event of Default, in addition to any other rights or remedies the Holder may have under the Transaction Documents or applicable law, the Holder shall have the right, but not the obligation, to cause the Confession of Judgment to be entered into a court of competent jurisdiction.

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ARTICLE IV

Section 4.01 Usury Savings Clause. Notwithstanding any provision in this Debenture or the other Transaction Documents to the contrary, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Debenture or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Debenture, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance due hereunder immediately upon receipt of such sums by the Holder hereof, with the same force and effect as though the Company had specifically designated such excess sums to be so applied to the reduction of the principal balance then outstanding, and the Holder hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Holder may, at any time and from time to time, elect, by notice in writing to the Company, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest, rather than accept such sums as a prepayment of the principal balance then outstanding. It is the intention of the parties that the Company does not intend or expect to pay, nor does the Holder intend or expect to charge or collect any interest under this Debenture greater than the highest non-usurious rate of interest which may be charged under applicable law.

ARTICLE V

Section 5.01 No Exemption. The Company hereby waives and releases all benefit that might accrue to the Company by virtue of any present or future laws exempting any property that may serve as security for this Debenture, or any other property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy, or sale under execution, exemption from civil process, or extension of time for payment; and the Company agrees that any property that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued thereon, may be sold upon any such writ in whole or in part in any order or manner desired by Holder.

Section 5.02 Exercise of Remedies. The remedies of the Holder as provided herein and in any of the other Transaction Documents shall be cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion of the Holder, and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof.

Section 5.03 Waivers. The Company and all others who are, or may become liable for the payment hereof: (i) severally waive presentment for payment, demand, notice of nonpayment or dishonor, protest and notice of protest of this Debenture or any other Transaction Documents, and all other notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Debenture and the other Transaction Documents, except as specifically provided in this Debenture or any other Transaction Document; (ii) expressly consent to all extensions of time, renewals or postponements of time of payment of this Debenture and any other Transaction Documents from time to time prior to or after the maturity of this Debenture without notice, consent or further consideration to any of the foregoing; (iii) expressly agree that the Holder shall not be required first to institute any suit, or to exhaust its remedies against the Company or any other person or party to become liable hereunder or against any collateral that may secure this Debenture in order to enforce the payment of this Debenture; and (iv) expressly agree that, notwithstanding the occurrence of any of the foregoing (except the express written release by the Holder of any such person), the undersigned shall be and remain, directly and primarily liable for all sums due under this Debenture.

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Section 5.04 No Waiver. Holder shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by Holder, and then only to the extent specifically set forth in the writing. A waiver on one event shall not be construed as continuing or as a bar to or waiver of any right or remedy to a subsequent event.

ARTICLE VI

Section 6.01 Notice. Any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Debenture must be in writing and in each case properly addressed to the party to receive the same in accordance with the information below, and will be deemed to have been delivered: (i) if mailed by certified mail, return receipt requested, postage prepaid and properly addressed to the address below, then three (3) business days after deposit of same in a regularly maintained U.S. Mail receptacle; or (ii) if mailed by Federal Express, UPS or other nationally recognized overnight courier service, next business morning delivery, then one (1) business day after deposit of same in a regularly maintained receptacle of such overnight courier; or (iii) if hand delivered, then upon hand delivery thereof to the address indicated on or prior to 5:00 p.m ., EST, on a business day. Any notice hand delivered after 5:00 p.m., EST, shall be deemed delivered on the following business day. Notwithstanding the foregoing, notice, consents, waivers or other communications referred to in this Debenture may be sent by facsimile, e-mail, or other method of delivery, but shall be deemed to have been delivered only when the sending party has confirmed (by reply e-mail or some other form of written confirmation from the receiving party) that the notice has been received by the other party. The addresses and facsimile numbers for such communications shall be as set forth below, unless such address or information is changed by a notice conforming to the requirements hereof.

If to the Company:	OSL Holdings, Inc.
	1669 Edgewood Road, Suite 214,
	Yardley, PA 10967
	Attention: Bob Rothenberg
	Telephone: (845) 363-6776
	Facsimile: (845) 363-6779
	E-Mail: bob@oslholdings.com
With a copy to:	Legal & Compliance, LLC
(which shall not constitute notice)	330 Clematis Street, Suite 217
	West Palm Beach, FL 33401
	Attention: Laura Anthony, Esq.
	Telephone: (561) 515-0936
	Facsimile: (561) 514-0832
	E-Mail: lanthony@legalandcompliance.com
If to the Holder:	TCA Global Credit Master Fund, LP
	3960 Howard Hughes Parkway, Suite 500
	Las Vegas, NV 89196
	Attn: Mr. Robert Press
	Telephone: (702) 990-3752
	Facsimile: (973) 807-1813
	E-Mail: bpress@tcaglobalfund.com
With a copy to:	Lucosky Brookman LLP
(which shall not constitute notice)	101 Wood Avenue South, 5th Floor
	Woodbridge, NJ 08830
	Attn: Seth A. Brookman, Esq.
	Telephone: (732) 395-4400
	Facsimile: (732) 395-4401
	E-Mail: sbrookman@lucbro.com

Section 6.02 Governing Law and Venue. The Company and Holder each irrevocably agrees that any dispute arising under, relating to, or in connection with, directly or indirectly, this Debenture or related to any matter which is the subject of or incidental to this Debenture (whether or not such claim is based upon breach of contract or tort) shall be subject to the exclusive jurisdiction and venue of the state and/or federal courts located in Broward County, Florida. This provision is intended to be a “mandatory” forum selection clause and governed by and interpreted consistent with Florida law. The Company and Holder each hereby consents to the exclusive jurisdiction and venue of any state or federal court having its situs in said county, and each waives any objection based on forum non conveniens. The Company hereby waives personal service of any and all process and consent that all such service of process may be made by certified mail, return receipt requested, directed to the Company, as set forth herein in the manner provided by applicable statute, law, rule of court or otherwise. Except for the foregoing mandatory forum selection clause, all terms and provisions hereof and the rights and obligations of the Company and Holder hereunder shall be governed, construed and interpreted in accordance with the laws of the State of Nevada, without reference to conflict of laws principles.

Section 6.03 Severability. In the event any one or more of the provisions of this Debenture shall for any reason be held to be invalid, illegal, or unenforceable, in whole or in part, in any respect, or in the event that any one or more of the provisions of this Debenture operates or would prospectively operate to invalidate this Debenture, then and in any of those events, only such provision or provisions shall be deemed null and void and shall not affect any other provision of this Debenture. The remaining provisions of this Debenture shall remain operative and in full force and effect and shall in no way be affected, prejudiced, or disturbed thereby.

Section 6.04 Entire Agreement and Amendments. This Debenture, together with the other Transaction Documents represents the entire agreement between the parties hereto with respect to the subject matter hereof and thereof, and there are no representations, warranties or commitments, except as set forth herein and therein. This Debenture may be amended only by an instrument in writing executed by the parties hereto.

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Section 6.05 Binding Effect. This Debenture shall be binding upon the Company and the successors and assigns of the Company and shall inure to the benefit of the Holder and the successors and assigns of the Holder.

Section 6.06 Assignment. The Holder may from time to time sell or assign, in whole or in part, or grant participations in, this Debenture and/or the obligations evidenced hereby without the consent of the Company. The holder of any such sale, assignment or participation, if the applicable agreement between Holder and such holder o provides, shall be: (i) entitled to all of the rights obligations and benefits of Holder (to the extent of such holder’s interest or pa1ticipation); and (ii) deemed to hold and may exercise the rights of setoff or banker’s lien with respect to any and all obligations of such holder to the Company (to the extent of such holder s interest or participation) , in each case as fully as though the Company was directly indebted to such holder. Holder may in its discretion give notice to the Company of such sale, assignment or participation; however, the failure to give such notice shall not affect any of Holder’s or such holder’s rights hereunder.

Section 6.07 Lost or Mutilated Debenture. If this Debenture shall be mutilated, lost, stolen or destroyed the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Debenture or in lieu of or in substitution for a lost, stolen or destroyed Debenture a new Debenture for the principal amount of this Debenture so mutilated, lost stolen or destroyed , but only upon receipt of evidence of such loss, theft or destruction of such Debenture, and of the ownership hereof, reasonably satisfactory to the Company.

Section 6.08 WAIVER OF JURY TRIAL. THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED ON THIS DEBENTURE, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS DEBENTURE OR ANY OTHER TRANSACTION DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF OR BETWEEN ANY PARTY HERETO, AND THE COMPANY AGREES AND CONSENTS TO THE GRANTING TO HOLDER OF RELIEF FROM ANY STAY ORDER WHICH MIGHT BE ENTERED BY ANY COURT AGAINST HOLDER AND TO ASSIST HOLDER IN OBTAINING SUCH RELIEF. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER ACCEPTING THIS DEBENTURE FROM THE COMPANY. THE COMPANY’S REASONABLE RELIANCE UPON SUCH INDUCEMENT I HEREBY ACKNOWLEDGED.

Section 6.09 NON-US STATUS. THE HOLDER IS A NON-US PERSON AS THAT TERM IS DEFINED IN THE UNITED STATES INTERNAL REVENUE CODE. IT IS HEREBY AGREED AND UNDERSTOOD THAT THE OBLIGATIONS HEREUNDER MAY BE SOLD ONLY TO NON-U.S. PERSON. THE INTEREST PAYABLE HEREUNDER IS PAYABLE ONLY OUTSIDE THE UNITED STATES. ANY U.S. PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAW. BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANT THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SEC 6049(8)(4) OF THE INTERNAL REVENUE CODE AND REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATE PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SEC. 6049(B)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).

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ARTICLE VII

Section 7.01 Conversion of Debenture. At any time and from time to time while this Debenture is outstanding on or after the Closing Date, if mutually agreed upon by the parties or upon the occurrence of an Event of Default at the sole option of the Holder, this Debenture may be, convertible into shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms and conditions set forth in this Article VII.

(1) Voluntary Conversion. At any time while this Debenture is outstanding on or after the Closing Date, upon the occurrence of an Event of Default, the Holder may convert all or any portion of the outstanding principal accrued and unpaid interest redemption premium and any other sums due and payable hereunder or under any of the other Transaction Documents (such total amount, the “Conversion Amount”) into shares of Common Stock of the Company (the “Conversion Shares”) at a price equal to: (i) the Conversion Amount (the numerator); divided by (ii) eighty five percent (85%) of the lowest volume weighted average price of the Company’s Common Stock during the five (5) trading days immediately prior to the Conversion Date (as defined below), as indicated in the conversion notice (in the form attached hereto as Exhibit “A” the “Conversion Notice”) (the denominator) (the “Conversion Price”). The Holder shall submit a Conversion Notice indicating the amount of the Debenture being converted and the number of Conversion Shares issuable upon such conversion, and where the Conversion Shares should be delivered.

(2) The Holder’s Conversion Limitations. The Company shall not affect any conversion of this Debenture, and the Holder shall not have the right to convert any portion of this Debenture, to the extent that after giving effect to the conversion set forth on the Conversion Notice submitted by the Holder, the Holder (together with the Holder’s affiliates (as defined herein) and any Persons acting as a group together with the Holder or any of the Holder’s affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined herein). To ensure compliance with this restriction, prior to delivery of any Conversion Notice, the Holder shall have the right to request that the Company provide to the Holder a written statement of the percentage ownership of the Company’s Common Stock that would by beneficially owned by the Holder and its affiliates in the Company if the Holder converted such portion of this Debenture then intended to be converted by Holder. The Company shall, within two (2) business days of such request, provide Holder with the requested information in a written statement, and the Holder shall be entitled to rely on such written statement from the Company in issuing its Conversion Notice and ensuring that its ownership of the Company’s Common Stock is not in excess of the Beneficial Ownership Limitation. The restriction described in this Section may be waived by Holder, in whole or in part, upon notice from the Holder to the Company. For purposes of this Debenture, the “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Debenture. The limitations contained in this Section shall apply to a successor holder of this Debenture. For purposes of this Debenture, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization or a government or any department or agency thereof.

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(3) Mechanics of Conversion. The conversion of this Debenture shall be conducted in the following manner:

(a) Holder’s Delivery Requirements. To convert this Debenture into shares of Common Stock on any date set forth in the Conversion Notice by the Holder (the “Conversion Date”), the Holder shall transmit by facsimile or electronic mail (or otherwise deliver) a copy of the fully executed Conversion Notice to the Company (or, under certain circumstances as set forth below, by delivery of the Conversion Notice to the Company’s transfer agent).

(b) Company’s Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in no event later than two (2) Business Days after receipt of such Conversion Notice, send, via facsimile or electronic mail (or otherwise deliver) a confirmation of receipt of such Conversion Notice (the “Conversion Confirmation”) to the Holder indicating that the Company will process such Conversion Notice in accordance with the terms herein. In the event the Company fails to issue its Conversion Confirmation within said two (2) Business Day time period, the Holder shall have the absolute and irrevocable right and authority to deliver the fully executed Conversion Notice to the Company’s transfer agent, and pursuant to the terms of the Purchase Agreement, the Company’s transfer agent shall issue the applicable Conversion Shares to Holder as hereby provided. Within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation), provided that the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, the Company shall cause the transfer agent to (or, if for any reason the Company fails to instruct or cause its transfer agent to so act, then pursuant to the Purchase Agreement, the Holder may request and require the Company’s transfer agent to) electronically transmit the applicable Conversion Shares to which the Holder shall be entitled by crediting the account of the Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system, and provide proof satisfactory to the Holder of such delivery. In the event that the Company’s transfer agent is not participating in the DTC FAST program and is not otherwise DWAC eligible (or in the event the Holder otherwise requests), within five (5) Business Days after the date of the Conversion Confirmation (or the date of the Conversion Notice, if the Company fails to issue the Conversion Confirmation), the Company shall instruct and cause its transfer agent to (or, if for any reason the Company fails to instruct or cause its transfer agent to so act, then pursuant to the Purchase Agreement, the Holder may request and require the Company’s transfer agent to) issue and surrender to a nationally recognized overnight courier for delivery to the address specified in the Conversion Notice, a certificate, registered in the name of the Holder or its nominee, for the number of Conversion Shares to which the Holder shall be entitled. To effect conversions hereunder, the Holder shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus all accrued and unpaid interest thereon and other sums due hereunder, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Holder, and any assignee by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.

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(c) Record Holder. The Person(s) entitled to receive the shares of Common Stock issuable upon a conversion of this Debenture shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of the Conversion Date.

(d) Failure to Deliver Certificates. If in the case of any Conversion Notice, the certificate or certificates are not delivered to or as directed by the Holder by the date required hereby, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion Notice, in which event the Company shall promptly return to the Holder any original Debenture delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates representing the principal amount of this Debenture unsuccessfully tendered for conversion to the Company.

(e) Obligation Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Debenture in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person or entity of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder . In the event the Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof and accrued but unpaid interest thereon in accordance with the terms of this Debenture, the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained, and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Debenture being converted, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of such injunction, the Company shall issue Conversion Shares upon a properly noticed conversion. If the Company fails for any reason to deliver to the Holder such certificate or certificates representing Conversion Shares pursuant to timing and delivery requirements of this Debenture, the Company shall pay to such Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $1.00 per day for each day after the date by which such certificates should have been delivered until such certificates are delivered. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to this Debenture or any agreement securing the indebtedness under this Debenture for the Company’s failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Nothing herein shall prevent the Holder from having the Conversion Shares issued directly by the Company’s transfer agent in accordance with the Purchase Agreement, in the event for any reason the Company fails to issue or deliver, or cause its transfer agent to issue and deliver, the Conversion Shares to the Holder upon exercise of Holder’s conversion rights hereunder.

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(f) Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Debenture shall be made without charge to the Holder hereof for any documentary stamp or similar taxes, or any other issuance or transfer fees of any nature or kind that may be payable in respect of the issue or delivery of such certificates, any such taxes or fees, if payable, to be paid by the Company.

(4) Reservation of Common Stock. The Company shall take all action reasonably necessary to at all times have authorized, and reserved for the purpose of issuance, such number of shares of Common Stock as shall be necessary to effect the full conversion of the Debenture in accordance with its terms (the “Share Reserve”). If the Share Reserve is insufficient to effect the full conversion of the Debenture then outstanding, upon receipt of the conversion notice, the Company shall increase the Share Reserve accordingly within sixty (60) days of such notice. If the Company does not have sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, the Company shall call and hold a special meeting of the shareholders, or take action by the written consent of the holders of a majority of the outstanding shares of Common Stock, if possible, for the sole purpose of increasing the number of shares authorized to an amount of shares equal to the Conversion Shares. The Company’s management shall recommend to the shareholders to vote in favor of increasing the number of shares of Common Stock authorized.

(5) Make-Whole Rights. Upon liquidation by the Holder of Conversion Shares issued pursuant to a Conversion Notice, provided that the Holder realizes a net amount from such liquidation equal to less than the Conversion Amount specified in the relevant Conversion Notice (such net realized amount, the “Realized Amount”), the Company shall issue to the Holder additional shares of the Company’s Common Stock equal to: (i) the Conversion Amount specified in the relevant Conversion Notice; minus (ii) the Realized Amount, as evidenced by a reconciliation statement from the Holder (a “Sale Reconciliation”) showing the Realized Amount from the sale of the Conversion Shares; divided by (iii) the average volume weighted average price of the Company’s Common Stock during the five (5) Business Days immediately prior to the date upon which the Holder delivers notice (the “Make-Whole Notice") to the Company that such additional shares are requested by the Holder (the “Make-Whole Stock Price”) (such number of additional shares to be issued, the “Make-Whole Shares”). Upon receiving the Make-Whole Notice and Sale Reconciliation evidencing the number of Make-Whole Shares requested, the Company shall instruct its transfer agent to issue certificates representing the Make-Whole Shares, which Make-Whole Shares shall be issued and delivered in the same manner and within the same time frames as set forth herein. The Make-Whole Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Company’s Common Stock. Following the sale of the Make-Whole Shares by the Holder: (i) in the event that the Holder receives net proceeds from such sale which, when added to the Realized Amount from the prior relevant Conversion Notice, is less than the Conversion Amount specified in the relevant Conversion Notice, the Holder shall deliver an additional Make-Whole Notice to the Company following the procedures provided previously in this paragraph, and such procedures and the delivery of Make-Whole Notices and issuance of Make-Whole Shares shall continue until the Conversion Amount has been fully satisfied; and (ii) in the event that the Holder received net proceeds from the sale of Make-Whole Shares in excess of the Conversion Amount specified in the relevant Conversion Notice, such excess amount shall be applied to satisfy any and all amounts owed hereunder in excess of the Conversion Amount specified in the relevant Conversion Notice.

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(6) Adjustments to Conversion Price.

(a) Stock Dividends and Stock Splits. If the Company, at any time while this Debenture is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on outstanding shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, or re-classification.

(b) Fundamental Transaction. If, at any time while this Debenture is outstanding: (i) the Company effects any merger or consolidation of the Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then upon any subsequent conversion of this Debenture, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one (1) share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Debenture following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new note consistent with the foregoing provisions and evidencing the Holder’s right to convert such note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section and insuring that this Debenture (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

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(c) Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Debenture, the Company shall promptly deliver to Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(d) Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Company’s records, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating: (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 10-day period commencing on the date of such notice through the effective date of the event triggering such notice.

[signature page follows]

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IN WITNESS WHEREOF with the intent to be legally bound hereby, the Company has executed this Replacement Debenture B as of the date first written above.

OSL HOLDINGS, INC.
By:	/s/ Robert H. Rothenberg, Jr.
Name:	Robert H. Rothenberg, Jr.
Title:	Chief Executive Officer

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CONSENT AND AGREEMENT

The undersigned is a Guarantor, as that term is defined in that certain securities purchase agreement by and between the Company, as borrower, and the Holder, as lender, and, as such, the undersigned hereby consents and agrees to the payment of the amounts contemplated in the replacement debenture A, documents contemplated thereby and to the provisions contained therein relating to conditions to be fulfilled and obligations to be performed by the Company pursuant to or in connection with said replacement debenture A to the same extent as if the undersigned were a party to said replacement debenture A.

GUARANTOR:
OFFICE SUPPLY LINE, INC.
By:	/s/ Mordecai E. Feder
Name:	Mordecai E. Feder
Title:	President
OSL DIVERSITY MARKETPLACE, INC.
By:	/s/ Mordecai E. Feder
Name:	Mordecai E. Feder
Title:	President
OSL REWARDS CORPORATION
By:	/s/ Mordecai E. Feder
Name:	Mordecai E. Feder
Title:	President
GO GREEN HYDROPONICS INC.
By:	/s/ Robert H. Rothenberg, Jr.
Name:	Robert H. Rothenberg, Jr.
Title:	President

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EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal and/or interest under the Senior Secured, Convertible, Redeemable Debenture (the “Debenture”) issued by OSL Holdings, Inc., a corporation incorporated under the laws of the State of Nevada (the “Company”), into shares of common stock, par value $0.001 per share (the “Common Shares”), of the Company in accordance with the conditions of the Debenture, as of the date written below.

Based solely on information provided by the Company to Holder, the undersigned represents and warrants to the Company that its ownership of the Common Shares does not exceed the Beneficial Ownership Limitation as specified under the Note.

Conversion Calculations

Effective Date of Conversion:

Principal Amount and/or Interest to be Converted:

Number of Common Shares to be Issued:

[HOLDER]

By:

Name:

Title:

Address:

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EX-4.4

Exhibit 4.4

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: May 22, 2015

$102,500

10% CONVERTIBLE NOTE

DUE MAY 22, 2016

THIS 10% CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 10% Convertible Notes of OSL Holdings Inc. (the “Company”), having its principal place of business at 1669 Edgewood Road, Suite 214, Yardley, PA 19067, designated as its 10% Convertible Notes due May 22, 2016 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).

FOR VALUE RECEIVED, the Company promises to pay to Old Main Capital, LLC or its registered assigns (the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $102,500 on May 22, 2016 (the “Maturity Date”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof. This Note is subject to the following additional provisions:

Section 1. Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:

“Alternate Consideration” shall have the meaning set forth in Section 5(e).

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“Alternative Conversion Price” means 55% of the average of the three (3) lowest traded prices of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date.

“Bankruptcy Event” means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts or (g) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

“Base Conversion Price” shall have the meaning set forth in Section 5(b).

“Beneficial Ownership Limitation” shall have the meaning set forth in Section 4(d).

“Buy-In” shall have the meaning set forth in Section 4(b)(v).

“Change of Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Securities issued together with the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

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“Conversion” shall have the meaning ascribed to such term in Section 4.

“Conversion Date” shall have the meaning set forth in Section 4(a).

“Conversion Schedule” means the Conversion Schedule in the form of Schedule 1 attached hereto.

“Conversion Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms hereof.

“Dilutive Issuance” shall have the meaning set forth in Section 5(b).

“Dilutive Issuance Notice” shall have the meaning set forth in Section 5(b).

“DTC” means the Depository Trust Company.

“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer Program.

“DWAC Eligible” means that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements, (b) the Company has been approved (without revocation) by the DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, and (d) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Conversion Shares via DWAC.

“Equity Conditions” means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the Holder in respect of this Note, (c)(i) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) or (ii) all of the Conversion Shares issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments of interest) may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Holder, (d) the Common Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents, (f) there is no existing Event of Default and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default, (g) the issuance of the shares in question to the Holder would not violate the limitations set forth in Section 4(d) herein, (h) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (i) the applicable Holder is not in possession of any information provided by the Company that constitutes, or may constitute, material non-public information, (j) the Company has timely filed (or obtained extensions in respect thereof and filed within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act, except that the Company is requested to file an 8-K/A with respect to the financial statements of an entity that it acquired, (k) on any date that the Company desires to make a payment of interest and/or principal, the average daily dollar volume of the Company’s common stock for the previous twenty (20) trading days must be greater than $50,000, (l) the Company shares of common stock must be DWAC Eligible and not subject to a “DTC chill” and (m) the Conversion Shares must be delivered via an “Automatic Conversion” of principal and/or interest.

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“Event of Default” shall have the meaning set forth in Section 6(a).

“Fixed Conversion Price” shall have the meaning set forth in Section 4(b).

“Fundamental Transaction” shall have the meaning set forth in Section 5(e).

“Late Fees” shall have the meaning set forth in Section 2(c).

“Mandatory Default Amount” means the payment of 130% of the outstanding principal amount of this Note and accrued and unpaid interest hereon, in addition to the payment of all other amounts, costs, expenses and liquidated damages due in respect of this Note.

“New York Courts” shall have the meaning set forth in Section 7(d).

“Note Register” shall have the meaning set forth in Section 2(b).

“Notice of Conversion” shall have the meaning set forth in Section 4(a).

“Original Issue Date” means the date of the first issuance of this Note, regardless of any transfers of any Note and regardless of the number of instruments which may be issued to evidence such Notes.

“Purchase Agreement” means the Securities Purchase Agreement, dated as of May 15, 2015 between the Company and the original Holder, as amended, modified or supplemented from time to time in accordance with its terms.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Share Delivery Date” shall have the meaning set forth in Section 4(c)(ii).

“Successor Entity” shall have the meaning set forth in Section 5(e).

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Section 2. Interest.

a) Payment of Interest in Cash or Kind. The Company shall pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note at the rate of 10% per annum, which interest amount shall be guaranteed and the total amount of interest due on the Note shall be deemed earned as of the Original Issue Date. All interest payments hereunder will be payable in cash, or subject to the Equity Conditions being satisfied, in cash or Common Stock in the Holder’s discretion. Accrued and unpaid interest shall be due and payable on each Conversion Date and on the Maturity Date, or as otherwise set forth herein.

b) Interest Calculations. Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made. Interest hereunder will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note (the “Note Register”).

c) Late Fee. All overdue accrued and unpaid interest to be paid hereunder shall entail a late fee at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law (the “Late Fees”) which shall accrue daily from the date such interest is due hereunder through and including the date of actual payment in full.

d) Prepayment. At any time upon three (3) days written notice to the Holder, the Company may prepay any portion of the principal amount of this Note and any accrued and unpaid interest. If the Company exercises its right to prepay the Note, the Company shall make payment to the Holder of an amount in cash equal to the sum of the then outstanding principal amount of this Note and interest multiplied by 130%. The Holder may continue to convert the Note from the date notice of the prepayment is given until the date of the prepayment.

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Section 3. Registration of Transfers and Exchanges.

a) Different Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.

b) Investment Representations. This Note has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.

c) Reliance on Note Register. Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company may treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

Section 4. Conversion.

a) Voluntary Conversion. At any time after four (4) months from the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink- original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain a Conversion Schedule showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

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b) Conversion Price. The conversion price in effect on any Conversion Date shall be equal to 60% of the average of the three (3) lowest traded prices of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date (the “Fixed Conversion Price”). Notwithstanding anything herein to the contrary, at any time after the occurrence of any Event of Default the Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Alternative Conversion Price. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

c) Mechanics of Conversion.

i. Conversion Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted and any accrued and unpaid interest to be converted by (y) the Fixed Conversion Price.

ii. Delivery of Certificate Upon Conversion. Not later than three (3) Trading Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) a certificate or certificates representing the Conversion Shares which, on or after the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information and the Company has received an opinion of counsel to such effect reasonably acceptable to the Company (which opinion the Company will be responsible for obtaining) shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares being acquired upon the conversion of this Note, and (B) a bank check in the amount of accrued and unpaid interest (if the Company has elected or is required to pay accrued interest in cash). All certificate or certificates required to be delivered by the Company under this Section 4(d) shall be delivered electronically through the Depository Trust Company or another established clearing corporation performing similar functions. If the Conversion Date is prior to the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information the Conversion Shares shall bear a restrictive legend in the following form, as appropriate:

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“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

Notwithstanding the foregoing, commencing on such date that the Conversion Shares are eligible for sale under Rule 144 subject to current public information requirements, the Company, upon request of the Holder, shall obtain a legal opinion to allow for such sales under Rule 144.

iii. Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

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iv. Obligation Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal or interest amount hereof, the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, $1,000 per Trading Day for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof for the Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

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v. Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Note with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.

vi. Reservation of Shares Issuable Upon Conversion. The Company covenants that commencing on June 1, 2015, it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 250% of the Required Minimum for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Notes), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

vii. Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Fixed Conversion Price or round up to the next whole share.

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viii. Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

d) Holder’s Conversion Limitations. The Company shall not effect any conversion of principal and/or interest of this Note, and a Holder shall not have the right to convert any principal and/or interest of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes or the Warrants) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 4(e), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(e) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note.

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Section 5. Certain Adjustments.

a) Stock Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Notes), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Fixed Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b) Subsequent Equity Sales. If, at any time while this Note is outstanding, the Company or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the then Fixed Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Fixed Conversion Price, such issuance shall be deemed to have occurred for less than the Fixed Conversion Price on such date of the Dilutive Issuance), then the Fixed Conversion Price shall be reduced to equal the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 5(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 5(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

c) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 5(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

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d) Intentionally Omitted.

e) Fundamental Transaction. If, at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 4(e) on the conversion of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion of this Note). For purposes of any such conversion, the determination of the Fixed Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Fixed Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Note and the other Transaction Documents (as defined in the Purchase Agreement) in accordance with the provisions of this Section 5(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Note, deliver to the Holder in exchange for this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Note which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Note (without regard to any limitations on the conversion of this Note) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of this Note immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

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f) Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.

g) Notice to the Holder.

i. Adjustment to Fixed Conversion Price. Whenever the Fixed Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to each Holder a notice setting forth the Fixed Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

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Section 6. Events of Default.

a) “Event of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

i. any default in the payment of (A) the principal amount of any Note or (B) interest, liquidated damages and other amounts owing to a Holder on any Note, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration or otherwise) which default, solely in the case of an interest payment or other default under clause (B) above, is not cured within 3 Trading Days;

ii. the Company shall materially fail to observe or perform any other material covenant or material agreement contained in the Notes (other than a breach by the Company of its obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed in clause (xi) below) which failure is not cured, if possible to cure, within the earlier to occur of (A) 5 Trading Days after notice of such failure sent by the Holder or by any other Holder to the Company and (B) 10 Trading Days after the Company has become or should have become aware of such failure;

iii. a default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) shall occur under (A) any of the Transaction Documents or (B) any other material agreement, lease, document or instrument to which the Company or any Subsidiary is obligated (and not covered by clause (vi) below);

iv. any representation or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or thereto or any other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect in any material respect as of the date when made or deemed made;

v. the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to a Bankruptcy Event;

vi. the Company or any Subsidiary shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $100,000, whether such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;

vii. the Common Stock shall not be eligible for listing or quotation for trading on a Trading Market and shall not be eligible to resume listing or quotation for trading thereon within five Trading Days or the transfer of shares of Common Stock through the Depository Trust Company System is no longer available or “chilled”;

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viii. the Company shall be a party to any Change of Control Transaction or Fundamental Transaction or shall agree to sell or dispose of all or in excess of 33% of its assets in one transaction or a series of related transactions (whether or not such sale would constitute a Change of Control Transaction);

ix. the Company shall fail for any reason to deliver certificates to a Holder on or prior to the third Trading Day after a Conversion Date pursuant to Section 4(c) or the Company shall provide at any time notice to the Holder, including by way of public announcement, of the Company’s intention to not honor requests for conversions of any Notes in accordance with the terms hereof;

x. the Company fails to file with the Commission any required reports under Section 13 or 15(d) of the Exchange Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable);

xi. if the Company or any Significant Subsidiary shall: (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of it or any of its properties, (ii) admit in writing its inability to pay its debts as they mature, (iii) make a general assignment for the benefit of creditors, (iv) be adjudicated a bankrupt or insolvent or be the subject of an order for relief under Title 11 of the United States Code or any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute of any other jurisdiction or foreign country, or (v) file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage or any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law, or (vi) take or permit to be taken any action in furtherance of or for the purpose of effecting any of the foregoing;

xii. if any order, judgment or decree shall be entered, without the application, approval or consent of the Company or any Significant Subsidiary, by any court of competent jurisdiction, approving a petition seeking liquidation or reorganization of the Company or any Subsidiary, or appointing a receiver, trustee, custodian or liquidator of the Company or any Subsidiary, or of all or any substantial part of its assets, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty (60) days;

xiii. the occurrence of any levy upon or seizure or attachment of, or any uninsured loss of or damage to, any property of the Company or any Subsidiary having an aggregate fair value or repair cost (as the case may be) in excess of $100,000 individually or in the aggregate, and any such levy, seizure or attachment shall not be set aside, bonded or discharged within thirty (30) days after the date thereof;

xiv. the Company shall fail to maintain sufficient reserved shares pursuant to Section 4.10 of the Purchase Agreement after the increase in authorized shares is effective on June 1, 2015; or

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xv. any monetary judgment, writ or similar final process shall be entered or filed against the Company, any subsidiary or any of their respective property or other assets for more than $100,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a period of 45 calendar days;

b) Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as set forth in Section 4(d), if any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount. After the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an additional interest rate equal to the lesser of 2% per month (24% per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

Section 7. Miscellaneous.

a) Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth above, or such other facsimile number or address as the Company may specify for such purposes by notice to the Holder delivered in accordance with this Section 7(a). Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of the Holder appearing on the books of the Company, or if no such facsimile number or address appears on the books of the Company, at the principal place of business of such Holder, as set forth in the Purchase Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 12:00 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 12:00 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.

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b) Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company. This Note ranks pari passu with all other Notes now or hereafter issued under the terms set forth herein.

c) Lost or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company.

d) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

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e) Waiver. Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion. Any waiver by the Company or the Holder must be in writing.

f) Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Note, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

g) Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note.

h) Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

i) Headings. The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of the provisions hereof.

*********************

(Signature Pages Follow)

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.

OSL HOLDINGS INC.
By:	/s/ Robert Rothenberg
Name:	Robert Rothenberg
Title:	CEO
Facsimile No. for delivery of Notices: (845) 363-6779

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ANNEX A

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal under the 10% Convertible Note due May 22, 2016 of OSL Holdings Inc. (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.

The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock.

Conversion calculations:
	Date to Effect Conversion:
	Principal Amount of Note to be Converted:
	Payment of Interest in Common Stock          yes          no
	If yes, $            of Interest Accrued on Account of Conversion at Issue.
	Number of shares of Common Stock to be issued:
	Signature:
	Name:
	Delivery Instructions:

Schedule 1

CONVERSION SCHEDULE

This 10% Convertible Note due on May 22, 2016 in the original principal amount of $102,500 is issued by OSL Holdings Inc. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note.

Dated:

Date of Conversion (or for first entry, Original Issue Date) Amount of Conversion Aggregate Principal Amount Remaining Subsequent to Conversion (or original Principal Amount) Company Attest

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

This SECOND AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is dated effective as of the 18th day of May, 2015, by and between OSL HOLDINGS, INC., a Nevada corporation (the “Borrower”), GO GREEN HYDROPONICS, INC., a California corporation, OFFICE SUPPLY LINE, INC., a Nevada corporation, OSL DIVERSITY MARKETPLACE, INC., a Nevada corporation, and OSL REWARDS CORPORATION, a Nevada corporation (collectively, the “Corporate Guarantors”), ROBERT ROTHENBERG, an individual (the “Validity Guarantor” and together with the Corporate Guarantors, the “Guarantors”), and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Lender”).

RECITALS

WHEREAS, the Borrower and Lender entered into a Securities Purchase Agreement dated as of June 30, 2014, but made effective as of October 21, 2014 (the “Original Purchase Agreement”), together with Letter Agreement dated as of, 2015 (the “First Amendment”) (the Original Purchase Agreement and the First Amendment, collectively, together with any other amendments, renewals, substitutions, replacements or modifications from time to time, the “Purchase Agreement”); and

WHEREAS, pursuant to the Original Purchase Agreement, the Borrower executed and delivered to Lender that certain Senior Secured, Convertible, Redeemable Debenture dated as of June 30, 2014, but made effective as of October 21, 2014 (such Debenture, together with any other amendments, renewals, substitutions, replacements or modifications from time to time, collectively referred to as the “Debenture”); and

WHEREAS, in connection with the Purchase Agreement and the Debenture, the Borrower and the Guarantors executed and delivered to the Lender various ancillary documents referred to in the Purchase Agreement as the “Transaction Documents”; and

WHEREAS, the Borrower’s obligations under the Purchase Agreement and the Debenture are secured by the following, all of which are included within the Transaction Documents: (i) the Security Agreements; (ii) the Guarantee Agreements; (ii i) the Pledge Agreements; (iv) the Validity Certificates; and (v) UCC-1 Financing Statements naming the Borrower and Corporate Guarantors, as debtors, and Lender, as secured party (collectively, the “UCC-l’s”), among other Transaction Documents; and

WHEREAS, the Borrower, the Guarantors, and Lender desire to enter into certain agreements with respect to the Purchase Agreement and the other Transaction Documents, all as more specifically set fo1ih in this Amendment;

NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound, agree as follows:

1. Recitals. The recitations set forth in the preamble of this Amendment are true and correct and incorporated herein by this reference.

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2. Capitalized Terms. All capitalized terms used in this Amendment shall have the same meaning ascribed to them in the Purchase Agreement, except as otherwise specifically set forth herein. In addition, the other definitional and interpretation provisions of Article III of the Purchase Agreement shall be deemed to apply to all terms and provisions of this Amendment, unless the express context otherwise requires.

3. Conflicts. In the event of any conflict or ambiguity by and between the terms and provisions of this Amendment and the terms and provisions of the Purchase Agreement, the terms and provisions of this Amendment shall control, but only to the extent of any such conflict or ambiguity.

4. Modification of Debenture. From and after the date hereof, the Debenture shall be and is hereby severed, split, divided and apportioned into two (2) separate and distinct debentures, as follows:

(a) Replacement Debenture A evidencing a principal indebtedness of Two Hundred Fifty Thousand and No/J 00 Dollars ($250,000.00), and which is being executed and delivered by Borrower to Lender simultaneously herewith (the “Replacement Debenture A”). Replacement Debenture A shall be and remain secured by the Security Agreements, Guarantee Agreements, the Pledge Agreements, the Validity Certificates, the UCC-1’s, and all other applicable Transaction Documents.

(b) Replacement Debenture B evidencing a principal indebtedness of Two Million Two Hundred Ninety-Four Thousand Five Hundred and No/100 Dollars ($2,294,500.00), and which is being executed and delivered by Borrower to Lender simultaneously herewith (the “Replacement Debenture B”, and together with Replacement Debenture A, collectively, the “Replacement Debentures”). Replacement Debenture B shall be and remain secured by the Security Agreements, Guarantee Agreements, the Pledge Agreements, the Validity Certificates, the UCC-1’s, and all other applicable Transaction Documents.

(c) The Replacement Debentures are being executed and delivered simultaneously herewith in substitution for and to supersede the Debenture in its entirety. It is the intention of the Borrower and Lender that while the Replacement Debentures replace and supersede the Debenture, in its entirety, they are not in payment or satisfaction of the Debenture, but rather are the substitute of one evidence of debt for another without any intent to extinguish the old. Nothing contained in this Amendment or in the Replacement Debentures shall be deemed to extinguish the indebtedness and obligations evidenced by the Debenture or constitute a novation of the indebtedness evidenced by the Debenture.

(d) Notwithstanding the splitting of the Debenture into the Replacement Debentures in the principal amounts as contemplated by this Amendment, Borrower understands and acknowledges that all sums received by Lender in payment of the Replacement Debentures, or either one of them, shall be applied by Lender in accordance with the terms of the Purchase Agreement, first to outstanding fees, charges and other costs due and payable under the Purchase Agreement and other Transaction Documents, second to accrued and unpaid interest, and last to outstanding principal. By way of example, and not in limitation, if Replacement Debenture A is sold as contemplated under the Debt Purchase Agreement, upon Lender’s receipt of the purchase price therefor, such amounts received by Lender shall be applied to the total indebtedness evidenced by the Replacement Debentures in the order described above.

(e) Borrower understands and acknowledges that in connection with the Debt Purchase Agreement, it may necessary or desirable, in Lender’s sole and absolute discretion, to have the Borrower further sever, split, divide and app01iion the Replacement Debentures further to accomplish the sale of the Outstanding Claims to Purchaser, as more specifically set forth in the Debt Purchase Agreement. In that regard, within no later than three (3) Business Days after request therefor is made by Lender to Borrower from time to time, the Borrower agrees to further sever, split, divide and apportion the Replacement Debentures, or any of them (or any replacement debentures issued in replacement thereof from time to time), and to execute and deliver such replacement debentures to Lender within such time frames as required or requested by Lender from time to time.

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5. Sale of Replacement Debentures.

(a) The parties acknowledge that Lender is entering into this Amendment in connection with the contemplated sale of the indebtedness represented by the Replacement Debentures to Redwood Management, LLC (“Purchaser”) under the terms of a Debt Purchase Agreement (the “Debt Purchase Agreement”) to be entered into promptly after the execution of this Amendment. In the event that the Purchaser fails to purchase all of the Outstanding Claims, the Borrower shall have the right to enter into a similar agreement as the Debt Purchase Agreement, on the same terms, with a new purchaser, which new purchaser shall be deemed a “Purchaser” hereunder. In that regard, the Borrower and Guarantors hereby represent and warrant to Lender as follows, which representations and warranties shall be true and correct as of the date hereof, and which representations and warranties shall be deemed re made and be true and correct as of each sale of the Replacement Debentures (or any replacement debentures issued in replacement thereof from time to time):

(i) All amounts of any nature or kind due and owing by the Borrower and Corporate Guarantors to Lender under the Purchase Agreement and the other Transaction Documents, and represented by the Replacement Debentures or any other Transaction Documents (collectively, the “Outstanding Claims”) are bona fide Outstanding Claims against the Borrower and Corporate Guarantors, respectively and as applicable, and are enforceable obligations of the Borrower and Corporate Guarantors, respectively and as applicable, arising in the ordinary course of business, for services and financial accommodations rendered to the Borrower by Lender in good faith. The Outstanding Claims are currently due and owing and are payable in full.

(ii) The amount of the Replacement Debentures, respectively and as applicable, is the amount due to Lender with respect thereto as of the date hereof, and neither the Borrower, nor the Guarantors, are entitled to any discounts, allowances or other deductions with respect thereto. The aggregate amount of the indebtedness evidenced by the Replacement Debentures was funded by Lender to Borrower at least [X] six months preceding the date hereof, or [  ] one year preceding the date hereof.

(iii) The Outstanding Claims are not subject to dispute by the Borrower or Guarantors, and the Borrower and Corporate Guarantors are unconditionally obligated to pay the full amount of all Outstanding Claims without defense, counterclaim or offset.

(iv) Except for the Purchase Agreement and other Transaction Documents, including this Amendment, there has been no modification, compromise, forbearance, or waiver (written or oral) entered into or given by Lender to Borrower or Guarantors with respect to the Outstanding Claims.

(v) Lender has not filed or commended any action against Borrower or Guarantors based on the Outstanding Claims, and no such action will be pending in any court or other legal venue, and no judgments based upon the Outstanding Claims have been previously entered in favor of Lender in any legal proceeding.

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(vi) That the Purchase Agreement and each of the Transaction Documents executed by the Borrower and Guarantors, respectively and as applicable, and all obligations due and owing thereunder, are valid and binding obligations of the Borrower and Guarantors, respectively and as applicable, enforceable against the Borrower and Guarantors in accordance with their respective terms.

(b) The Borrower and Guarantors acknowledge that the Outstanding Claims, or a portion thereof, are being sold by Lender to Purchaser in accordance with the Debt Purchase Agreement, and that payment of the purchase price by Purchaser to Lender for such Outstanding Claims may be conditioned upon the Borrower’s strict compliance with the terms of certain agreements to be entered into between the Borrower and Purchaser (the “Redwood Agreements”). If applicable, Borrower hereby covenants and agrees to strictly comply with each and every term and provision of the Redwood Agreements, including, without limitation, timely issuance and delivery of Common Stock to Purchaser upon conversion by Purchaser of any convertible notes or debentures then in Purchaser’s possession.

(c) The Borrower and Guarantors understand and acknowledge that Lender is relying on the representations, warranties and covenants of the Borrower and Guarantors set forth in this Amendment in order to enter into the Debt Purchase Agreement, and the foregoing representations, warranties and acknowledgements by the Borrower and Guarantors are a material inducement for Lender to agree to a sale of the Outstanding Claims, or portion thereof, to Purchaser, and without this acknowledgement, Lender would not have sold the Outstanding Claims, or portion thereof, to Purchaser.

6. Ratification. The Borrower and Guarantors each hereby acknowledge, represent, warrant and confirm to Lender that: (i) each of the Transaction Documents executed by the Borrower and Guarantors are valid and binding obligations of the Borrower and Guarantors, respectively and as applicable, enforceable against the Borrower and Guarantors in accordance with their respective terms; (ii) all Obligations of the Borrower and Guarantors under the Purchase Agreement, all other Transaction Documents and this Amendment, shall be and continue to be and remain (after execution of this Amendment and the Debt Purchase Agreement) secured by and under the Transaction Documents, including the Security Agreements, Guarantee Agreements, the Pledge Agreements, the Validity Certificates, and the UCC-1 ’s; (iii) there are no defenses, setoffs, counterclaims, cross-actions or equities in favor of the Borrower or Guarantors, to or against the enforcement of any of the Transaction Documents, and to the extent any of the Borrower or Guarantors have any defenses, setoffs, counterclaims, cross-actions or equities against Lender and/or against the enforceability of any of the Transaction Documents, the Borrower and Guarantors each acknowledge and agree that same are hereby fully and unconditionally waived by the Borrower and Guarantors; and (iv) no oral representations, statements, or inducements have been made by Lender, or any agent or representative of Lender, with respect to the Purchase Agreement, this Amendment, or any other Transaction Documents, or the Debt Purchase Agreement.

7. Additional Confirmations. The Borrower and Guarantors hereby represent, warrant and covenant as follows: (i) that the Lender’s Liens and security interests in all of the “Collateral” (as such term is defined in the Purchase Agreement and each of the Security Agreements) are and remain valid, perfected, first-priority security interests in such Collateral, subject only to Permitted Liens, and neither the Borrower, nor the Guarantors, have granted any other Liens or security interests of any nature or kind in favor of any other Person affecting any of such Collateral.

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8. Lender’s Conduct. As of the date of this Amendment, the Borrower and Guarantors hereby acknowledge and admit that: (i) the Lender has acted in good faith and has fulfilled and fully performed all of its obligations under or in connection with the Purchase Agreement or any other Transaction Documents; and (ii) that there are no other promises, obligations, understandings or agreements with respect to the Purchase Agreement or the Transaction Documents, except as expressly set forth herein, or in the Purchase Agreement and other Transaction Documents.

9. Redefined Terms. The term “Transaction Documents,” as defined in the Purchase Agreement and as used in this Amendment, shall be deemed to refer to and include this Amendment, the Replacement Debentures, and all other documents or instruments executed in connection with this Amendment.

10. Affirmation of Guaranty Agreements and Validity Certificates. The Guarantors do hereby acknowledge and agree as follows: (i) Guarantors acknowledge having reviewed the terms of this Amendment, and agree to the terms thereof; (ii) that the Guaranty Agreements and Validity Certificates, and all representations, warranties, covenants, agreements and guaranties made by Guarantors thereunder, and any other Transaction Documents by which the Guarantors may be bound, respectively and as applicable, shall and do hereby remain, are effective and continue to apply to the Transaction Documents, and with respect to all obligations of the Borrower under the Transaction Documents, as amended by this Amendment; (iii) that this Amendment shall not in any way adversely affect or impair the obligations of the Guarantors to Lender under any of the Transaction Documents; and (iv) the Guaranty Agreements and the Validity Certificates are hereby ratified, confirmed and continued, all as of the date of this Amendment.

11. Representations and Warranties of the Borrower and Corporate Guarantors. The Borrower and Corporate Guarantors hereby make the following representations and warranties to the Lender:

(a) Authority and Approval of Agreement; Binding Effect. The execution and delivery by the Borrower and Corporate Guarantors of this Amendment, the Replacement Debentures, and all other documents executed and delivered in connection herewith and therewith, and the performance by Borrower and Corporate Guarantors of all of their respective Obligations hereunder and thereunder, have been duly and validly authorized and approved by the Borrower and the Corporate Guarantors and their respective board of directors pursuant to all applicable laws and no other corporate action or consent on the part of the Borrower, the Corporate Guarantors, their board of directors, stockholders or any other Person is necessary or required by the Borrower and Corporate Guarantors to execute this Amendment, the Replacement Debentures, and the documents executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein or therein, or perform all of the Borrower’s and Corporate Guarantors’ Obligations hereunder or thereunder. This Amendment, the Replacement Debentures, and each of the documents executed and delivered in connection herewith and therewith have been duly and validly executed by the Borrower and the Corporate Guarantors (and the officer executing this Amendment and all such other documents for each Borrower and Corporate Guarantor is duly authorized to act and execute same on behalf of each Borrower and Corporate Guarantor) and constitute the valid and legally binding agreements of the Borrower and Corporate Guarantors, enforceable against the Borrower and Corporate Guarantors in accordance with their respective terms.

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12. Indemnification. Each of the Borrower and Guarantors, jointly and severally, hereby indemnifies and holds the Lender Indemnitees, their successors and assigns, and each of them, harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature, payable by any of the Lender Indemnitees to any Person, including reasonable attorneys’ and paralegals’ fees and expenses, court costs, settlement amounts, costs of investigation and interest thereon from the time such amounts are due at the highest non-usurious rate of interest permitted by applicable law (collectively, the “Claims”), through all negotiations, mediations, arbitrations, trial and appellate levels, as a result of, or arising out of, or relating to any matters relating to this Amendment, the Purchase Agreement or any other Transaction Documents, including the assertion of a claim or ruling by a Governmental Authority that documentary stamp tax, intangible tax or any penalties or interest associated therewith must be paid by reason of the execution and delivery of any of the Replacement Debentures. The foregoing indemnification obligations shall survive the termination of the Purchase Agreement or any of the Transaction Documents, repayment of the Obligations, and the sale of any portion of the Outstanding Claims.

13. Release. As a material inducement for Lender to enter into this Amendment, each of the Borrower and Guarantors does hereby release, waive, discharge, covenant not to sue, acquit, satisfy and forever discharges each of the Lender Indemnitees and their respective successors and assigns, from any and all Claims whatsoever in law or in equity which the Borrower or Guarantors ever had, now have, or which any successor or assign of the Borrower or Guarantors hereafter can, shall or may have against any of the Lender Indemnitees or their successors and assigns, for, upon or by reason of any matter, cause or thing whatsoever related to the Purchase Agreement, this Amendment or any other Transaction Documents, through the date hereof. The Borrower and Guarantors further expressly agree that the foregoing release and waiver agreement is intended to be as broad and inclusive as permitted by the laws governing the Purchase Agreement. In addition to, and without limiting the generality of foregoing, the Borrower and Guarantors further covenant with and warrant unto the Lender and each of the other Lender lndemnitees, that as of the date hereof, there exists no claims, counterclaims, defenses, objections, offsets or other Claims against Lender or any other Lender Indemnitees, or the obligation of the Borrower and Guarantors to comply with the terms and provisions of the Purchase Agreement, this Amendment and all other Transaction Documents. The foregoing release shall survive the termination of the Purchase Agreement or any of the Transaction Documents, repayment of the Obligations, and the sale of any portion of the Outstanding Claims.

14. Effect on Agreement and Transaction Documents. Except as expressly amended by this Amendment, all of the terms and provisions of the Purchase Agreement and the Transaction Documents shall remain and continue in full force and effect after the execution of this Amendment, are hereby ratified and confirmed, and incorporated herein by this reference.

15. Waiver; Forbearance. The parties recognize and acknowledge that by entering into this Amendment, the Lender is not waiving any rights or remedies it may have under any of the Transaction Documents, or any defaults or Events of Default arising thereunder (collectively, the “Existing Rights”); provided, however, that Lender hereby agrees that, so long as the first tranche under the Debt Purchase Agreement is closed, and Lender receives the purchase price therefor, then Lender agrees that it shall not thereafter enforce, and Lender shall thereafter forbear from pursuing enforcement of, any of its Existing Rights, unless and until an additional default or Event of Default occurs (either by Borrower or any other Person other than Lender) under the Credit Agreement, any other Transaction Documents, or the Debt Purchase Agreement, whereupon the foregoing forbearance shall automatically become null and void and of no further force or effect, without any further notice or demand from Lender.

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16. Execution. This Amendment may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same Amendment. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile or “.pdf’’ signature page was an original thereof.

17. Fees and Expenses.

(a) Document Review and Legal Fees; Due Diligence. The Borrower hereby agrees to pay to the Lender or its counsel a legal fee equal to Three Thousand Five Hundred and No/100 Dollars ($3,500.00) for the preparation, negotiation and execution of this Amendment and all other documents in connection herewith, which legal fee has been paid and received by Lender’s counsel as of the date hereof.

[Signatures on the following page]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.

BORROWER:
OSL HOLDINGS, INC.
By:	/s/ Robert H. Rothenberg, Jr.
Name:	Robert H. Rothenberg, Jr.
Title:	Chief Executive Officer
GUARANTORS:
OFFICE SUPPLY LINE, INC.		ROBERT ROTHENBERG, an individual
By:	/s/ Mordecai E. Feder	By:	/s/ Robert Rothenberg
Name:	Mordecai E. Feder	Name:	Robert Rothenberg
Title:	President
OSL DIVERSITY MARKETPLACE, INC.
By:	/s/ Mordecai E. Feder
Name:	Mordecai E. Feder
Title:	President
OSL REWARDS CORPORATION
By:	/s/ Mordecai E. Feder
Name:	Mordecai E. Feder
Title:	President
GO GREEN HYDROPONICS INC.
By:	/s/ Robert H. Rothenberg, Jr.
Name:	Robert H. Rothenberg, Jr.
Title:	President
LENDER:
TCA GLOBAL CREDIT MASTER FUND, LP
By:	TCA Global Credit Fund GP, Ltd.
Its:	General Partner
By:	/s/ Robert Press
	Robert Press, Director

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EX-10.2

Exhibit 10.2

EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this 1st day of June, 2015 (the “Effective Date”), by and among OSL Holdings Inc. (the “Company”), and Redwood Management, LLC (the “Holder”).

WHEREAS, the Holder beneficially owns and holds certain Senior Secured Convertible Redeemable Debentures issued by the Company as set forth on Exhibit A hereto (the “Securities”); and

WHEREAS, the Holder desires to exchange the Securities for the securities of the Company as set forth on Exhibit B (the “Exchange Securities”), and the Company desires to issue the Exchange Securities in exchange for the Securities, all on the terms and conditions set forth in this Agreement; and

WHEREAS, the reliance upon the representations made by each of the Holder and the Company in this Agreement, the transactions contemplated by this Agreement are such that the offer and exchange of securities by the Company under this Agreement will be exempt from registration under applicable United States securities laws as a result of this exchange offer being undertaken pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

NOW, THEREFORE, in consideration of the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Holder hereby agree as follows:

Section 1. Exchange. Subject to and upon the terms and conditions set forth in this Agreement, the Holder agrees to surrender to the Company the Securities and, in exchange therefore, the Company shall issue to the Holder the Exchange Securities (each, an “Exchange”).

1.1 Closing. On each Closing Date (as defined below), the Company will issue and deliver (or cause to be issued and delivered) the amount of Exchange Securities set forth on Schedule 1 hereto to the Holder, or in the name of a custodian or nominee of the Holder, or as otherwise requested by the Holder in writing, and the Holder will surrender to the Company an equal amount of the Securities. The closing of each Exchange shall occur on the dates set forth on Schedule 1 hereto to, or as soon thereafter as the parties may mutually agree in writing (each, a “Closing Date”), subject to the provisions of Section 4 and Section 5 herein.

1.2 Section 4(a)(2). Assuming the accuracy of the representations and warranties of each of the Company and the Holder set forth in Sections 2 and 3 of this Agreement, the parties acknowledge and agree that the purpose of such representations and warranties is, among other things, to ensure that the Exchange qualifies as an exchange of securities under Section 4(a)(2) of the Securities Act.

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Section 2. Representations and Warranties of the Company. The Company represents and warrants to the Holder that:

2.1 Organization and Qualification. The Company and each of the subsidiaries of the Company (the “Subsidiaries”) is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company, nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of this Agreement or any documents executed in connection herewith (the “Transaction Documents”), (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

2.2 Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

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2.3 Issuance of Exchange Securities. The issuance of the Exchange Securities is duly authorized and, upon issuance in accordance with the terms hereof, the shares of common stock of the Company (the “Underlying Shares”) issuable upon conversion of the Exchange Securities shall be validly issued, fully paid and non-assessable shares of the Common Stock of the Company. Assuming the truth and accuracy of each of the representations and warranties of the Holder contained in Section 3 of this Agreement, the issuance by the Company of the Exchange Securities is exempt from registration under the Securities Act.

2.4 No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance of the Exchange Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any options, contracts, agreements, liens, security interests, or other encumbrances (“Liens”) upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

2.5 Acknowledgment Regarding the Exchange. The Company acknowledges and agrees that the Holder are acting solely in the capacity of an arm’s length third party with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges the Holder are not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby, and any advice given by the Holder or any of their representatives or agents in connection with this Agreement is merely incidental to the Exchange.

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2.6 SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, other than the Form 10-Q for the quarter ending September 30, 2014, except that the Company has not yet filed the 8-K/A containing the Financial Statements of Go Green Hydroponics, Inc. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

2.7 Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

2.8 Filings, Consents and Approvals. Other than as set forth on Schedule 3.1(e), the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the notice and/or application(s) to each applicable Trading Market for the issuance and the listing of the Exchange Securities for trading thereon in the time and manner required thereby, and (ii) the filing of Form D with the Commission and such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

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2.9 Capitalization. The capitalization of the Company is as set forth in the SEC Reports and in the schedule provided to the Holder in connection with the Financing transaction consummated on May 15, 2015 (the “Financing Schedules”). No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. There are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or securities entitling the holder thereof to acquire shares of Common Stock (“Common Stock Equivalents”). The issuance of the Exchange Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Holder) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance of the Exchange Securities. There are no stockholders agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

2.10 Shell Company Status. The Company is not currently an issuer identified in Rule 144(i)(1) under the Securities Act.

2.11 DTC Eligibility. The Company, through the Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer (FAST) Program and the Common Stock can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer (FAST) Program.

2.12 Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Exchange Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

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2.13 Litigation. Except as disclosed in the Financing Schedules, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Exchange Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

2.14 Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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2.15 Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

2.16 Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

2.17 Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

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2.18 Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary or required for use in connection with their respective businesses and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

2.19 Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

2.20 Transactions With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from providing for the borrowing of money from or lending of money to, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

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2.21 Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the ” Evaluation Date “). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

2.22 Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiaries to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.

2.23 Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Exchange Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

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2.24 Registration Rights. Other than as disclosed in the SEC Reports, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiaries.

2.25 Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. Except as set forth in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice from OTCQB any other exchange or quotation service on which the Company’s securities are traded (the “Trading Market”) on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. Except as set forth in the SEC Reports, the Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

2.26 Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Holder as a result of the Holder and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Exchange Securities pursuant to the Exchange.

2.27 Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Holder or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Holder regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that the Holder makes no nor has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3 hereof.

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2.28 No Integrated Offering. Assuming the accuracy of the Holder’s representations and warranties set forth in Section 3, neither the Company, nor any of its Affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Exchange to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

2.29 Solvency. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). Except as set forth in the SEC Reports, the Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. The SEC Reports set forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same, are, or should be, reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Except as set forth in the SEC Reports or the Financing Schedules, neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

2.30 Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

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2.31 Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which is in violation of law or (iv) violated in any material respect any provision of FCPA.

2.32 No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any of its obligations under any of the Transaction Documents.

2.33 Acknowledgment Regarding Holder’s Exchange of Securities. The Company acknowledges and agrees that the Holder are acting solely in the capacity of an arm’s length party with respect to the Transaction Documents and the transactions contemplated thereby.

2.34 Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the issuance or resale of any of the Exchange Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Exchange Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.

2.35 Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

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2.36 Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

2.37 Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

Section 3. Representations and Warranties of the Holder. Each Holder represents and warrants, severally and not jointly, to the Company that:

3.1 Ownership of the Securities. The Holder is the legal and beneficial owner of the Securities. The Holder paid for the Securities, and has continuously held the Securities since its issuance or purchase. The Holder, individually or through an affiliate, owns the Securities outright and free and clear of any options, contracts, agreements, liens, security interests, or other encumbrances.

3.2 No Public Sale or Distribution. The Holder is acquiring the Exchange Securities in the ordinary course of business for its own account and not with a view toward, or for resale in connection with, the public sale or distribution thereof; provided, however, that by making the representations herein, the Holder does not agree to hold any of the Exchange Securities for any minimum or other specific term and reserves the right to dispose of the Exchange Securities at any time in accordance with an exemption from the registration requirements of the Securities Act and applicable state securities laws. The Holder does not presently have any agreement or understanding, directly or indirectly, with any person to distribute, or transfer any interest or grant participation rights in, the Securities or the Exchange Securities.

3.3 Accredited Investor and Affiliate Status. The Holder is an “accredited investor” as that term is defined in Rule 501 of Regulation D under the Securities Act. The Holder is not, and has not been, for a period of at least three months prior to the date of this Agreement (a) an officer or director of the Company, (b) an “affiliate” of the Company (as defined in Rule 144) (an “Affiliate”) or (c) a “beneficial owner” of more than 10% of the common stock (as defined for purposes of Rule 13d-3 of the Exchange Act).

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3.4 Reliance on Exemptions. The Holder understands that the Exchange is being made in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and each Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of each Holder to complete the Exchange and to acquire the Exchange Securities.

3.5 Information. The Holder has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the Exchange which have been requested by the Holder. The Holder has been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by the Holder or its representatives shall modify, amend or affect the Holder’s right to rely on the Company’s representations and warranties contained herein. The Holder acknowledges that all of the documents filed by the Company with the SEC under Sections 13(a), 14(a) or 15(d) of the Exchange Act that have been posted on the SEC’s EDGAR site are available to the Holder, and the Holder has not relied on any statement of the Company not contained in such documents in connection with the Holder’s decision to enter into this Agreement and the Exchange.

3.6 Risk. The Holder understands that its investment in the Exchange Securities involves a high degree of risk. The Holder is able to bear the risk of an investment in the Exchange Securities including, without limitation, the risk of total loss of its investment. The Holder has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the Exchange. There is no assurance that the Exchange Securities will continue to be quoted, traded or listed for trading or quotation on the Nasdaq Capital Market or on any other organized market or quotation system.

3.7 No Governmental Review. The Holder understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement in connection with the Exchange or the fairness or suitability of the investment in the Exchange Securities nor have such authorities passed upon or endorsed the merits of the Exchange Securities.

3.8 Organization; Authorization. The Holder is duly organized, validly existing and in good standing under the laws of its state of formation and has the requisite organizational power and authority to enter into and perform its obligations under this Agreement.

3.9 Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the Securities) will not result in a violation of the organizational documents of the Holder.

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3.10 Prior Investment Experience. The Holder acknowledges that it has prior investment experience, including investment in securities of the type being exchange, including the Securities or the Exchange Securities, and has read all of the documents furnished or made available by the Company to it and is able to evaluate the merits and risks of such an investment on its behalf, and that it recognizes the highly speculative nature of this investment.

3.11 Tax Consequences. The Holder acknowledges that the Company has made no representation regarding the potential or actual tax consequences for the Holder which will result from entering into the Agreement and from consummation of the Exchange. The Holder acknowledges that it bears complete responsibility for obtaining adequate tax advice regarding the Agreement and the Exchange.

3.12 No Registration, Review or Approval. The Holder acknowledges, understands and agrees that the Exchange Securities are being exchanged hereunder pursuant to an exchange offer exemption under Section 4(a)(2) of the Securities Act.

Section 4. Conditions Precedent to Obligations of the Company. The obligation of the Company to consummate the transactions contemplated by this Agreement is subject to the satisfaction on each Closing Date of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof:

4.1 Delivery. The Holder shall have delivered to the Company the Securities.

4.2 No Prohibition. No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement.

4.3 Representations. The accuracy in all material respects when made and on the applicable Closing Date of the representations and warranties of the Holder contained herein (unless as of a specific date therein).

Section 5. Conditions Precedent to Obligations of the Holder. The obligation of each Holder to consummate the transactions contemplated by this Agreement is subject to the satisfaction on each Closing Date of each of the following conditions, provided that these conditions are for each Holder’s sole benefit and may be waived by the applicable Holder at any time in its sole discretion by providing the Company with prior written notice thereof:

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5.1 No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement;

5.2 the accuracy in all material respects when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein);

5.3 all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed;

5.4 there is no event of default then existing on any Exchange Securities and the Equity Conditions (as defined in the Exchange Securities) are satisfied on such date; and

5.5 from the date hereof to the relevant Closing Date, trading in the Company’s common stock shall not have been suspended by the SEC or any trading market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable or inadvisable to purchase the Exchange Securities at the closing.

Section 6. Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed under the laws of the state of New York, without regard to principles of conflicts of law or choice of law that would permit or require the application of the laws of another jurisdiction. The Company and the Holder each hereby agrees that all actions or proceedings arising directly or indirectly from or in connection with this Agreement shall be litigated only in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York located in New York County, New York. The Company and the Holder each consents to the exclusive jurisdiction and venue of the foregoing courts and consents that any process or notice of motion or other application to either of said courts or a judge thereof may be served inside or outside the State of New York or the Southern District of New York by generally recognized overnight courier or certified or registered mail, return receipt requested, directed to such party at its or his address set forth below (and service so made shall be deemed “personal service”) or by personal service or in such other manner as may be permissible under the rules of said courts. THE COMPANY AND THE HOLDER EACH HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT.

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Section 7. Indemnification of Holder. Subject to the provisions of this Section 7, the Company will indemnify and hold each Holder and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Holder Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Holder Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other document related to this exchange or (b) any action instituted against Holder Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Holder Party, with respect to any of the transactions contemplated by this exchange (unless such action is based upon a breach of such Holder Party’s representations, warranties or covenants under the exchange or any agreements or understandings such Holder Party may have with any such stockholder or any violations by such Holder Party of state or federal securities laws or any conduct by such Holder Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Holder Party. Any Holder Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Holder Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Holder Party under this Agreement (y) for any settlement by a Holder Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Holder Party’s breach of its representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Holder Party may have with any such stockholder or any violations by such Holder Party of state or federal securities laws or any conduct by such Holder Party which constitutes fraud, gross negligence, willful misconduct or malfeasance. The indemnification required by this Section 7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred however, each Holder Party who receives such interim payment agrees to reimburse the Company for any such payment made by the Company to such Holder Party if it is finally determined in such action or proceeding that such Holder Party is not entitled to indemnification pursuant to this Section 7. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Holder Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

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Section 8. Fees and Expenses. Except as expressly set forth below, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. At the first Closing, the Company shall pay the Holder $5,000 for its legal fees. The Company shall pay all transfer agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any conversion or exercise notice delivered by the Holder), stamp taxes and other taxes and duties levied in connection with the delivery of any Exchange Securities to the Holder.

Section 9. Certain Transactions. The Holder covenants that neither it, nor any affiliate acting on its behalf or pursuant to any understanding with it will execute any “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act of any of the Company’s securities during the period commencing with the execution of this Agreement and ending on the later of (i) the Maturity Date (as defined in the Exchange Securities) or (ii) the date that the Exchange Securities are no longer outstanding (provided that this provision shall not prohibit any sales made where a corresponding Notice of Conversion (as defined in the Exchange Securities) is tendered to the Company and the shares received upon such conversion or exercise are used to close out such sale).

Section 10. Certificates. Certificates evidencing the Underlying Shares shall not contain any legend: (i) while a registration statement covering the resale of such security is effective under the Securities Act; (ii) following any sale of such Underlying Shares pursuant to Rule 144; or (iii) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after any of the events described in (i)-(iii) in the preceding sentence if required by the Transfer Agent to effect the removal of the legend hereunder (with a copy to the Holder and its broker). If all or any portion of an Exchange Security is converted at a time when there is an effective registration statement to cover the resale of the Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than two Trading Days following the delivery by the Holder to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend, deliver or cause to be delivered to the Holder a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company System as directed by the Holder.

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Section 11. Right of First Refusal.

11.1 From the date hereof until the date that is the 12-month anniversary of the last Closing, upon any issuance by the Company of Common Stock, Common Stock Equivalents or debt for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), the Holder shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing.

11.2 At least four (4) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Holder a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Holder if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Holder, and only upon a request by the Holder, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Holder. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.

11.3 If the Holder desires to participate in such Subsequent Financing, the Holder must provide written notice to the Company that the Holder is willing to participate in the Subsequent Financing, the amount of the Holder’s participation, and representing and warranting that the Holder has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice.

11.4 If notifications by the Holder of its willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.

11.5 The Company must provide the Holder with a second Subsequent Financing Notice, and the Holder will again have the right of participation set forth above in this Section, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the initial Subsequent Financing Notice.

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11.6 The Company and the Holder agree that if the Holder elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision whereby the Holder shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of the Holder.

11.7 Notwithstanding anything to the contrary in this Section and unless otherwise agreed to by the Holder, the Company shall either confirm in writing to the Holder that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Holder will not be in possession of any material, non-public information, by the tenth (10^th) Trading Day following delivery of the Subsequent Financing Notice.If by such tenth (10^th) Trading Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Holder, such transaction shall be deemed to have been abandoned and the Holder shall not be deemed to be in possession of any material, non-public information with respect to the Company or any of its subsidiaries.

11.8 Notwithstanding the foregoing, this Section shall not apply in respect of an Exempt Issuance. “Exempt Issuance” means the issuance of (i) securities issued under the Company’s equity incentive plan existing on the date of this Agreement and any amendments thereto approved by the Board of Directors, including securities issuable upon conversion or exercise of such securities, (ii) securities issued for consideration other than cash pursuant to a strategic arrangement, joint venture, merger, consolidation, acquisition, or similar business combination approved by the Board of Directors and (iii) securities issued upon the exercise or exchange of or conversion of any Exchange Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities.

Section 12. Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

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Section 13. Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

Section 14. Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

Section 15. Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Holder, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Holder makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Holder. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.

Section 16. Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (c) one calendar day (excluding Saturdays, Sundays, and national banking holidays) after deposit with an overnight courier service, in each case properly addressed to the party to receive the same.

The addresses and facsimile numbers for such communications shall be:

If to the Company:

OSL Holdings Inc.

1669 Edgewood Road, Suite 214

Yardley, PA 19067

Attn: CEO

With a copy (which shall not constitute notice) to:

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32^nd Floor

New York, NY 10006

Attn: Arthur S. Marcus, Esq.

If to the Holder:

Redwood Management, LLC

16850 Collins Avenue, Suite 112-341

Sunny Isles, FL 33160

Attn: Gary Rogers

With a copy (which shall not constitute notice) to:

Robinson Brog Leinwand Greene Genovese & Gluck P.C.

875 Third Avenue, 9^th Floor

New York, NY 10022

Attn: David E. Danovitch, Esq.

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or to such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change.

Section 17. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Exchange Securities. The Holder may assign some or all of their rights hereunder without the consent of the Company, in which event such assignee shall be deemed to be the Holder hereunder with respect to such assigned rights.

Section 18. No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

Section 19. Survival of Representations. The representations and warranties of the Company and the Holder contained in Sections 2 and 3, respectively, will survive the closing of the transactions contemplated by this Agreement.

Section 20. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Exchange Agreement as of the date first written above.

OSL HOLDINGS INC.
By:	/s/ Robert Rothenberg
Name:	Robert Rothenberg
Title:	CEO
REDWOOD MANAGEMENT, LLC
By:	/s/ Gary Rogers
Name:	Gary Rogers
Title:	Manager

SCHEDULE 1

Closing	Amount of Securities		Closing Date
1	$	250,000	On the Effective Date
2	$	350,000	20 Trading Days after prior Closing
3	$	250,000	20 Trading Days after prior Closing
4	$	250,000	20 Trading Days after prior Closing
5	$	250,000	20 Trading Days after prior Closing
6	$	250,000	20 Trading Days after prior Closing
7	$	250,000	20 Trading Days after prior Closing
8	$	250,000	20 Trading Days after prior Closing
9	$	250,000	20 Trading Days after prior Closing
10	$	450,000	20 Trading Days after prior Closing

Exhibit A

Exhibit B

EX-10.3

Exhibit 10.3

DEBT PURCHASE AGREEMENT

THIS DEBT PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of the 1st day of June, 2015, by and among TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership, with an address of 3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169 (“Assignor” or “Lender”), REDWOOD MANAGEMENT, LLC, a Florida limited liability company, with an address of 16850 Collins Ave., Suite 112-341, Sunny Isles, Florida 33160 (“Assignee”), and OSL HOLDINGS, INC., a Nevada corporation (the “Borrower”).

WITNESSETH

WHEREAS, the Borrower and Lender entered into a Securities Purchase Agreement dated as of June 30, 2014, but made effective as of October 21, 2014 (such Securities Purchase Agreement, together with any other amendments, renewals, substitutions, replacements or modifications from time to time, collectively referred to as the “Purchase Agreement”); and

WHEREAS, pursuant to the Purchase Agreement, the Borrower executed and delivered to Lender that certain Senior Secured, Convertible, Redeemable Debenture dated as of June 30, 2014, but made effective as of October 21, 2014 (such Debenture, together with any other amendments, renewals, substitutions, replacements or modifications from time to time, collectively referred to as the “Debenture”); and

WHEREAS, pursuant to Section 4(a)(1) of the Securities Act of 1933, as amended (the “Securities Act”), Assignee desires to purchase from Lender, and Lender is amenable to selling and assigning to Assignee, Assignor’s right, title and interest in and to the monetary obligations evidenced by the Debenture (the “Assigned Debt”), which Assigned Debt shall be purchased by Assignee in tranches as more specifically hereinafter set forth; and

WHEREAS, on or prior to each “Purchase Tranche Closing” (as hereinafter defined), as directed by Lender, the Borrower agrees to sever, split, divide and apportion the Debenture, as applicable (or any replacement debentures issued in replacement thereof as hereby contemplated, as applicable) into two separate and distinct replacement debentures, each in substantially the form as set forth on Exhibit “A” attached hereto (the “Debenture Form”), one for the amount of the portion of the Assigned Debt being sold and assigned at such Purchase Tranche Closing (the portion of the Assigned Debt being sold and assigned at each separate Purchase Tranche Closing, as applicable, being referred to as the “Applicable Assigned Debt”), and one for the remaining amount of the overall debt evidenced by the Debenture (or any replacement debentures issued in replacement thereof as hereby contemplated, as applicable);

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, Assignor, Assignee, and Borrowers hereby covenant and agree as follows:

1. Recitals. The recitations set forth in the preamble of this Agreement are true and correct and incorporated herein by this reference.

2. Agreement to Assign Assigned Debt.

(a) Purchase Tranche Closings. Provided there is no default or breach under this Agreement, and that no event has occurred that, with the passage of time, the giving of notice, or both, would constitute a default or breach under this Agreement, and subject to all the terms and provisions of this Agreement, the Assignor hereby agrees to sell and assign to Assignee, and Assignee hereby agrees to purchase from Assignor, the Assigned Debt, which Assigned Debt shall be sold in ten (10) separate tranches (each of such tranches hereinafter referred to as a “Purchase Tranche”), each of such separate Purchase Tranches to be sold and assigned on the respective dates and for the respective amounts set forth in the schedule attached hereto as Exhibit “B” (each closing of a Purchase Tranche referred to as a “Purchase Tranche Closing” and the purchase price to be paid for each Applicable Assigned Debt at each Purchase Tranche Closing, as shown on such attached schedule, referred to as the “Applicable Purchase Price”); provided, however, Assignee may elect to purchase a greater portion of the Assigned Debt than that set forth in the attached schedule for any given Purchase Tranche Closing, up to the aggregate amount of the Assigned Debt, by written notice to Assignor and Borrower delivered prior to the applicable Purchase Tranche Closing.

(b) Deliveries at Each Purchase Tranche Closing. Subject to the terms of this Agreement, at each Purchase Tranche Closing: (i) Lender shall execute and deliver to Assignee, an assignment of the Applicable Assigned Debt being sold and assigned at such Purchase Tranche Closing, substantially in the form attached hereto as Exhibit “C” (each, an “Assignment”); (ii) Lender shall deliver to Assignee the original replacement debenture for the Applicable Assigned Debt being sold and assigned at such Purchase Tranche Closing (subject to receipt of same by Lender from Borrower as provided in Section 2(c) below); and (iii) Assignee shall pay to Lender the Applicable Purchase Price for the Applicable Assigned Debt being sold and assigned at such Purchase Tranche Closing, by wire transfer of good and cleared U.S. currency to an account designated by Lender.

(c) Borrower’s Obligation to Sever Debenture. On or prior to each Purchase Tranche Closing, and within no later than three (3) business days after request therefor is made by Lender to Borrower, the Borrower agrees to sever, split, divide and apportion the Debenture, as applicable (or any replacement debentures issued in replacement thereof as hereby contemplated, as applicable) into two separate and distinct and newly issued replacement debentures, each substantially in the Debenture Form. One of such replacement debentures shall be for a principal amount equal to the Applicable Purchase Price corresponding to the Applicable Assigned Debt for the applicable Purchase Tranche Closing, and the second replacement debenture shall be for a principal amount equal to the remaining amount of the overall debt then existing and evidenced by the Debenture (or any replacement debentures issued in replacement thereof as hereby contemplated, as applicable). In order to clarify the foregoing, as an example, on or prior to the first Purchase Tranche Closing contemplated hereby, upon request by Lender, the Borrower shall provide to Lender two replacement debentures in replacement of the Debenture, one for $500,000, which is the Applicable Purchase Price for the Applicable Assigned Debt being sold and assigned at the first Purchase Tranche Closing, and the second for $2,295,500 (as of May 18, 2015), which is the amount of the overall debt evidenced by the Debenture, less the Applicable Purchase Price for the first replacement debenture being sold and assigned at the first Purchase Tranche Closing. This second replacement debenture shall then be severed in the same manner for the second Purchase Tranche Closing, and this foregoing process of severing and issuing replacement debentures shall be repeated for each Purchase Tranche Closing, until the Assigned Debt is sold and assigned in full, or this Agreement is otherwise earlier terminated in accordance with its terms. Assignee acknowledges and understands that Lender’s obligation to sell, assign and deliver each original replacement debenture representing the Applicable Assigned Debt at each Purchase Tranche Closing is subject to and conditioned upon Borrower executing and delivering such replacement debentures to Lender in accordance with this Agreement.

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(d) Remaining Debt. Assignee and Borrower acknowledges that at each Purchase Tranche Closing, and subject to Lender’s receipt of the Applicable Purchase Price, only the Applicable Assigned Debt represented by the specific replacement debenture representing the applicable Purchase Tranche shall be deemed sold and assigned hereunder, it being acknowledged by Assignee and by Borrower that the remaining portion of the debt evidenced by the Debenture (or any replacement debentures issued in replacement thereof as hereby contemplated, as applicable) for which the Applicable Purchase Price has not been paid and received by Lender (the “Remaining Debt”) shall not be sold or assigned thereby unless and until additional replacement debentures for additional Purchase Tranches are thereafter sold in accordance with this Agreement and the Applicable Purchase Price therefor is received by Lender.

(e) No Security Rights. Assignee hereby agrees and acknowledges that the sale, transfer and assignment of the Assigned Debt, or any portion thereof, shall be a sale, transfer and assignment of the monetary obligations evidenced by such Assigned Debt (or portion thereof) only, and shall not include, and such sale, transfer and assignment expressly excludes, the Remaining Debt, as well as excluding any and all security rights, rights to any collateral, or any other security interests or rights of Assignor of any nature or kind related to, arising under, or pursuant to, the Purchase Agreement, any other “Transaction Documents” (as defined in the Purchase Agreement) related thereto, or any other security agreements, UCC financing statements, or any other documents or instruments relating to the obligations of the Borrower, or any “Guarantor” (as defined in the Purchase Agreement) to Assignor (collectively, the “Security Rights”), it being agreed and acknowledged that all Security Rights shall remain with Assignor, as security for any portion of the Assigned Debt not assigned at any Purchase Tranche Closing, the Remaining Debt, or any other obligations of Borrower or any Guarantors to Assignor.

3. Conditions to Purchases.

(a) Initial Purchase. The initial Purchase Tranche contemplated hereunder shall be closed and funded simultaneous with the execution of this Agreement by Lender, Assignee and Borrower.

(b) Additional Purchases. If the first Purchase Tranche Closing is consummated hereunder, and the Applicable Purchase Price therefor is paid and received by Lender as contemplated under this Agreement, then Assignee’s obligation to purchase any additional Purchase Tranches as hereby contemplated is a binding and continuing obligation of Assignee; provided, however, Assignee shall have the right to terminate such obligation at any time during the term of this Agreement upon the occurrence of any of the following events (each a “Trigger Event”): (i) the Borrower fails to stay current in its filing obligations with the SEC; (ii) trading of the Borrower’s Common Stock on the “Principal Trading Market” (as defined in the Purchase Agreement) is stopped or halted for any reason; (iii) any suspension of electronic trading or settlement services by the Depository Trust Company (“DTC”) with respect to the Common Stock occurs and is continuing, or any receipt by the Borrower of any notice from DTC to the effect that a suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplated (unless, prior to such suspension, DTC shall have notified the Borrower in writing that DTC has determined not to impose any such suspension); (iv) the Borrower is in default with its transfer agent (the “Transfer Agent”), or the Transfer Agent fails to issue to Assignee any shares of the Borrower’s Common Stock which may be due to Assignee in connection with any conversion rights exercised by Assignee under any debentures purchased by Assignee hereunder, or debentures issued in replacement thereof; (v) the Borrower fails to maintain its active status with the State of Nevada; (vi) Borrower shall default (beyond any applicable notice and cure periods) in any of its obligations to Assignee under the debentures purchased by Assignee hereunder, or debentures issued in replacement thereof, or any other obligations of Borrower to Assignee; (vii) the average daily dollar volume of the Borrower’s Common Stock for the previous twenty (20) trading days is less than $50,000; or (viii) the Borrower fails to reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 250% of the number of shares of Common Stock issuable upon conversion of the Assigned Debt for the sole purpose of issuance upon conversion of the Assigned Debt. Upon the occurrence of a Trigger Event, in the event Assignee desires to terminate its obligation to purchase Purchase Tranches as hereby contemplated, Assignee shall deliver to Lender written notice of such termination delivered within five (5) days of the occurrence of the Trigger Event (which notice shall include a statement of the Trigger Event that has occurred and reasonable evidence of the occurrence thereof), whereupon Assignee’s obligation to purchase any additional Purchase Tranches thereafter shall immediately terminate and be of no further force or effect.

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4. Representations and Warranties of Assignor. Assignor makes the following representations and warranties to Assignee, each of which shall be deemed made as of the Effective Date, and re-made as of each Purchase Tranche Closing:

(a) Assignor is the legal and equitable owner of Assignor’s right, title and interest in and to the Assigned Debt, except for any portion of the Assigned Debt previously sold and assigned to Assignee pursuant to this Agreement; and

(b) Assignor has not sold, transferred, assigned, pledged, hypothecated, or otherwise encumbered the Assigned Debt, or any portion thereof, except for any portion of the Assigned Debt previously sold and assigned to Assignee pursuant to this Agreement; and

(c) The Assignor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate, partnership or other applicable power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder, and the execution, delivery and performance by the Assignor of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, or similar action on the part of the Assignor.

(d) The Assignor is not, and for a period of at least ninety (90) days prior to the date hereof has not been, an “Affiliate” of the Borrower, as said term is defined in Rule 144 (“Rule 144”) of the Rules and Regulations promulgated under the Securities Act.

(e) This Agreement, when executed and delivered by the Assignor, will constitute a valid and legally binding obligation of the Assignor, enforceable against the Assignor in accordance with its terms, except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally; or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(f) To the best knowledge of the Assignor, neither the execution and delivery of this Agreement, or any Assignment, nor the consummation of the transactions contemplated hereby, does or will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which the Assignor is subject or any provision of its organizational documents or other similar governing instruments, or conflict with, violate or constitute a default under any agreement, credit facility, debt or other instrument or understanding to which the Assignor is a party. The Assignor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with this Agreement and the assignment of the Assigned Debt, any portion thereof, or any instruments evidencing same as contemplated hereby.

(g) There is no action, suit, proceeding, judgment, claim or investigation pending, or to the knowledge of the Assignor, threatened against the Assignor which could reasonably be expected in any manner to challenge or seek to prevent, enjoin, alter or materially delay any of the transactions contemplated hereby.

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(h) No authorization, consent, approval or other order of, or declaration to or filing with, any governmental agency or body or other Person is required for the valid authorization, execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated hereby, except for authorizations, consents, and approvals obtained prior to the date hereof.

(i) Except for the foregoing representations and warranties, this Agreement and each Assignment is made by Assignor without recourse, representation or warranty of any nature or kind, express or implied, and Assignor specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future with respect to the Assigned Debt, any portion thereof, or any instruments evidencing same, including, without limitation: (i) the validity, effectiveness or enforceability of the Assigned Debt, any portion thereof, or any instruments evidencing same; (ii) the validity, existence, or priority of any lien or security interest securing the obligations of Borrower or any other Credit Parties evidenced by the Assigned Debt, any portion thereof, or any instruments evidencing same; (iii) the existence of, or basis for, any claim, counterclaim, defense or offset relating to the Assigned Debt, any portion thereof, or any instruments evidencing same; (iv) the financial condition of the Borrower, or any other Credit Parties or guarantor or obligor liable under the Assigned Debt, any portion thereof, or any instruments evidencing same, or the ability of any such parties to pay or perform their respective obligations under the Assigned Debt, any portion thereof, or any instruments evidencing same; (v) the compliance of the Assigned Debt, any portion thereof, or any instruments evidencing same with any laws, ordinances or regulations of any governmental agency or other body; (vi) the value or condition of any collateral securing the obligations under the Assigned Debt, any portion thereof, or any instruments evidencing same; and (vii) the future performance of the Borrower or any other Credit Parties or guarantor or obligor liable under the Assigned Debt, any portion thereof, or any instruments evidencing same. Assignee acknowledges and represents to Assignor that Assignee has been given the opportunity to undertake its own investigations of the Borrower, the Assigned Debt, any portion thereof, or any instruments evidencing same, and having undertaken and performed all such investigations as Assignee deemed necessary or desirable, Assignee represents, warrants and agrees that it is relying solely on its own investigation of the Borrower, the Assigned Debt, any portion thereof, or any instruments evidencing same, and not any information whatsoever provided or to be provided by Assignor, or any representation or warranty of Assignor. This Agreement, and each Assignment of the Assigned Debt, or portion thereof, as provided for herein is made on an “AS IS,” “WHERE IS” basis, with all faults, and Assignee, by acceptance of this Agreement and each Assignment, shall be deemed to have agreed and acknowledged that Assignor has fully performed, discharged and complied with all of Assignor’s obligations, representations, warranties, covenants and agreements hereunder, that Assignor is discharged therefrom, and that Assignor shall have no further liability with respect thereto, except only for those express warranties contained in this Agreement, and Assignee, by such acceptance, expressly acknowledges that ASSIGNOR MAKES NO WARRANTY OR REPRESENTATIONS, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, RELATING TO THE ASSIGNED DEBT, ANY PORTION THEREOF, OR ANY INSTRUMENTS EVIDENCING SAME, EXCEPT AS SPECIFICALLY SET FORTH HEREIN.

5. Representations and Warranties of Assignee. Assignee makes the following representations and warranties to Assignor, each of which shall be deemed made as of the Effective Date, and re-made as of each Purchase Tranche Closing:

(a) The Assignee is a legally recognized entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate, partnership or other applicable power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder, and the execution, delivery and performance by the Assignee of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Assignee.

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(b) This Agreement, when executed and delivered by the Assignee, will constitute a valid and legally binding obligation of the Assignee, enforceable against the Assignee in accordance with its terms, except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally; or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(c) The Assignee: (i) either alone or together with its representatives, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment; (ii) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment; (iii) understands the terms of and risks associated with the acquisition of the Assigned Debt, or any portion thereof, or any instruments evidencing same, including, without limitation, a lack of liquidity, price transparency or pricing availability and risks associated with the industry in which the Borrower operates; (iv) has had the opportunity to review the Borrowers, its business, its financial condition, its prospects, the Purchase Agreement, the Assigned Debt, any portion thereof, or any instruments evidencing same, all as the Assignee has determined to be necessary in connection with this Agreement and the assignments contemplated hereby.

(d) The Assignee understands that: (i) the Assigned Debt, any portion thereof, or any instruments evidencing same, have not been registered under the Securities Act or the securities laws of any state; (ii) the Assigned Debt, any portion thereof, or any instruments evidencing same, is and will be “restricted securities” as said term is defined in Rule 144; (iii) the Assigned Debt, any portion thereof, or any instruments evidencing same, may not be sold, pledged or otherwise transferred unless a registration statement for such transaction is effective under the Securities Act and any applicable state securities laws, or unless an exemption from such registration is available with respect to such transaction; and (iv) the Assigned Debt, any portion thereof, or any instruments evidencing same, will restrictive legends as to the foregoing in customary form.

(e) The Assignee is not accepting this Agreement or any Assignment as a result of any advertisement, article, notice or other communication regarding the Assigned Debt, any portion thereof, or any instruments evidencing same published in any newspaper, magazine, internet or social media, broadcast over television or radio, presented at any seminary, or under any other media generally circulated or available to the public or any other general solicitation or general advertisement.

(f) Neither the execution and delivery of this Agreement, or any Assignment, nor the consummation of the transactions contemplated hereby, does or will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which the Assignee is subject or any provision of its organizational documents or other similar governing instruments, or conflict with, violate or constitute a default under any agreement, credit facility, debt or other instrument or understanding to which the Assignee is a party. The Assignee has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with this Agreement and the assignment of the Assigned Debt, any portion thereof, or any instruments evidencing same as contemplated hereby.

(g) There is no action, suit, proceeding, judgment, claim or investigation pending, or to the knowledge of the Assignee, threatened against the Assignee which could reasonably be expected in any manner to challenge or seek to prevent, enjoin, alter or materially delay any of the transactions contemplated hereby.

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(h) No authorization, consent, approval or other order of, or declaration to or filing with, any governmental agency or body or other Person is required for the valid authorization, execution, delivery and performance by the Assignee of this Agreement and the consummation of the transactions contemplated hereby.

(i) The Assignee hereby acknowledges that the Assigned Debt, any portion thereof, or any instruments evidencing same may only be disposed of in compliance with state and federal securities laws. The Assignee further acknowledges that in connection with any transfer of the Assigned Debt, any portion thereof, or any instruments evidencing same subsequent to the date hereof and other than pursuant to an effective registration statement, or an applicable exemption to such registration requirements, the Borrower and/or the Borrower’s transfer agent may require an opinion of counsel, the form and substance of which opinion shall be reasonably satisfactory to the Borrower and/or the Borrower’s transfer agent, as applicable.

6. Borrower Acknowledgments. Borrower hereby represents and warrants that the obligations evidenced by the Debenture, including, without limitation, all obligations for the Assigned Debt, are valid and enforceable obligations of the Borrower subject to no defenses, setoffs, counterclaims, cross-actions or equities in favor of the Borrower, and to the extent the Borrower has any defenses, setoffs, counterclaims, cross-actions or equities against Assignor and/or against the enforceability of any such obligations, the Borrower acknowledges and agrees that same are hereby fully and unconditionally waived by the Borrower. The Borrower further acknowledges its obligations under Section 2(c) above, and agrees to timely and promptly deliver replacement debentures to Lender as required by this Agreement. The Borrower further acknowledges that the Assigned Debt is only being assigned hereunder in Purchase Tranches as contemplated above. In that regard, the Borrower further acknowledges that the Remaining Debt is and remains valid and enforceable obligations of the Borrower. Borrower agrees and acknowledges that it is and shall remain liable to pay the Remaining Debt, as same becomes due in accordance with the terms of the Purchase Agreement and the Debenture, or any replacement debentures issued in replacement thereof as hereby contemplated, and nothing contained herein shall be deemed or construed as any waiver or to otherwise excuse performance by Borrower under their obligations to Lender.

7. Release. AS A MATERIAL INDUCEMENT FOR LENDER TO AGREE TO ENTER INTO THIS AGREEMENT, BORROWER AND ASSIGNEE HEREBY RELEASE LENDER, together with all OF ITS PARTNERS AND AFFILIATES, AND THE officers, MEMBERS, DIRECTORS, PARTNERS, employees, agents AND ATTORNEYS of each of the foregoing, from all claims, causes of action and liabilities OF ANY NATURE OR KIND IN ANY WAY relating, directly or indirectly, to the ASSIGNED DEBT, ANY collateral securing ANY OBLIGATIONS THEREUNDER, thIS AGREEMENT, OR ANY OTHER DEBTS OR OBLIGATIONS IN ANY WAY RELATING TO THE CREDIT AGREEMENT, TO THE EXTENT arising on or prior to the date hereof, including, without limitation, any and all claims arising from or relating to negotiations, demands, requests or exercise of remedies in connection with the ASSIGNED DEBT, thIS AGREEMENT, ANY OTHER DEBTS OR OBLIGATIONS IN ANY WAY RELATING TO THE CREDIT AGREEMENT, and Any and All FEES OR CHARGES collected in connection with the ASSIGNED DEBT, thIS AGREEMENT, OR ANY OTHER DEBTS OR OBLIGATIONS IN ANY WAY RELATING TO THE CREDIT AGREEMENT. MOREOVER UPON DELIVERY OF EACH ASSIGNMENT HEREUNDER, THE FOREGOING RELEASE SHALL BE DEEMED AUTOMATICALLY RE-MADE AND EFFECTIVE FOR ALL claims, causes of action and liabilities OF ANY NATURE OR KIND COVERED HEREBY TO THE EXTENT arising on or prior to the date OF SUCH ASSIGNMENT.

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8. Default and Termination.

(a) Breach By Assignor. In the event Assignor shall breach any of its covenants or agreements hereunder, and such breach is not cured within twenty (20) days after Assignor’s receipt of written notice of such breach from Assignee, which notice shall specify the breach with specificity, then Assignee’s sole and exclusive remedy hereunder shall be to terminate this Agreement upon written notice to Assignor, whereupon this Agreement shall terminate and Assignor and Assignee shall have no further obligation, each to the other, under this Agreement. Assignor and Assignee agree that the foregoing exclusive remedy will be adequate and each of them agrees that Assignee shall not have any other remedies, at law or in equity, for any breach by Assignor not cured within any applicable notice and cure period, other than termination of this Agreement as hereby provided.

(b) Breach By Assignee. In the event Assignee shall breach any of its covenants or agreements hereunder, and such breach is not cured within twenty (20) days after Assignee’s receipt of written notice of such breach from Assignor, which notice shall specify the breach with specificity, then Assignor’s sole and exclusive remedy hereunder shall be to terminate this Agreement upon written notice to Assignee, whereupon this Agreement shall terminate and Assignor and Assignee shall have no further obligation, each to the other, under this Agreement. Assignor and Assignee agree that the foregoing exclusive remedy will be adequate and each of them agrees that Assignor shall not have any other remedies, at law or in equity, for any breach by Assignee not cured within any applicable notice and cure period, other than termination of this Agreement as hereby provided. Notwithstanding the foregoing to the contrary, the foregoing notice and cure period shall not be applicable with respect to Assignee’s failure to pay the Applicable Purchase Price at a Purchase Tranche Closing, and any such failure shall be deemed an immediate breach hereunder, entitling Assignor to avail itself of the exclusive termination remedy hereby provided immediately upon such failure to pay the Applicable Purchase Price at a Purchase Tranche Closing.

(c) Breach by Borrower. Any breach by Borrower under this Agreement shall be deemed an event of default by Borrower under the Purchase Agreement, and any such breach may be enforced by Assignor through any remedies available to Assignor, at law or in equity, or under the Purchase Agreement. Borrower shall have no rights to enforce this Agreement as against Assignor or Assignee, nor shall any breach or default by Assignor or Assignee hereunder in any way abrogate, limit, or otherwise affect Borrower’s obligations under the Purchase Agreement and related Loan Documents.

9. No Waiver. The parties recognize and acknowledge that by entering into this Agreement, the Lender is not waiving any rights or remedies it may have under the Purchase Agreement or any of the Transaction Documents, any defaults or Events of Default arising thereunder, or any judgments previously obtained by Lender in connection therewith, if any. In addition, notwithstanding anything contained in this Agreement to the contrary, the Lender shall have the right, at any time, to accept payment in full of the then outstanding Remaining Debt, and in such event, Lender shall have the absolute right to terminate this Agreement, without liability to Assignee or any other Person, with respect to any portion of the Assigned Debt not yet sold and assigned to Assignee as of such date.

10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws governing the Debenture.

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11. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

12. Headings. The headings of the paragraphs of this Agreement have been included only for convenience, and shall not be deemed in any manner to modify or limit any of the provisions of this Agreement or used in any manner in the interpretation of this Agreement.

13. Interpretation. Whenever the context so requires in this Agreement, all words used in the singular shall be construed to have been used in the plural (and vice versa), each gender shall be construed to include any other genders, and the word “Person” shall be construed to include a natural person, a corporation, a firm, a partnership, a joint venture, a trust, an estate or any other entity.

14. Partial Invalidity. Each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement or the application of such provision to any person or circumstances shall, to any extent, be invalid or unenforceable, then the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected by such invalidity or unenforceability.

15. Execution. This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same Agreement, and same shall become effective when counterparts have been signed by each party and each party has delivered its signed counterpart to the other party. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile or “.pdf” signature page was an original thereof.

16. Effective Date. For purposes of this Agreement, the “Effective Date” shall mean the date when this Agreement becomes fully executed by all parties hereto.

[Signatures on the following page]

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IN WITNESS WHEREOF, Assignor, Assignee, and Borrower have executed this Agreement as of the date above first written.

Assignor:
TCA GLOBAL CREDIT MASTER FUND, LP
By:	TCA Global Credit Fund GP, Ltd.
Its:	General Partner
By:	/s/ Robert Press
	Robert Press, Director
Date:	May 21, 2015

Assignee:
REDWOOD MANAGEMENT, LLC, a Florida limited liability company
By:	/s/ Gary Rodgers
Name:	Gary Rodgers
Title:	Manager
Date:	June 1, 2015

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IN WITNESS WHEREOF, Assignor, Assignee, and Borrower have executed this Agreement as of the date above first written.

Borrower:
OSL HOLDINGS, INC.,
a Nevada corporation
By:	/s/ Robert H. Rothenberg
Name:	Robert H. Rothenberg
Title:	CEO
Date:	May 20, 2015

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EXHIBIT “A”

FORM DEBENTURE

EXHIBIT “B”

PURCHASE TRANCHES

Purchase Tranche Number	Applicable Purchase Price	Date for Purchase Tranche Closing
1	$500,000	On the Effective Date
2	$350,000	20 Trading Days after prior Purchase Tranche Closing
3	$250,000	20 Trading Days after prior Purchase Tranche Closing
4	$250,000	20 Trading Days after prior Purchase Tranche Closing
5	$250,000	20 Trading Days after prior Purchase Tranche Closing
6	$250,000	20 Trading Days after prior Purchase Tranche Closing
7	$250,000	20 Trading Days after prior Purchase Tranche Closing
8	$250,000	20 Trading Days after prior Purchase Tranche Closing
9	$250,000	20 Trading Days after prior Purchase Tranche Closing
10	Remaining Amount of Assigned Debt	20 Trading Days after prior Purchase Tranche Closing

EXHIBIT “C”

FORM OF ASSIGNMENT

EX-31.1

Exhibit 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

I, Robert H. Rothenberg, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2015 of OSL Holdings Inc. (the “registrant”);

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(s) 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: July 15, 2015	/s/ Robert H. Rothenberg
	Robert H. Rothenberg
	Principal Executive and Financial Officer
	OSL Holdings Inc.

EX-31.2

Exhibit 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

I, Thomas D’Orazio, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2015 of OSL Holdings Inc. (the “registrant”);

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(s) 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: July 15, 2015	/s/ Thomas D’Orazio
	Thomas D’Orazio
	Principal Accounting Officer
	OSL Holdings Inc.

EX-32.1

Exhibit 32.1 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of OSL Holdings Inc. (the “Company”), on Form 10-Q for the period ended May 31, 2015, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Robert H. Rothenberg, Principal Executive and Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	Such Quarterly Report on Form 10-Q for the period ended May 31, 2015, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in such Quarterly Report on Form 10-Q for the period ended May 31, 2015, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 15, 2015	By:	/s/ Robert H Rothenberg
		Robert H. Rothenberg
		Principal Executive and Financial Officer
		OSL Holdings Inc.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of OSL Holdings Inc. (the “Company”), on Form 10-Q for the period ended May 31, 2015, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Thomas D’Orazio, Principal Accounting Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	Such Quarterly Report on Form 10-Q for the period ended May 31, 2015, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in such Quarterly Report on Form 10-Q for the period ended May 31, 2015, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 15, 2015	By:	/s/ Thomas D’Orazio
		Thomas D’Orazio
		Principal Accounting Officer
		OSL Holdings Inc.

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Going Concern (Details Narrative) - USD ($)	3 Months Ended
	May. 31, 2015	Oct. 20, 2014
Minimum burn rate per month incurred by company	$ 95,000
Successor [Member]
Cash in hand	$ 84,317

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Promissory Notes - Schedule of Warrant Derivative Liability (Details) - Scenario Unspecified Domain - USD ($)	7 Months Ended	9 Months Ended
	May. 31, 2015	May. 31, 2015
Change in the fair value of derivative liabilities		$ (2,916,979)
Mulhearn Note [Member]
Change in the fair value of derivative liabilities	$ 39,681
Warrant Liabilty [Member] | Mulhearn Note [Member]
Beginning balance		43,333
Change in the fair value of derivative liabilities		(3,033)
Ending balance	40,300	40,300
March 13, 2014 Note [Member] | Warrant Liabilty [Member]
Beginning balance		2,000
Change in the fair value of derivative liabilities		(140)
Ending balance	1,860	1,860
May 1, 2014 Note [Member] | Warrant Liabilty [Member]
Beginning balance		1,600
Change in the fair value of derivative liabilities		(122)
Ending balance	$ 1,488	$ 1,488

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Convertible Notes (Details Narrative) - USD ($)

1 Months Ended

2 Months Ended

3 Months Ended

7 Months Ended

9 Months Ended

12 Months Ended

May. 29, 2015

May. 22, 2015

May. 15, 2015

Apr. 29, 2015

Mar. 16, 2015

Feb. 17, 2015

Oct. 20, 2014

Sep. 03, 2014

Jul. 18, 2014

Jul. 01, 2014

Jun. 16, 2014

May. 12, 2014

Mar. 13, 2014

Dec. 12, 2013

Jun. 21, 2013

May. 31, 2015

Dec. 31, 2014

Apr. 26, 2012

May. 31, 2015

May. 31, 2015

May. 31, 2015

Aug. 31, 2014

Jun. 01, 2015

Percentage of interest rate on promissory note

3.00%

15.00%

Gain on derivative liabilities

$ (38,170)

Promissory note maturity date

Jan. 12, 2014

Debt instrument face amount

$ 100,000

Proceeds from related party debt

20,000

Investors [Member]

Promissory note maturity date

Mar. 12, 2015

Successor [Member]

Loss on derivative

$ 7,606

$ 1,076,063

Debt discount

$ 2,461,926

$ 2,461,926

2,461,926

$ 2,461,926

Proceeds from convertible debt

2,197,500

Proceeds from related party debt

$ 20,000

Successor [Member] | Typenex Membership Interest Pledge Agreement [Member]

Issuance of warrants to purchase of common stock amount

$ 267,503

Percentage on membership interest

40.00%

40.00%

40.00%

40.00%

Beneficially ownership description

beneficially owning more than 4.99% of our outstanding common stock. This ownership limitation can be increased or decreased to any percentage not exceeding 9.99% by the holder upon 61 days’ notice to us.

Adar Bays, LLC [Member]

Percentage of interest rate on promissory note

8.00%

Unsecured debt, principal amount

$ 50,000

Tranche [Member]

Notes conversion price

$ 0.01

Convertible debt

$ 137,500

Lender conversion price

7.00%

Percentage on volume weighed average price

70.00%

Percentage of future conversion

5.00%

Tranche [Member] | Maximum [Member]

Percentage of future conversion

70.00%

Tranche [Member] | Minimum [Member]

Percentage of future conversion

65.00%

Tranche One [Member]

Original issue discount amount

$ 7,500

Convertible debt

125,000

Transaction costs

5,000

Tranche Six [Member]

Convertible debt

66,250

Panache Capital Llc [Member]

Percentage of interest rate on promissory note

15.00%

Conversion price of note discount percentage

49.00%

Notes conversion price

$ 0.002

$ 0.002

$ 0.002

$ 0.002

Gain on derivative liabilities

$ (38,170)

Adar Bays, LLC [Member]

Percentage of interest rate on promissory note

8.00%

Fair value of embedded beneficial conversion feature of debentures

74,433

$ 113,077

Unsecured debt, principal amount

55,125

Loss on derivative

$ 24,433

$ 57,952

Percentage of debt discount

5000000.00%

5.00%

Promissory note exchange amount

$ 52,500

Promissory note maturity date

Jun. 15, 2015

May 13, 2015

Debt discount

$ 55,125

Percentage of conversion price discount

35.00%

35.00%

LG Capital Fund [Member]

Percentage of interest rate on promissory note

8.00%

Conversion price of note discount percentage

5.00%

Notes conversion price

$ 0.005

$ 0.005

$ 0.005

$ 0.005

Fair value of embedded beneficial conversion feature of debentures

$ 113,077

Unsecured debt, principal amount

55,125

Loss on derivative

57,952

Promissory note exchange amount

$ 52,500

Promissory note maturity date

May 13, 2015

Debt discount

$ 55,125

Percentage of conversion price discount

35.00%

Union Capital [Member] | Unsecured Convertible Promissory Note [Member]

Percentage of interest rate on promissory note

8.00%

Unsecured debt, principal amount

$ 55,219

Loss on derivative

$ 24,433

Promissory note maturity date

Jun. 15, 2015

Percentage of conversion price discount

35.00%

Union Capital [Member] | Second Unsecured Convertible Promissory [Member]

Percentage of interest rate on promissory note

8.00%

Outstanding balance on Notes

$ 1,000

Fair value of embedded beneficial conversion feature of debentures

74,433

Unsecured debt, principal amount

$ 50,000

Promissory note maturity date

Jun. 16, 2015

Debt discount

$ 50,000

Percentage of conversion price discount

35.00%

Conversion of debt additional paid in capital

$ 54,219

Union Capital [Member] | Share Reserve [Member]

Outstanding balance on Notes

$ 1,000

Reserved shares of common stock

8,000,000

8,000,000

Remaining shares

0

0

0

0

Union Capital [Member] | Initial Tranche Request [Member]

Fair value of embedded beneficial conversion feature of debentures

$ 1,000

$ 1,000

Union Capital [Member] | Repriced [Member]

Fair value of embedded beneficial conversion feature of debentures

$ 1,000

$ 1,000

Union Capital [Member] | Third Unsecured Convertible Promissory [Member] | Successor [Member]

Percentage of interest rate on promissory note

8.00%

Fair value of embedded beneficial conversion feature of debentures

$ 92,308

Unsecured debt, principal amount

50,000

Loss on derivative

44,808

Issued an unsecured convertible promissory note

$ 47,500

Promissory note maturity date

Jun. 16, 2015

Debt discount

$ 47,500

Percentage of conversion price discount

35.00%

Legal fees, accounting costs, due diligence, monitoring and other transaction costs

$ 2,500

Typenex Co [Member] | Typenex Note [Member]

Secured debt, principal amount

$ 535,000

Promissory note maturity date

Sep. 30, 2015

Issuance of warrants to purchase of common stock amount

$ 267,503

Original issue discount amount

30,000

Legal fees, accounting costs, due diligence, monitoring and other transaction costs

$ 5,000

Promissory note annual interest rate

10.00%

Typenex Co [Member] | Investor Notes [Member]

Percentage of interest rate on promissory note

8.00%

Promissory note maturity date

Sep. 30, 2015

Debt instrument face amount

$ 62,500

JSJ Investments [Member]

Percentage of interest rate on promissory note

12.00%

Notes conversion price

$ 0.001

$ 0.001

$ 0.001

$ 0.001

Unsecured debt, principal amount

$ 100,000

Promissory note maturity date

Mar. 01, 2015

Percentage of conversion price discount

45.00%

Mulhearn Assigned Note [Member]

Percentage of interest rate on promissory note

10.00%

Unsecured debt, principal amount

$ 200,000

Promissory note maturity date

Dec. 21, 2013

Mulhearn Assigned Note [Member] | Fourth Unsecured Convertible Promissory [Member]

Conversion of debt additional paid in capital

$ 50,000

Knightsbridge [Member]

Fair value of embedded beneficial conversion feature of debentures

$ 50,000

EMA Financial [Member]

Notes conversion price

$ 0.0075

Fair value of embedded beneficial conversion feature of debentures

$ 178,571

Loss on derivative

$ 58,571

Promissory note maturity date

Jun. 30, 2015

Debt discount

$ 120,000

Convertible debt discount on original discount

5,000

Number of debt converted into shares

$ 125,000

Number of shares cancelled during period

19,000,000

Percentage of convertible promissory note

12.00%

Percentage of lowest trading price

70.00%

Old Main Capital [Member] | Investors [Member]

Outstanding balance on Notes

$ 256,250

Old Main Capital [Member] | Investors [Member]

Issued an unsecured convertible promissory note

$ 102,500

153,750

Original issue discount amount

$ 6,250

Percentage of future conversion

55.00%

Percentage of convertible promissory note

10.00%

Percentage of lowest trading price

60.00%

Proceeds from convertible debt

$ 250,000

TCA Debenture [Member]

Conversion price of note discount percentage

11.00%

Fair value of embedded beneficial conversion feature of debentures

$ 2,567,568

Loss on derivative

667,568

Debt discount

1,900,000

Convertible debt

$ 2,544,500

$ 1,900,000

Proceeds from convertible debt

1,900,000

Maximum borrowing capacity

$ 5,000,000

Unregistered shares of common stock issued

223,500

Proceeds from sale of securities

$ 223,500

Due diligence fee

8,000

Legal fees

15,000

Deferred financing fees

70,005

Debenture redemption premium amount

11,400

Proceeds from related party debt

$ 1,800,000

Percentage of interest on late charges

5.00%

Interest rate on debenture

18.00%

Percentage of debt conversion rate

85.00%

Beneficial ownership percentage

4.99%

Common stock issued to pledging parties

60,000,000

TCA Debenture [Member] | Debenture One [Member]

Promissory note annual interest rate

9710300.00%

Convertible debt

$ 250,000

TCA Debenture [Member] | Debenture Two [Member]

Convertible debt

$ 2,294,500

Redwood Capital [Member]

Original issue discount amount

$ 70,000

Convertible debt

$ 2,870,000

Proceeds from convertible debt

$ 2,800,000

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Secured Promissory Note in Default (Details Narrative) - USD ($)				12 Months Ended
	Jan. 03, 2012	Dec. 27, 2011	Nov. 08, 2011	Aug. 31, 2014	May. 31, 2015	Jul. 31, 2014	Mar. 13, 2014
Liabilities and accumulated deficit amount				$ 170,000
Debt instrument face amount							$ 100,000
Crisnic Note [Member] | Series A Preferred Stock [Member]
Shares issued into escrow for the security of the notes					650,001	650,001
Crisnic and Office Supply Line, Inc [Member]
Number of common stock cancelled in exchange of cash			14,130
Common stock cancelled for cash			$ 10,000
Debt instrument face amount			240,000
Debt periodic payment	$ 15,000	$ 25,000	$ 50,000
Secured promissory note - in default				170,000	$ 170,000
Predecessor [Member]
Liabilities and accumulated deficit amount				716,487
Loss on re-establishment of debt				$ 170,000
Secured promissory note - in default

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Income Taxes (Tables)

9 Months Ended

May. 31, 2015

Income Taxes Tables

Schedule of Deferred Tax Assets

Deferred tax assets consisted of the following as of May 31, 2015 and August 31, 2014:

	Successor			Predecessor
	2015			2014
Net operating losses	$	3,321,339		$	-
Valuation allowance		(3,321,339	)		-
Net deferred tax assets	$	-		$	-

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Derivative Liabilities - Schedule of Derivative Instruments (Details) - USD ($)	9 Months Ended
	May. 31, 2015
Derivative Liability [Abstract]
Derivative liabilities, beginning	$ 1,349,994
Debt discounts originated during the period	4,872,250
Gain on extinguishment of debt	(1,786,265)
Reclassification to APIC due to conversion of related notes	(1,520,273)
Change in fair value of derivative liabilities	2,916,979
Gain on settlement of derivative liability due to repayment of related notes	(38,170)
Derivative liabilities, ending	$ 5,794,515

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

May. 31, 2015

Accounting Policies [Abstract]

Summary of Bad Debt Expense

The following table summarizes bad debt expense which is included in general and administrative expenses in the accompanying condensed consolidated statements of operations.

					Nine-month period
	Successor		Predecessor		Successor		Predecessor
	Three months		Three months		Period from		Period from		Nine months
	Ended		Ended		October 21, 2014		September 1, 2014		Ended
	May 31, 2015		May 31, 2014		to May 31, 2015		to October 20, 2014		May 31, 2014
Bad debt expense	$	200,000	$	-	$	200,000	$	-	$	-

Schedule of Financial Assets Measured and Recorded at Fair Value on Recurring Basis

The following table presents financial liabilities of the Company 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 May 31, 2015 and August 31, 2014, respectively.

	Level 1		Level 2		Level 3
Fair value of derivative liabilities - May 31, 2015 - Successor	$	-	$	-	$	5,794,515
Fair value of derivative liabilities - August 31, 2014 - Predecessor	$	-	$	-	$		_

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Convertible Notes - Schedule of Activity Related Notes (Details) - USD ($)	1 Months Ended	7 Months Ended	9 Months Ended
	Dec. 31, 2014	May. 31, 2015	May. 31, 2015
Loss on extinguishment of debt			$ (1,786,265)
Panache Capital Llc [Member]
Shares issued for conversions, conversions		51,986,137
Average conversion price, conversions		$ 0.002	$ 0.002
Ending balance		$ 120,217	$ 120,217
Panache Capital Llc [Member] | Principal [Member]
Conversions		(103,550)
Repayments		$ (16,667)
Amortization
Panache Capital Llc [Member] | Debt Discounts [Member]
Beginning balance		$ 120,217
Conversions
Repayments
Amortization
Ending balance
Panache Capital Llc [Member] | Principal Net Of Discounts [Member]
Conversions		$ (103,550)
Repayments		$ (16,667)
Amortization
Adar Bays, LLC One [Member]
Shares issued for conversions, conversions		4,013,559
Average conversion price, conversions		$ 0.014	$ 0.014
Adar Bays, LLC One [Member] | Principal [Member]
Beginning balance		$ 55,125
Conversions		(55,125)
Ending balance
Adar Bays, LLC One [Member] | Debt Discounts [Member]
Beginning balance		(1,467)
Amortization		56,592
Discounts originated		(55,125)
Ending balance
Adar Bays, LLC One [Member] | Principal Net Of Discounts [Member]
Beginning balance		53,658
Conversions		(55,125)
Amortization		56,592
Discounts originated		$ (55,125)
Ending balance
Adar Bays, LLC Two [Member]
Shares issued for conversions, conversions		17,258,513
Average conversion price, conversions		$ 0.003	0.003
Adar Bays, LLC Two [Member] | Principal [Member]
Beginning balance		$ 50,000
Conversions		$ (50,000)
Discounts originated
Ending balance
Adar Bays, LLC Two [Member] | Debt Discounts [Member]
Amortization		$ 50,000
Discounts originated		(50,000)
Adar Bays, LLC Two [Member] | Principal Net Of Discounts [Member]
Beginning balance		50,000
Conversions		(50,000)
Amortization		50,000
Discounts originated		$ (50,000)
Ending balance
LG Capital Fund [Member]
Shares issued for conversions, conversions		10,407,194
Average conversion price, conversions		$ 0.005	$ 0.005
LG Capital Fund [Member] | Principal [Member]
Beginning balance		$ 55,125
Conversions		$ (55,125)
Amortization
Discounts originated
Ending balance
LG Capital Fund [Member] | Debt Discounts [Member]
Beginning balance		$ (1,467)
Conversions
Amortization		$ 56,592
Discounts originated		$ (55,125)
Ending balance
LG Capital Fund [Member] | Principal Net Of Discounts [Member]
Beginning balance		$ 53,658
Conversions		(55,125)
Amortization		56,592
Discounts originated		$ (55,125)
Ending balance
Union Capital One [Member] | Principal [Member]
Beginning balance		$ 54,219
Reclassification to APIC		$ (54,219)
Ending balance
Union Capital One [Member] | Debt Discounts [Member]
Conversions
Amortization
Discounts originated
Ending balance
Union Capital One [Member] | Principal Net Of Discounts [Member]
Beginning balance		$ 54,219
Reclassification to APIC		$ (54,219)
Ending balance
Union Capital Two[Member]
Shares issued for conversions, conversions		15,696,678
Average conversion price, conversions		$ 0.003	$ 0.003
Union Capital Two[Member] | Principal [Member]
Beginning balance		$ 50,000
Conversions		$ (50,000)
Discounts originated
Ending balance
Union Capital Two[Member] | Debt Discounts [Member]
Beginning balance
Conversions
Amortization		$ 50,000
Discounts originated		(50,000)
Ending balance
Union Capital Two[Member] | Principal Net Of Discounts [Member]
Beginning balance		50,000
Conversions		50,000
Amortization		50,000
Discounts originated		$ (50,000)
Ending balance
Union Capital Three [Member]
Shares issued for conversions, conversions		56,303,322
Average conversion price, conversions		$ 0.001	0.001
Union Capital Three [Member] | Principal [Member]
Beginning balance
Conversions		$ 50,000
Amortization
Discounts originated
Borrowed		$ 50,000
Ending balance
Union Capital Three [Member] | Debt Discounts [Member]
Beginning balance
Amortization		$ 50,000
Discounts originated		$ (50,000)
Borrowed
Ending balance
Union Capital Three [Member] | Principal Net Of Discounts [Member]
Beginning balance
Conversions		$ (50,000)
Amortization		50,000
Discounts originated		(50,000)
Borrowed		$ 50,000
Ending balance
Typenex Note [Member]
Shares issued for conversions, conversions		51,832,997
Average conversion price, conversions		$ 0.002	$ 0.002
Typenex Note [Member] | Principal [Member]
Beginning balance		$ 203,750
Conversions		$ (79,128)
Amortization
Ending balance		$ 124,622	$ 124,622
Typenex Note [Member] | Debt Discounts [Member]
Beginning balance		$ (162,520)
Conversions
Amortization		$ 113,528
Ending balance		(48,992)	(48,992)
Typenex Note [Member] | Principal Net Of Discounts [Member]
Beginning balance		41,230
Conversions		(79,128)
Amortization		113,528
Ending balance		$ 75,630	$ 75,630
JSJ Investments [Member]
Shares issued for conversions, conversions		61,651,357
Average conversion price, conversions		$ 0.001	$ 0.001
JSJ Investments [Member] | Principal [Member]
Beginning balance		$ 100,000
Conversions		$ (51,169)
Amortization
Ending balance		$ 48,831	$ 48,831
JSJ Investments [Member] | Debt Discounts [Member]
Beginning balance		$ (72,268)
Conversions
Amortization		$ 72,268
Ending balance
JSJ Investments [Member] | Principal Net Of Discounts [Member]
Beginning balance		$ 27,732
Conversions		(51,169)
Amortization		72,268
Ending balance		$ 48,831	$ 48,831
Mulhearn Note [Member]
Shares issued for conversions, conversions		6,000,000
Average conversion price, conversions		$ 0.008	$ 0.008
Mulhearn Note [Member] | Principal [Member]
Conversions		$ (50,000)
Amortization
Discounts originated
Reclassification to APIC		$ 50,000
Ending balance
Mulhearn Note [Member] | Debt Discounts [Member]
Conversions
Amortization		$ 50,000
Discounts originated		$ (50,000)
Reclassification to APIC
Ending balance
Mulhearn Note [Member] | Principal Net Of Discounts [Member]
Conversions		$ (50,000)
Amortization		50,000
Discounts originated		(50,000)
Reclassification to APIC		$ 50,000
Ending balance
EMA Financial [Member]
Average conversion price, conversions	$ 0.0075
Conversions	$ 125,000
EMA Financial [Member] | Principal [Member]
Beginning balance
Conversions		$ 125,000
Ending balance		$ 125,000	$ 125,000
EMA Financial [Member] | Debt Discounts [Member]
Beginning balance
Conversions
Amortization		$ 50,545
Discounts originated		(125,000)
Ending balance		$ (74,455)	(74,455)
EMA Financial [Member] | Principal Net Of Discounts [Member]
Beginning balance
Conversions		$ 125,000
Amortization		50,545
Discounts originated		(125,000)
Ending balance		$ 50,545	50,545
Old Main Capital [Member] | Principal [Member]
Beginning balance
Amortization
Discounts originated
Borrowed		$ 256,250
Ending balance		$ 256,250	256,250
Old Main Capital [Member] | Debt Discounts [Member]
Beginning balance
Amortization		$ 226
Discounts originated		$ (6,250)
Borrowed
Ending balance		$ (6,024)	(6,024)
Old Main Capital [Member] | Principal Net Of Discounts [Member]
Beginning balance
Amortization		$ 226
Discounts originated		(6,250)
Borrowed		256,250
Ending balance		250,226	250,226
TCA Debenture [Member]
Loss on extinguishment of debt		(1,786,265)
TCA Debenture [Member] | Principal [Member]
Loss on extinguishment of debt		547,397
Reclassification to APIC		97,103
Borrowed		1,900,000
Ending balance		2,544,500	2,544,500
TCA Debenture [Member] | Debt Discounts [Member]
Amortization		418,327
Loss on extinguishment of debt		1,693,714
Discounts originated		(4,444,500)
Ending balance		(2,332,459)	(2,332,459)
TCA Debenture [Member] | Principal Net Of Discounts [Member]
Amortization		418,327
Loss on extinguishment of debt		2,241,111
Discounts originated		(4,444,500)
Reclassification to APIC		97,103
Borrowed		1,900,000
Ending balance		$ 212,041	$ 212,041

XML

Summary of Significant Accounting Policies - Schedule of Financial Assets Measured and Recorded at Fair Value on Recurring Basis (Details) - USD ($)	May. 31, 2015	Aug. 31, 2014
Level 1 [Member] | Successor [Member]
Fair value of Derivative Liability
Level 1 [Member] | Predecessor [Member]
Fair value of Derivative Liability
Level 2 [Member] | Successor [Member]
Fair value of Derivative Liability
Level 2 [Member] | Predecessor [Member]
Fair value of Derivative Liability
Level 3 [Member] | Successor [Member]
Fair value of Derivative Liability	$ 5,794,515
Level 3 [Member] | Predecessor [Member]
Fair value of Derivative Liability

XML

OSLH/GGH Transaction - Schedule of Assets Acquired and Liabilities Assumed (Details) - Go Green Hydroponics [Member]		Oct. 20, 2014 USD ($)
Cash		$ 218,078
Inventory (a)	[1]	871,439
Other current assets		2,624
Property and equipment		15,914
Indefinite-lived intangible asset - trade name (b)	[2]	100,000
Goodwill (c)	[3]	594,322
Accounts payable and accrued expenses		(125,012)
Other current liabilities		(51,254)
Net assets acquired		$ 1,626,111

[1] (a)The fair value of inventory reflects an increase of $217,860 from its cost value and was based on an appropriate inventory markup percentage as of the acquisition date.

[2] (b)This reflects the Go Green trade name that the Company has fair valued utilizing the relief-from-royalty method on the basis that a trade name has a fair value equal to the present value of the royalty income attributable to it. Under this method a benchmark royalty rate is multiplied by the net revenue anticipated from the trade name over the course of the estimated life of the trade name to derive an estimate of the royalty income that could be generated hypothetically by licensing the subject trade name, in an arm's-length transaction, to a third party. Net revenue used for the valuation of the Go Green trade name is based on management's forecasts. The Company has determined that the trade name has an indefinite useful life because Go Green is one of the most highly regarded brands in the hydroponics industry and continues to be a profitable business experiencing significant sales growth. The Company plans to continue to make investments to enhance the value of the Go Green trade name into the future. There are no legal, regulatory, contractual, competitive, economic or other factors that the Company is aware of or that it believes would limit the useful life of the trade name.

[3] (c)The goodwill recognized in conjunction with the GGH transaction is primarily attributable to strategic benefits, including enhanced financial and operational scale, market diversification, customer service and customer satisfaction, and substantial synergies that are expected to be achieved through implementation of GGH's new technologies in the hydroponics industry.

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Promissory Notes (Details Narrative) - Derivative Contract Type Domain - USD ($)

1 Months Ended

7 Months Ended

12 Months Ended

May. 01, 2014

Mar. 13, 2014

Dec. 12, 2013

May. 31, 2015

May. 31, 2015

Aug. 31, 2014

Sep. 15, 2014

Jul. 10, 2014

May. 01, 2013

Debt instrument face amount

$ 100,000

Percentage of interest rate on promissory note

3.00%

15.00%

Percentage of interest rate on promissory note on post due

1.20%

Exchange of cash consideration amount

$ 307,000

Debt maturity date

Jan. 12, 2014

Issuance of warrants to purchase of common stock

200,000

Warrants exercisable price

$ 0.50

Investors [Member]

Proceeds from issuance of private investors

$ 50,000

Debt maturity date

Mar. 12, 2015

Amortization of debt discount

$ 50,000

May Investor Note [Member]

Debt instrument face amount

$ 10,000

Percentage of interest rate on promissory note

12.00%

May 1, 2013 Note [Member]

Debt instrument face amount

$ 15,000

Percentage of interest rate on promissory note

12.00%

Note outstanding balance

$ 0

0

Exchange of cash consideration amount

$ 10,000

Debt maturity date

Aug. 01, 2014

Amortization of debt discount

$ 5,000

Issuance of warrants to purchase of common stock

160,000

March 13, 2014 Note [Member]

Amortization of debt discount

38,576

Mulhearn Note [Member]

Due to related party

$ 68,000

$ 68,000

Unsecured promissory

$ 339,612

Due from related parties

$ 125,000

Promissory Note One [Member] | Kevin Mulhearn [Member]

Debt maturity date

Jan. 31, 2019

Issuance of warrants to purchase of common stock

9,333,333

Debt instrument description

Payments made prior to September 1, 2014 were to be applied to the outstanding balance by the payment amount multiplied by 2. Any payments made between September 1, 2014 and December 31, 2014 would be applied to the outstanding balance by the payment amount multiplied by 1.75. Any payments made between January 1, 2015 and March 31, 2015 were to be applied to the outstanding balance by the payment amount multiplied by 1.5. Any payments made between April 1, 2015 and June 30, 2015 were to be applied to the outstanding balance by the payment amount multiplied by 1.25; and any payments made after June 30, 2015 were to be applied to the outstanding balance without a multiplier.

Promissory Notes [Member] | Kevin Mulhearn [Member]

Class of warrant outstanding

4,333,333

4,333,333

XML

Subsequent Events (Details Narrative) - USD ($)

1 Months Ended

Jul. 02, 2015

Jul. 01, 2015

Jun. 02, 2015

May. 31, 2015

May. 15, 2015

Jul. 10, 2015

Jul. 15, 2015

Jun. 22, 2015

Jun. 14, 2015

Jun. 01, 2015

Aug. 31, 2014

Jun. 26, 2014

Mar. 13, 2014

Convertable debt discount amount

$ (2,461,926)

Debt instrument principal amount

$ 100,000

Debt instrument interest rate discription

Interest on the notes will accrue in the amount of 10% of the outstanding principal amount, and the term of each note is one year from the date of issuance. Each note is convertible into shares of the Company’s common stock any time after four months from the date of issuance of each respective note, at a conversion price that is equal to 60% of the average of the three lowest traded prices of the Company’s common stock during the prior fifteen trading days. In the event of default of a note, the Company may be required to convert all or part of the respective note at a conversion price that is equal to 55% of the average of the three lowest traded prices of the Company’s common stock during the prior twenty trading days.

Precentage of amount expected to be raised through the subequent financing

100.00%

Convertible promissory note

$ 637,277

Redwood Capital [Member]

Convertible debt

$ 2,870,000

Redwood Capital [Member] | Eleventh and Twelfth Tranches [Member]

Debt instrument principal amount

$ 350,000

Subsequent Event [Member]

Number of common stock issued upon conversion

333,342,240

Conversion of principle amount of debt

$ 484,724

Number of shares issued during period for employees bonuses

11,000,000

During period issued shares for employees bonuses, value

$ 92,400

Stock issued during period for services shares

34,493,472

Stock issued during period for services value

$ 321,841

Subsequent Event [Member] | March 13, 2014 Note [Member]

Convertible promissory note

$ 100,000

Subsequent Event [Member] | Redwood Capital [Member]

Convertible debt

$ 2,870,000

Convertable debt discount amount

70,000

Proceeds from issueance of debt

$ 2,800,000

Debt instrument principal amount

$ 75,000

$ 300,000

$ 75,000

Subsequent Event [Member] | TCA [Member]

Debt instrument principal amount

$ 2,544,500

$ 375,000

Debt purchase agreement discription

The debt will be purchased by Redwood in 10 tranches beginning on June 1, 2015 and then subsequently every 20 days until the entire principal amount has been purchased.

Convertible promissory note

$ 352,739

Subsequent Event [Member] | Mulhearn Note [Member]

Convertible promissory note

$ 42,000

Subsequent Event [Member] | Warrant [Member]

Stock issued during period restricted common stock, shares

840,336

80,000

Stock issued during period restricted common stock, value

$ 30,000

Minimum [Member] | Subsequent Event [Member]

Increase in number of shares authorized

649,000,000

Maximum [Member] | Subsequent Event [Member]

Increase in number of shares authorized

1,947,000,000

XML

Stock Warrants and Options (Details Narrative) - USD ($)	Mar. 11, 2015	May. 31, 2015
Aggregate intrinsic value outstanding		$ 52,018
Consultant [Member]
Warrants granted	20,000,000

XML

Advances from Related Parties (Details Narrative) - USD ($)	2 Months Ended	7 Months Ended	9 Months Ended
	Oct. 20, 2014	May. 31, 2015	May. 31, 2014	Aug. 31, 2014
Successor [Member]
Outstanding balance		$ 10,560
Advance from related parties		$ 2,540
Predecessor [Member]
Outstanding balance
Advance from related parties

XML

Summary of Significant Accounting Policies

9 Months Ended

May. 31, 2015

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 4 – Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying condensed consolidated financial statements of the Company include the accounts of OSL Holdings Inc. and its wholly-owned subsidiaries, Go Green Hydroponics Inc., Office Supply line, Inc. OSL Diversity Marketplace, Inc., OSL Rewards Corporation, 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 of America 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 fair 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.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of 90 days or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Account balances are charged off against the allowance when it is probable the receivable will not be recovered.

The following table summarizes bad debt expense which is included in general and administrative expenses in the accompanying condensed consolidated statements of operations.

					Nine-month period
	Successor		Predecessor		Successor		Predecessor
	Three months		Three months		Period from		Period from		Nine months
	Ended		Ended		October 21, 2014		September 1, 2014		Ended
	May 31, 2015		May 31, 2014		to May 31, 2015		to October 20, 2014		May 31, 2014
Bad debt expense	$	200,000	$	-	$	200,000	$	-	$	-

Inventory

Inventories are stated at the lower of cost or market with the cost principally determined using an average cost method. Provisions for potentially obsolete or slow-moving inventory are made based on management’s analysis of inventory levels, historical usage, and market conditions. Inventories consist primarily of finished goods.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. When property and equipment is retired or otherwise disposed of, the net carrying amount is eliminated with any gain or loss on disposition recognized in earnings at that time. Maintenance and repairs are expensed as incurred.

Depreciation is calculated on a straight-line basis using an estimated useful life of the assets of 3 to 5 years. Leasehold improvements are amortized over the shorter of the estimated useful life or lease term.

Impairment of Long-Lived Assets

The Company evaluates the carrying value of long-lived assets to be held and used when events or changes in circumstances indicate the carrying value may not be recoverable. The carrying amount of an asset or asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset and its eventual disposition. In that event, an impairment loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset or asset group.

Goodwill and Intangible Assets

Goodwill reflects the excess of the acquisition cost of GGH over the fair value of tangible and identifiable intangible assets as determined upon the acquisition date. The Company recorded $594,322 of goodwill as a result of the acquisition. The goodwill is non-deductible for tax purposes.

Identifiable intangible assets consist of GGH’s trade name. The trade name is an indefinite-lived intangible asset and consequently is not amortized.

The Company’s annual impairment reviews for goodwill and indefinite-lived intangible assets are performed as of the first day of its fourth quarter. The Company also performs interim reviews when the Company determines that a triggering event has occurred that would more likely than not reduce the fair value of the reporting unit below its carrying value.

The Company uses a two-step impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized (if any). The Step 1 calculation used to identify potential impairment compares the calculated fair value for the Company’s single reporting unit to its book value, including goodwill, on the measurement date. If the fair value of the reporting unit is less than its book value, then a Step 2 calculation is performed to measure the amount of the impairment loss (if any) for the reporting unit.

The Step 2 calculation compares the implied fair value of the goodwill to the book value of goodwill. The implied fair value of goodwill is equal to the excess of the fair value of the reporting unit above the fair value of identified assets and liabilities. If the book value of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess (not to exceed the book value of goodwill).

Deferred Financing Costs

Costs related to the issuance of debt are capitalized and amortized to interest expense on a straight-line basis over the contractual life of the related debt. These costs were fully amortized as of May 31, 2015.

Revenue Recognition

Revenue is recognized from merchandise sales at the time the customer takes possession of the merchandise and collectability is reasonably assured. Provisions for discounts and rebates to customers, and returns and other adjustments, are provided in the same period that the related sales are recorded.

Management fees are recognized when earned based upon the contractual terms of the management agreements.

Other Income

Other income consists of rental revenue from the leasing of property and equipment. The lease ended in January 2015.

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with 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 unobservable inputs 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 receivable, accounts payable and accrued liabilities, advances from related parties, promissory notes with related parties, convertible notes and promissory notes, approximates fair value because of the short-term maturity of these instruments.

The following table presents financial liabilities of the Company 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 May 31, 2015 and August 31, 2014, respectively.

	Level 1		Level 2		Level 3
Fair value of derivative liabilities - May 31, 2015 - Successor	$	-	$	-	$	5,794,515
Fair value of derivative liabilities - August 31, 2014 - Predecessor	$	-	$	-	$		_

Earnings or Loss per Share

The Company accounts for earnings per share pursuant to ASC 260 - Earnings per Share, which requires disclosure in 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 period. 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, warrants, and other potentially dilutive securities for each period. Since there was a net loss of the Successor Company for the three months ended May 31, 2015 and the period from October 21, 2014 to May 31, 2015, basic and diluted loss per share is the same. For the Predecessor Company period from September 1, 2014 to October 20, 2014 and the Predecessor Company’s three and nine months ended May 31, 2014, there were no dilutive securities issued or outstanding.

Stock-Based Compensation

The Company periodically issues stock grants, stock options and warrants to officers, directors, employees 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, directors, and employees 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, assuming maximum value, 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 Standards

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations or cash flows.

XML

Stock Warrants and Options - Schedule of Stock Warrants Activity (Details) - 7 months ended May. 31, 2015 - Warrant [Member] - $ / shares	Total
Number of Warrants outstanding, Beginning balance	10,357,333
Number of Warrants, granted	1,413,999
Number of Warrants. exercised
Number of Warrants, expired or forfeited
Number of Warrants outstanding, Ending balance	11,771,332
Number of Warrants Exercisable	11,771,332
Weighted Average Exercise Price, Outstanding, Beginning
Weighted Average Exercise Price, Warrants granted	$ 0.137
Weighted Average Exercise Price, Warrant exercised
Weighted Average Exercise Price, Warrants expired or forfeited
Weighted Average Exercise Price, Outstanding, Ending	$ 0.017
Weighted Average Exercise Price, Exercisable	$ 0.017

XML

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	May. 31, 2015	Aug. 31, 2014
Successor [Member]
Property and equipment	$ 63,893
Less: accumulated depreciation and amortization	(41,632)
Property, plant and equipment, net	22,261
Successor [Member] | Furniture and Fixtures [Member]
Property and equipment	9,200
Successor [Member] | Machinery and Equipment [Member]
Property and equipment	19,043
Successor [Member] | Transportation Equipment [Member]
Property and equipment	21,950
Successor [Member] | Leasehold Improvements [Member]
Property and equipment	$ 13,700
Predecessor [Member]
Property and equipment		$ 55,869
Less: accumulated depreciation and amortization		(39,878)
Property, plant and equipment, net		15,991
Predecessor [Member] | Furniture and Fixtures [Member]
Property and equipment		4,300
Predecessor [Member] | Machinery and Equipment [Member]
Property and equipment		15,919
Predecessor [Member] | Transportation Equipment [Member]
Property and equipment		21,950
Predecessor [Member] | Leasehold Improvements [Member]
Property and equipment		$ 13,700

XML

Promissory Notes (Tables)

9 Months Ended

May. 31, 2015

Debt Disclosure [Abstract]

Schedule of Promissory Notes

	May 31, 2015								August 31, 2014
						Promissory							Promissory
						Notes							Notes
	Promissory			Note		Net of			Promissory		Note		Net of
	Notes			Discounts		Discounts			Notes		Discounts		Discounts
December 12, 2013 Note	$	5,000		$	-	$	5,000		$	-	$	-	$	-
March 13, 2014 Note		100,000			-		100,000			-		-		-
May 1, 2014 Note		15,000			-		15,000			-		-		-
Mulhearn Note		57,000			-		57,000			-		-		-
Total promissory notes		177,000			-		177,000			-		-		-
Less: current portion		(177,000	)		-		(177,000	)		-		-		-
Promissory notes, non-current	$	-		$	-	$	-		$	-	$	-	$	-

Schedule of Warrant Derivative Liability

March 13, 2014 Note

The following table presents the activity related to the warrant derivative liability:

Derivative liability as of October 21, 2014 - Successor	$	2,000
Change in the fair value of derivative liability		(140	)
Derivative liability as of May 31, 2015 - Successor	$	1,860

May 1, 2014 Note

The following table presents the activity related to the warrant derivative liability:

Derivative liability as of October 21, 2014 - Successor	$	1,600
Change in the fair value of derivative liability		(112	)
Derivative liability as of May 31, 2015 - Successor	$	1,488

Mulhearn Note

The following table presents the activity related to the warrant derivative liability:

Derivative liability as of October 21, 2014 - Successor	$	43,333
Change in the fair value of derivative liability		(3,033	)
Derivative liability as of May 31, 2015 - Successor	$	40,300

XML

Convertible Notes (Tables)

9 Months Ended

May. 31, 2015

Schedule of Convertible Notes Payable

Convertible notes consisted of the following:

		Successor			Predecessor
		May 31, 2015			August 31, 2014
Convertible notes - Typenex Co.	(E)	$	124,622		$	-
Convertible notes - JSJ Investments	(F)		48,831			-
Convertible notes - EMA Financial	(H)		125,000			-
Convertible notes - Old Main Capital	(I)		256,250			-
Convertible notes - TCA	(J)		2,544,500			-
Less: note discounts			(2,461,926	)		-
Convertible notes, net of discounts			637,277			-
Less: current portion			(637,277	)		-
Convertible notes, net of discounts - non-current		$	-		$	-

Union Capital Two[Member]

Schedule of Activity Related Notes

The following table presents the activity related to the notes:

	Shares		Average								Principal,
	Issued for		Conversion					Debt			Net of
	Conversions		Price		Principal			Discounts			Discounts
Balance - October 21, 2014					$	50,000		$	-		$	50,000
Discounts originated						-			(50,000	)		(50,000	)
Conversions		15,696,678	$	0.003		(50,000	)		-			(50,000	)
Amortization						-			50,000			50,000
Balance - May 31, 2015					$	-		$	-		$	-

Schedule of Conversion Feature Derivative Liability

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Debt discounts originated during the period		47,500
Change in the fair value of derivative liabilities		206,266
Reclassification to APIC due to conversion of related notes		(253,766	)
Derivative liabilities as of May 31, 2015 - Successor	$	-

Union Capital Three [Member]

Schedule of Activity Related Notes

The following table presents the activity related to the notes:

	Shares		Average								Principal,
	Issued for		Conversion					Debt			Net of
	Conversions		Price		Principal			Discounts			Discounts
Balance - October 21, 2014					$	-		$	-		$	-
Borrowed						50,000			-			50,000
Discounts originated						-			(50,000	)		(50,000	)
Conversions		56,303,322	$	0.001		(50,000	)		-			(50,000	)
Amortization						-			50,000			50,000
Balance - May 31, 2015					$	-		$	-		$	-

Panache Capital Llc [Member]

Schedule of Activity Related Notes

The following table presents the activity related to the notes:

	Shares		Average
	Issued for		Conversion					Debt		Principal, Net
	Conversions		Price		Principal			Discounts		of Discounts
Balance - October 21, 2014					$	120,217		$	-	$	120,217
Conversions		51,986,137	$	0.002		(103,550	)		-		(103,550	)
Repayments						(16,667	)		-		(16,667	)
Balance - May 31, 2015					$	-		$	-	$	-

Schedule of Conversion Feature Derivative Liability

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	206,771
Change in the fair value of derivative liabilities		182,480
Reclassification to APIC due to conversion of related notes		(351,081	)
Gain on settlement of derivative liabilitiy due to repayment of related notes		(38,170	)
Derivative liabilities as of May 31, 2015 - Successor	$	-

Adar Bays, LLC One [Member]

Schedule of Activity Related Notes

The following table presents the activity related to the notes:

	Shares		Average
	Issued for		Conversion					Debt			Principal, Net
	Conversions		Price		Principal			Discounts			of Discounts
Balance - October 21, 2014					$	55,125		$	(1,467	)	$	53,658
Discounts originated						-			(55,125	)		(55,125	)
Conversions		4,013,559	$	0.014		(55,125	)		-			(55,125	)
Amortization						-			56,592			56,592
Balance - May 31, 2015					$	-		$	-		$	-

Schedule of Conversion Feature Derivative Liability

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Debt discounts originated during the period		55,125
Change in the fair value of derivative liabilities		31,864
Reclassification to APIC due to conversion of related notes		(86,989	)
Derivative liabilities as of May 31, 2015 - Successor	$	-

Adar Bays, LLC Two [Member]

Schedule of Activity Related Notes

The following table presents the activity related to the notes:

	Shares		Average								Principal,
	Issued for		Conversion					Debt			Net of
	Conversions		Price		Principal			Discounts			Discounts
Balance - October 21, 2014					$	50,000		$	-		$	50,000
Discounts originated						-			(50,000	)		(50,000	)
Conversions		17,258,513	$	0.003		(50,000	)		-			(50,000	)
Amortization						-			50,000			50,000
Balance - May 31, 2015					$	-		$	-		$	-

Schedule of Conversion Feature Derivative Liability

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Debt discounts originated during the period		50,000
Change in the fair value of derivative liabilities		49,798
Reclassification to APIC due to conversion of related notes		(99,798	)
Derivative liabilities as of May 31, 2015 - Successor	$	-

LG Capital Fund [Member]

Schedule of Activity Related Notes

The following table presents the activity related to the notes:

	Shares		Average
	Issued for		Conversion					Debt			Principal, Net
	Conversions		Price		Principal			Discounts			of Discounts
Balance - October 21, 2014					$	55,125		$	(1,467	)	$	53,658
Discounts originated						-			(55,125	)		(55,125	)
Conversions		10,407,194	$	0.005		(55,125	)		-			(55,125	)
Amortization						-			56,592			56,592
Balance - May 31, 2015					$	-		$	-		$	-

Schedule of Conversion Feature Derivative Liability

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Debt discounts originated during the period		55,125
Change in the fair value of derivative liabilities		59,544
Reclassification to APIC due to conversion of related notes		(114,669	)
Derivative liabilities as of May 31, 2015 - Successor	$	-

Union Capital One [Member]

Schedule of Activity Related Notes

The following table presents the activity related to the notes:

	Shares	Average						Principal,
	Issued for	Conversion				Debt		Net of
	Conversions	Price	Principal			Discounts		Discounts
Balance - October 21, 2014			$	54,219		$	-	$	54,219
Reclassification to APIC				(54,219	)		-		(54,219	)
Balance - May 31, 2015			$	-		$	-	$	-

Schedule of Conversion Feature Derivative Liability

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Debt discounts originated during the period		50,000
Change in the fair value of derivative liabilities		31,163
Reclassification to APIC due to conversion of related notes		(81,163	)
Derivative liabilities as of May 31, 2015 - Successor	$	-

Typenex Co [Member]

Schedule of Activity Related Notes

The following table presents the activity related to the notes:

	Shares Issued for Conversions		Average Conversion Price		Principal			Debt Discounts			Principal, Net of Discounts
Balance - October 21, 2014					$	203,750		$	(162,520	)	$	41,230
Conversions		51,832,997	$	0.002		(79,128	)		-			(79,128	)
Amortization						-			113,528			113,528
Balance - May 31, 2015					$	124,622		$	(48,992	)	$	75,630

Schedule of Conversion Feature Derivative Liability

The following table presents the activity related to the warrants and conversion feature derivative liabilities:

			Conversion
	Warrants		Feature			Total
Derivative liabilities as of October 21, 2014 - Successor	$	100,313	$	255,326		$	355,639
Change in the fair value of derivative liabilities		-		255,291			255,291
Reclassification to APIC due to conversion of related notes		-		(321,602	)		(321,602	)
Derivative liabilities as of May 31, 2015 - Successor	$	100,313	$	189,015		$	289,328

JSJ Investments [Member]

Schedule of Activity Related Notes

The following table presents the activity related to the notes:

	Shares		Average
	Issued for		Conversion					Debt			Principal, Net
	Conversions		Price		Principal			Discounts			of Discounts
Balance - October 21, 2014				$	100,000		$	(72,268	)	$	27,732
Conversions	61,651,357	$	0.001		(51,169	)		-			(51,169	)
Amortization					-			72,268			72,268
Balance - May 31, 2015				$	48,831		$	-		$	48,831

Schedule of Conversion Feature Derivative Liability

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	135,190
Change in the fair value of derivative liabilities		65,573
Reclassification to APIC due to conversion of related notes		(121,523	)
Derivative liabilities as of May 31, 2015 - Successor	$	79,240

Mulhearn Assigned Note [Member]

Schedule of Activity Related Notes

The following table presents the activity related to the notes:

	Shares		Average
	Issued for		Conversion					Debt			Principal, Net
	Conversions		Price		Principal			Discounts			of Discounts
Balance - October 21, 2014					$	-		$	-		$	-
Reclassification from APIC						50,000			-			50,000
Discounts originated						-			(50,000	)		(50,000	)
Conversions		6,000,000	$	0.008		(50,000	)		-			(50,000	)
Amortization						-			50,000			50,000
Balance - May 31, 2015					$	-		$	-		$	-

Schedule of Conversion Feature Derivative Liability

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Debt discounts originated during the period		50,000
Change in the fair value of derivative liabilities		39,681
Reclassification to APIC due to conversion of related notes		(89,681	)
Derivative liabilities as of May 31, 2015 - Successor	$	-

EMA Financial [Member]

Schedule of Activity Related Notes

The following table presents the activity related to the notes:

	Shares	Average
	Issued for	Conversion			Debt			Principal, Net
	Conversions	Price	Principal		Discounts			of Discounts
Balance - October 21, 2014			$	-	$	-		$	-
Conversions				125,000		-			125,000
Discounts originated				-		(125,000	)		(125,000	)
Amortization				-		50,545			50,545
Balance - May 31, 2015			$	125,000	$	(74,455	)	$	50,545

Schedule of Conversion Feature Derivative Liability

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Discounts originated		120,000
Change in the fair value of derivative liabilities		101,428
Derivative liabilities as of May 31, 2015 - Successor	$	221,428

Old Main Capital [Member]

Schedule of Activity Related Notes

The following table presents the activity related to the notes:

	Shares	Average
	Issued for	Conversion			Debt			Principal, Net
	Conversions	Price	Principal		Discounts			of Discounts
Balance - October 21, 2014			$	-	$	-		$	-
Borrowings				256,250		-			256,250
Discounts originated				-		(6,250	)		(6,250	)
Amortization				-		226			226
Balance - May 31, 2015			$	256,250	$	(6,024	)	$	250,226

TCA Debenture [Member]

Schedule of Activity Related Notes

The following table presents the activity related to the notes:

	Shares	Average
	Issued for	Conversion			Debt			Principal, Net
	Conversions	Price	Principal		Discounts			of Discounts
Balance - October 21, 2014			$	-	$	-		$	-
Borrowings				1,900,000		-			1,900,000
Loss on extinguishment of debt				547,397		1,693,714			2,241,111
Reclassification of accrued interest				97,103		-			97,103
Discounts originated				-		(4,444,500	)		(4,444,500	)
Amortization				-		418,327			418,327
Balance - May 31, 2015			$	2,544,500	$	(2,332,459	)	$	212,041

Schedule of Conversion Feature Derivative Liability

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Discounts originated		4,444,500
Gain on extinguishment of debt		(1,786,265	)
Change in the fair value of derivative liabilities		821,743
Derivative liabilities as of May 31, 2015 - Successor	$	3,479,978

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Derivative Liabilities (Details Narrative)	May. 31, 2015 USD ($)
Successor [Member]
Fair value of derivative liabilities	$ 3,915

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Accrued Officers' Compensation (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	May. 31, 2014	Aug. 31, 2014	May. 31, 2015	Aug. 31, 2013
Successor [Member]
Accrued officers' compensation			$ 583,454
Predecessor [Member]
Accrued officers' compensation				$ 0
Percentage of debt conversion rate		70.00%
Fair value of embedded conversion feature	$ 0	$ 1,672,524

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Derivative Liabilities (Tables)

9 Months Ended

May. 31, 2015

Derivative Liability [Abstract]

Schedule of Derivative Instruments

The following table summarizes the aggregate derivative liabilities included in the consolidated balance sheet:

Derivative liabilities as of October 21, 2014 - Successor	$	1,349,994
Debt discounts originated during the period		4,872,250
Gain on extinguishment of debt		(1,786,265	)
Reclassification to APIC due to conversion of related notes		(1,520,273	)
Change in the fair value of derivative liabilities		2,916,979
Gain on settlement of derivative liability due to repayment of note		(38,170	)
Derivative liabilities as of May 31, 2015 - Successor	$	5,794,515

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Capital Stock (Tables)

9 Months Ended

May. 31, 2015

Capital Stock Tables

Summary of Common Stock Activity

The following table presents a summary of common stock activity for the period:

	October 21, 2014 to May 31, 2015
	# Shares			Amount
Employee compensation		30,950,000		$	844,715
Reclassification for unissued shares to employees		(400,000	)		(23,000	)
Services from outside parties		5,844,685			38,791
Acquisition advisory services		15,284,916			223,500
Issuances for cash		29,098,715			307,000
Cancellation of shares for equity to debt conversion		(19,000,000	)		(120,000	)
Conversions of debt and accrued interest		275,149,757			648,467
Totals		336,928,073		$	1,919,473

Schedule of Common Shares Payable

The liability represents shares that have been earned but not yet issued either in certificate, electronic or book entry form.

	Successor				Successor
	May 31, 2015				August 31, 2014
	# Shares		Amount		# Shares		Amount
Common shares due to employees		23,900,000	$	725,450		-	$	-
Common shares due to debt holders		2,500,000		25,000		-		-
Common shares due to consultants		450,000		9,770		-		-
		26,850,000	$	760,220		-	$	-

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Going Concern

9 Months Ended

May. 31, 2015

Going Concern

Going Concern

Note 3 – Going Concern

The Company’s condensed 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’ deficits. These circumstances raise substantial doubt as to its ability to continue as a going concern. The Company has $84,317 of cash on hand and therefore must rely on additional financing to fund ongoing operations. Over the next twelve months, the Company expects a burn rate of at least $95,000 per month and will need to raise additional capital by the end of the year 2016 to remain in business. We can give no assurance that our efforts to raise additional capital in the future will be successful. The Company’s existence is dependent upon management’s ability to develop profitable operations and resolve its liquidity problems. The condensed 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 will require additional capital, either through debt or private placements, to execute its business plan. Such additional financing may not become available on acceptable terms, or at all. We can give no assurance that any additional financing that the Company does obtain will be sufficient to meet our 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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Stock Warrants and Options (Tables)

9 Months Ended

May. 31, 2015

Equity [Abstract]

Schedule of Stock Warrants Activity

A summary of warrant activity of the Successor Company for the period from October 21, 2014 to May 31, 2015 is presented below:

	Number of		Weighted Average
	Warrants		Exercise Price
Outstanding at October 21, 2014 - Successor		10,357,333	$	-
Warrants granted		1,413,999		0.137
Warrants exercised		-		-
Warrants expired or forfeited		-		-
Outstanding at May 31, 2015 - Successor		11,771,332	$	0.017
Exercisable at May 31, 2015		11,771,332	$	0.017

Schedule of Information Regarding Outstanding Warrants

Information relating to outstanding warrants of the Successor Company at May 31, 2015, summarized by exercise price, is as follows:

		Outstanding						Exercisable
Exercise Price				Life		Weighted Average				Weighted Average
Per Share		# Shares		(Years)		Exercise Price		# Shares		Exercise Price
	$0.0 - $0.07		11,771,332		1.27	$	0.017		11,771,332	$	0.017

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	May. 31, 2014	May. 31, 2015	May. 31, 2014	Aug. 31, 2014
Minimum [Member]
Property and equipment estimated useful life		3 years
Maximum [Member]
Property and equipment estimated useful life		5 years
Successor [Member]
Goodwill		$ 594,322
Predecessor [Member]
Goodwill
Dilutive securities

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Promissory Notes - Schedule of Promissory Notes (Details) - USD ($)	May. 31, 2015	Aug. 31, 2014
Mulhearn Note [Member]
Promissory notes	$ 57,000
Note Discounts [Member]
Promissory notes
Less: current portion
Promissory notes, non-current
Promissory Notes Net of Discounts [Member]
Promissory notes	$ 177,000
Less: current portion	$ (177,000)
Promissory notes, non-current
Mulhearn Note [Member]
Promissory notes
Less: current portion
Mulhearn Note [Member] | Note Discounts [Member]
Promissory notes
Mulhearn Note [Member] | Promissory Notes Net of Discounts [Member]
Promissory notes	$ 57,000
December 12, 2013 Note [Member]
Promissory notes	$ 5,000
Less: current portion
December 12, 2013 Note [Member] | Note Discounts [Member]
Promissory notes
December 12, 2013 Note [Member] | Promissory Notes Net of Discounts [Member]
Promissory notes	$ 5,000
March 13, 2014 Note [Member]
Promissory notes	$ 100,000
Less: current portion
March 13, 2014 Note [Member] | Note Discounts [Member]
Promissory notes
March 13, 2014 Note [Member] | Promissory Notes Net of Discounts [Member]
Promissory notes	$ 100,000
May 1, 2014 Note [Member]
Promissory notes	$ 15,000
Less: current portion
May 1, 2014 Note [Member] | Note Discounts [Member]
Promissory notes
May 1, 2014 Note [Member] | Promissory Notes Net of Discounts [Member]
Promissory notes	$ 15,000
Successor [Member]
Promissory notes	177,000
Less: current portion	$ (177,000)
Promissory notes, non-current
Predecessor [Member]
Promissory notes
Less: current portion
Promissory notes, non-current

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	May. 31, 2015	Aug. 31, 2014
Current Liabilities:
Convertible notes, net of $2,461,926 discounts	$ 637,277
Derivative liabilities	5,794,515	$ 1,349,994
Stockholders' Equity (Deficit):
Retained earnings (accumulated deficit)		170,000
Successor [Member]
Current Assets:
Cash	84,317
Accounts receivable, net of allowance for bad debts of $200,000	279,566
Inventory	431,391
Prepaid expenses and other current assets	16,090
Total current assets	811,364
Property and equipment, net	22,261
Goodwill	594,322
Indefinite-lived intangible - trade name	100,000
Deposits	36,725
Total assets	1,564,672
Current Liabilities:
Accounts payable and accrued expenses	1,659,564
Accrued officers' compensation	583,454
Advances from related parties	10,560
Secured promissory note in default	170,000
Promissory notes with related parties	100,000
Convertible notes, net of $2,461,926 discounts	637,277
Promissory notes, net of $0 discounts	177,000
Derivative liabilities	5,794,515
Common shares payable	760,220
Total current liabilities	9,892,590
Total liabilities	$ 9,892,590
Stockholders' Equity (Deficit):
Series A preferred stock, $.0001 par value, 1,000,000 shares authorized, 6 shares issued and outstanding - Successor
Common stock, $.001 par value, 649,000,000 shares authorized, 647,390,306 shares issued and outstanding - Successor. Common stock - no par, 1,500 shares issued and outstanding - Predecessor	$ 646,895
Additional paid-in capital	20,602,430
Retained earnings (accumulated deficit)	(29,577,243)
Total stockholders' equity (deficit)	(8,327,918)
Total liabilities and stockholders' equity (deficit)	$ 1,564,672
Predecessor [Member]
Current Assets:
Cash		$ 121,061
Accounts receivable, net of allowance for bad debts of $200,000
Inventory		$ 676,031
Prepaid expenses and other current assets		2,478
Total current assets		799,570
Property and equipment, net		$ 15,991
Goodwill
Indefinite-lived intangible - trade name
Deposits
Total assets		$ 815,561
Current Liabilities:
Accounts payable and accrued expenses		$ 97,574
Accrued officers' compensation
Advances from related parties
Secured promissory note in default
Promissory notes with related parties
Convertible notes, net of $2,461,926 discounts
Promissory notes, net of $0 discounts
Derivative liabilities
Common shares payable
Total current liabilities		$ 97,574
Total liabilities		$ 97,574
Commitments and contingencies
Stockholders' Equity (Deficit):
Series A preferred stock, $.0001 par value, 1,000,000 shares authorized, 6 shares issued and outstanding - Successor
Common stock, $.001 par value, 649,000,000 shares authorized, 647,390,306 shares issued and outstanding - Successor. Common stock - no par, 1,500 shares issued and outstanding - Predecessor		$ 1,500
Additional paid-in capital
Retained earnings (accumulated deficit)		$ 716,487
Total stockholders' equity (deficit)		717,987
Total liabilities and stockholders' equity (deficit)		$ 815,561

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Accrued Officers' Compensation - Schedule of Loss on Derivatives (Details) - USD ($)	2 Months Ended	3 Months Ended		7 Months Ended	9 Months Ended
	Oct. 20, 2014	May. 31, 2015	May. 31, 2014	May. 31, 2015	May. 31, 2014
Successor [Member]
Loss on derivatives		$ 7,606		$ 1,076,063
Predecessor [Member]
Loss on derivatives

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Organization, Nature of Business and Basis of Presentation

9 Months Ended

May. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Nature of Business and Basis of Presentation

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

Organization and Nature of Business

OSL Holdings Inc. (the “Company” or “OSLH”) was originally 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., a company incorporated in the State of Nevada on September 16, 2010, whereby Office Supply Line, Inc. exchanged all of its issued and outstanding shares 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 Office Supply Line, Inc., pursuant to which Crisnic cancelled 14,130 shares of the Company in exchange for $10,000 cash and a Secured Promissory Note of Office Supply Line, Inc. in the principal amount of $240,000 (the “Crisnic Note”). For financial statement reporting purposes, the Share Exchange was treated as a reverse acquisition. See Note 7.

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 Office Supply Line, Inc.; and the assumption of certain indebtedness of the Company by Red Rock Direct.

On October 17, 2011, the Company changed its name to OSL Holdings Inc.

On October 20, 2014, the Company acquired Go Green Hydroponics Inc. (“GGH”) for $1,800,000 subject to certain post-closing adjustments based on a target working capital amount. Also on that date the Company closed on a debt financing transaction in the amount of $1,900,000, the proceeds of which were used to fund the GGH acquisition and for the Company’s working capital purposes. See Note 2 and Note 9.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America and in accordance with Securities and Exchange Commission (“SEC”) regulations for interim financial reporting. In the opinion of management, these condensed consolidated financial statements contain all adjustments of a normal and recurring nature necessary to provide a fair statement of the financial position, results of operations and cash flows for the periods presented. Results for interim periods should not be considered indicative of results for a full year. These financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended August 31, 2014. The Condensed Consolidated Financial Statements include the accounts of the Company and all of its subsidiaries in which a controlling interest is maintained.

As a result of the Company’s push-down of its investment basis in GGH arising from the transaction described in Note 2 below, a new basis of accounting was created on October 20, 2014. In these condensed consolidated financial statements, the results of operations and cash flows of GGH for the periods ended on or prior to October 20, 2014 and the financial position of GGH as of balance sheet dates on or prior to October 20, 2014 are referred to herein as “Predecessor” financial information, and the results of operations and cash flows of OSLH/GGH for periods beginning on October 21, 2014 and the financial position of OSLH/GGH as of October 21, 2014 and subsequent balance sheet dates are referred to herein as “Successor” consolidated financial information.

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Capital Stock - Summary of Common Stock Activity (Details) - 7 months ended May. 31, 2015 - USD ($)	Total
Equity [Abstract]
Employee compensation	$ 844,715
Employee compensation, shares	3,095,000
Reclassification for unissued shares to employees	$ (23,000)
Reclassification for unissued shares to employees, shares	(400,000)
Services from outside parties	$ 38,791
Services from outside parties, shares	5,844,685
Acquisition advisory services	$ 223,500
Acquisition advisory services, shares	15,284,916
Issuances for cash	$ 307,000
Issuances for cash, shares	29,098,715
Cancellation of shares for equity to debt conversion	$ (120,000)
Cancellation of shares for equity to debt conversion, shares	(19,000,000)
Conversions of debt and accrued interest	$ 648,467
Conversions of debt and accrued interest, shares	275,149,757
Total amount	$ 1,919,473
Total shares	336,928,073

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OSLH/GGH Transaction (Details Narrative) - USD ($)	3 Months Ended	7 Months Ended
	May. 31, 2015	May. 31, 2015	Oct. 20, 2014	Mar. 13, 2014
Debt instrument face amount				$ 100,000
Successor [Member]
Acquisition costs	$ 90,181	$ (334,845)
Successor [Member] | TCA Advisory Services Fee Agreement [Member]
Acquisition costs		$ 81,350
Go Green Hydroponics [Member]
Business acquisition based on target working capital amount			$ 1,800,000
Debt instrument face amount			1,900,000
Business acquisition of direct transaction costs			$ 253,495
Common stock issuance cost	$ 223,500

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Income Taxes (Details Narrative) - USD ($)	May. 31, 2015	Aug. 31, 2014
Percentage of deferred tax assets valuation allowance	100.00%
Successor [Member]
Net operating loss carry forwards	$ 9,489,541
Predecessor [Member]
Net operating loss carry forwards		$ 0
GGH Transaction [Member]
Business acquisition non-deductible goodwill amount	594,322	594,322
Intangible assets	$ 100,000	$ 100,000

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Subsequent Events

9 Months Ended

May. 31, 2015

Subsequent Events [Abstract]

Subsequent Events

Note 17 – Subsequent Events

On June 1, 2015, the Company filed with the Nevada Secretary of State a Certificate of Amendment to its Articles of Incorporation which increased the number of shares of the Company’s authorized common stock from 649,000,000 to 1,947,000,000. The amendment was approved by the Company’s board of directors and the holders of a majority of the Company’s voting power on April 17, 2015.

Issuance of Unregistered Shares of Common Stock

Between June 1, 2015 and July 10, 2015, the Company issued an aggregate of 333,342,240 shares of the Company’s common stock upon conversion of $484,724 of convertible notes principal and interest. The issuances did not result in any proceeds to the Company as the funds were received upon the original issuance of the underlying convertible notes.

Between June 1, 2015 and July 10, 2015, the Company issued an aggregate of 11,000,000 shares of the Company’s common stock to a Company employee as compensation valued at $92,400.

Between June 1, 2015 and July 10, 2015, the Company issued to certain unaffiliated parties in exchange for services received a total of 34,493,472 shares of its restricted common stock valued at $321,841.

On June 1, 2015 the Company issued 80,000 shares of its restricted common stock upon the cashless exercise of stock warrants.

On June 2, 2015 the Company issued 840,336 shares of its restricted common stock valued at $30,000. The issuance did not result in any proceeds to the Company since the funds were previously received.

Issuance of Debt

On May 15, 2015, the Company completed the closing of a private placement financing transaction with Redwood Capital (“Redwood”), an accredited investor, pursuant to a securities purchase agreement (the “SPA”). Under the terms of the SPA, Redwood will purchase an aggregate of up to $2,870,000 in principal amount of twelve Notes. The Notes purchased pursuant to the SPA have an aggregate original issue discount of $70,000, such that the Company will receive aggregate proceeds of $2,800,000 if all of the Notes contemplated by the SPA are issued.

The first tranche under the SPA was closed on June 1, 2015, with the Company issuing Redwood a Note in the principal amount of $75,000. The second through fourth tranches were closed on June 8, 2015, June 15, 2015 and June 22, 2015, with the Company issuing Notes to Redwood each in the principal amount of $75,000 per tranche. The fifth through tenth tranches are scheduled to close on the 15^th of each month thereafter, beginning on July 15, 2015, with the Company issuing Notes to Redwood each in the principal amount of $300,000 per tranche, provided that there is no default on any of the notes, and other conditions set forth in the notes are satisfied by the Company. The eleventh and twelfth tranches will be closed on the 15^th of January and February, 2016, respectively, with the Company issuing notes to Redwood each in the principal amount of $350,000 per tranche, provided that there is no default on any of the notes, and other conditions set forth in the Notes are satisfied by the Company.

Interest on the notes will accrue in the amount of 10% of the outstanding principal amount, and the term of each note is one year from the date of issuance. Each note is convertible into shares of the Company’s common stock any time after four months from the date of issuance of each respective note, at a conversion price that is equal to 60% of the average of the three lowest traded prices of the Company’s common stock during the prior fifteen trading days. In the event of default of a note, the Company may be required to convert all or part of the respective note at a conversion price that is equal to 55% of the average of the three lowest traded prices of the Company’s common stock during the prior twenty trading days.

Under the terms of the SPA, Redwood has a right of first refusal, exercisable for four business days after notice to the respective investor, to participate in any subsequent financing conducted by the Company in an amount equal to 100% of the total amount to be raised in such subsequent financing, on the same terms, conditions and price provided to other investors in the subsequent financing.

Debt Purchase Agreement with TCA/Redwood

On June 1, 2015, TCA entered into a debt purchase agreement with Redwood under which TCA agreed to sell and Redwood agreed to purchase the senior secured convertible debenture held by TCA in the principal amount of $2,544,500. The debt will be purchased by Redwood in 10 tranches beginning on June 1, 2015 and then subsequently every 20 days until the entire principal amount has been purchased. During the period from June 1, 2015 to July 14, 2015, Redwood purchased $375,000 of debt from TCA and converted $352,739 of principal into shares of the Company’s common stock.

Concurrently, with the purchase agreement described above, on June 1, 2015, the Company and Redwood entered into an exchange agreement under which the Company will issue to Redwood replacement notes for each tranche of debt that Redwood purchases from TCA.

Assignments of Debt

On June 26, 2015 the Company approved the assignment of the March 13, 2014 promissory note in the amount of $100,000.

On June 26, 2015 the Company approved the partial assignment of the Mulhearn promissory note in the amount of $42,000 to an accredited investor.

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OSLH/GGH Transaction - Summary of Acquisition Preliminary Purchase Price (Details) - Go Green Hydroponics [Member]	Oct. 20, 2014 USD ($)
Gross purchase price	$ 1,800,000
Net working capital adjustment	(173,889)
Net purchase price	$ 1,626,111

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OSLH/GGH Transaction (Tables)

9 Months Ended

May. 31, 2015

Business Combinations [Abstract]

Summary of Acquisition Preliminary Purchase Price

A summary of the preliminary purchase price and opening balance sheet pushed down to GGH as of the October 20, 2014 acquisition date is presented in the tables below:

Gross purchase price	$	1,800,000
Net working capital adjustment		(173,889	)
Net purchase price	$	1,626,111

Schedule of Assets Acquired and Liabilities Assumed

Assets acquired and liabilities assumed were as follows:

Cash	$	218,078
Inventory (a)		871,439
Other current assets		2,624
Property and equipment		15,914
Indefinite-lived intangible asset - trade name (b)		100,000
Goodwill (c)		594,322
Accounts payable and accrued expenses		(125,012	)
Other current liabilities		(51,254	)
Net assets acquired	$	1,626,111

(a)	The fair value of inventory reflects an increase of $217,860 from its cost value and was based on an appropriate inventory markup percentage as of the acquisition date.
(b)	This reflects the Go Green trade name that the Company has fair valued utilizing the relief-from-royalty method on the basis that a trade name has a fair value equal to the present value of the royalty income attributable to it. Under this method a benchmark royalty rate is multiplied by the net revenue anticipated from the trade name over the course of the estimated life of the trade name to derive an estimate of the royalty income that could be generated hypothetically by licensing the subject trade name, in an arm’s-length transaction, to a third party. Net revenue used for the valuation of the Go Green trade name is based on management’s forecasts. The Company has determined that the trade name has an indefinite useful life because Go Green is one of the most highly regarded brands in the hydroponics industry and continues to be a profitable business experiencing sales growth. There are no legal, regulatory, contractual, competitive, economic or other factors that the Company is aware of or that it believes would limit the useful life of the trade name.
(c)	The goodwill recognized in conjunction with the GGH transaction is primarily attributable to strategic benefits, including enhanced financial and operational scale, market diversification, customer service and customer satisfaction, and substantial synergies that are expected to be achieved through implementation of GGH’s new technologies in the hydroponics industry.

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OSLH/GGH Transaction

9 Months Ended

May. 31, 2015

Business Combinations [Abstract]

OSLH/GGH Transaction

Note 2 – OSLH/GGH Transaction

On October 20, 2014, the Company purchased all of the outstanding common stock of Go Green Hydroponics Inc. (“GGH”, “Go Green”, or “Predecessor”) for a gross amount of $1,800,000, before a working capital adjustment, pursuant to which GGH became the predecessor to the Company.

In conjunction with the GGH acquisition, the Company entered into a debt financing arrangement for $1,900,000. For additional information, see Note 9.

Direct transaction costs associated with the GGH acquisition were $253,495. These costs included $223,500 in common stock issued to TCA Global Credit Master Fund, LP in exchange for advisory services related to the acquisition, and various professional fees and other related costs. These acquisition costs have been expensed as incurred and classified within operating expenses. These transaction costs were substantially all incurred at the time of the acquisition. In addition, during the three months ended May 31, 2015, we recorded a reduction to acquisition costs of $90,181 and for the period from October 21, 2014 to May 31, 2015, we recorded additional acquisition costs of $81,350 due to a make-whole provision in the TCA advisory services fee agreement. See Note 9.

The GGH transaction has been accounted for using the acquisition method of accounting, whereby the total purchase price was allocated to the identifiable net assets acquired based on their respective estimated fair values, and the excess of the purchase price over the estimated fair values of these identifiable net assets was allocated to goodwill. This allocation is preliminary and subject to adjustment based on final assessment of the fair values of the identifiable assets and liabilities acquired. The preliminary estimated fair value of assets and liabilities that were pushed down to GGH was determined by management. The items with the highest likelihood of changing upon finalization of the valuation process are one trade name and goodwill. The adjustments, if any, arising out of the completion of the purchase price allocation will not impact cash flows.

A summary of the preliminary purchase price and opening balance sheet pushed down to GGH as of the October 20, 2014 acquisition date is presented in the tables below:

Gross purchase price	$	1,800,000
Net working capital adjustment		(173,889	)
Net purchase price	$	1,626,111

Assets acquired and liabilities assumed were as follows:

Cash	$	218,078
Inventory (a)		871,439
Other current assets		2,624
Property and equipment		15,914
Indefinite-lived intangible asset - trade name (b)		100,000
Goodwill (c)		594,322
Accounts payable and accrued expenses		(125,012	)
Other current liabilities		(51,254	)
Net assets acquired	$	1,626,111

(a)	The fair value of inventory reflects an increase of $217,860 from its cost value and was based on an appropriate inventory markup percentage as of the acquisition date.
(b)	This reflects the Go Green trade name that the Company has fair valued utilizing the relief-from-royalty method on the basis that a trade name has a fair value equal to the present value of the royalty income attributable to it. Under this method a benchmark royalty rate is multiplied by the net revenue anticipated from the trade name over the course of the estimated life of the trade name to derive an estimate of the royalty income that could be generated hypothetically by licensing the subject trade name, in an arm’s-length transaction, to a third party. Net revenue used for the valuation of the Go Green trade name is based on management’s forecasts. The Company has determined that the trade name has an indefinite useful life because Go Green is one of the most highly regarded brands in the hydroponics industry and continues to be a profitable business experiencing sales growth. There are no legal, regulatory, contractual, competitive, economic or other factors that the Company is aware of or that it believes would limit the useful life of the trade name.
(c)	The goodwill recognized in conjunction with the GGH transaction is primarily attributable to strategic benefits, including enhanced financial and operational scale, market diversification, customer service and customer satisfaction, and substantial synergies that are expected to be achieved through implementation of GGH’s new technologies in the hydroponics industry.

The Company will review its goodwill and indefinite-lived intangible assets for impairment annually, or sooner, if events or circumstances indicate that the carrying amount of the asset may not be recoverable. If the carrying amounts of goodwill and the Go Green trade name exceed their fair value, an impairment charge would be recognized in an amount equal to that excess.

Since the Company did not make the Internal Revenue Code Section 338(g) election in connection with the taxable stock acquisition of GGH as the tax cost to the Company exceeded the present value of tax savings from such an election, the Company does not receive a stepped-up tax basis in either the acquired net assets to fair value or GGH’s common stock but, rather, a carryover basis. Accordingly, the goodwill and intangible assets that were recognized for accounting purposes arising from the acquisition are not deductible for income tax purposes.

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	May. 31, 2015	Aug. 31, 2014
Successor [Member]
Accounts receivable, net of allowance for bad debts	$ 200,000
Convertible notes, net discount	2,461,926
Promissory notes, net discount	$ 0
Series A preferred stock, par value	$ .0001
Series A preferred stock, shares authorized	1,000,000
Series A preferred stock, shares issued	6
Series A preferred stock, shares outstanding	6
Common stock, par value	$ .001
Common stock, shares authorized	649,000,000
Common stock, shares issued	647,390,306
Common stock, shares outstanding	647,390,306
Predecessor [Member]
Accounts receivable, net of allowance for bad debts
Convertible notes, net discount
Promissory notes, net discount
Series A preferred stock, par value
Series A preferred stock, shares authorized
Series A preferred stock, shares issued
Series A preferred stock, shares outstanding
Common stock, par value
Common stock, shares authorized
Common stock, shares issued		1,500
Common stock, shares outstanding		1,500

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Derivative Liabilities

9 Months Ended

May. 31, 2015

Derivative Liability [Abstract]

Derivative Liabilities

Note 12 – Derivative Liabilities

In connection with the sale of debt or equity instruments, the Company may issue options or warrants to purchase our common stock. In certain circumstances, these options or warrants may be classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument 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 features of certain of the Company’s convertible notes do not have a fixed settlement provision because conversion of the notes will be adjusted if the Company issues securities at lower prices in the future. The Company included the reset provisions in order to protect the holders of the notes from the potential dilution associated with future financings. In accordance with the FASB authoritative guidance, the conversion features of notes were separated from the host contract and recognized as a derivative instrument.

The Company’s derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occur. For options, warrants and bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using a probability weighted average Black-Scholes pricing model, assuming maximum value. Maximum value was computed using the stock price on the date of the transaction and at each balance sheet date.

The following table summarizes the aggregate derivative liabilities included in the consolidated balance sheet:

Derivative liabilities as of October 21, 2014 - Successor	$	1,349,994
Debt discounts originated during the period		4,872,250
Gain on extinguishment of debt		(1,786,265	)
Reclassification to APIC due to conversion of related notes		(1,520,273	)
Change in the fair value of derivative liabilities		2,916,979
Gain on settlement of derivative liability due to repayment of note		(38,170	)
Derivative liabilities as of May 31, 2015 - Successor	$	5,794,515

The change in the fair value of derivative liabilities in the table above includes a $3,915 gain on derivative liabilities related to outstanding warrants.

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Document and Entity Information - shares	9 Months Ended
	May. 31, 2015	Jul. 15, 2015
Document And Entity Information
Entity Registrant Name	OSL HOLDINGS INC.
Entity Central Index Key	0001329957
Document Type	10-Q
Document Period End Date	May 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--08-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		1,027,146,354
Trading Symbol	OSLH
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2015

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Capital Stock

9 Months Ended

May. 31, 2015

Equity [Abstract]

Capital Stock

Note 13 – Capital Stock

Series A Preferred Stock

On February 13, 2015 the Company filed a Certificate of Designation (the “Designation”) of Preferences, Rights and Limitations of Series A Preferred Stock with the Secretary of State of Nevada for the purpose of amending the Company’s Certificate of Incorporation to establish the preferences, limitations, powers and relative rights of the Company’s Series A Preferred Stock (the “Series A Preferred”). The Designation became effective upon filing with the Secretary of State of Nevada on February 13, 2015. The Company issued each of its three directors two shares of the Series A Preferred.

The Series A Preferred Stock has a stated value of $0.0001 per share and does not have a liquidation preference such that holders of shares of Series A Preferred Stock shall not be entitled to receive any assets of the Company upon liquidation, dissolution or winding up of the Company. The Series A Preferred Stock is not convertible into common stock and is not eligible for dividends.

Holders of shares of Series A Preferred Stock are entitled to vote with holders of the Company’s common stock, such that holders of shares of Series A Preferred Stock shall have the number of votes on all matters submitted to shareholders of the Company that is equal to such number of votes per share of Series A Preferred Stock that, when added to the votes per share of all other shares of Series A Preferred Stock, shall equal 50.1% of the outstanding voting capital (inclusive of the votes of holders of the Company’s common stock) at the time of the vote or written consent of shareholders.

The Company recorded stock-based compensation expense of $531,259 and a corresponding increase to additional paid-in capital as a result of the issuance of the Series A Preferred Stock. The fair value of the preferred shares was determined based upon the quoted market price of the Company’s common stock multiplied by the number of outstanding common shares on February 13, 2015, the date of the issuance of the preferred stock. Because the rights of the preferred stock conveys to its owners a controlling interest in the Company but does not convey any claims to the residual assets of the Company, the preferred stock was assigned a value equal to a 15% control premium over and above the market value of the Company’s common stock.

On June 1, 2015 the Company also amended the Company’s Certificate of Incorporation to increase its number of authorized common shares from 649,000,000 to 1,947,000,000.

There were no equity transactions related to the Predecessor Company during any Predecessor period presented.

Common Stock - Successor

The following table presents a summary of common stock activity for the period:

	October 21, 2014 to May 31, 2015
	# Shares			Amount
Employee compensation		30,950,000		$	844,715
Reclassification for unissued shares to employees		(400,000	)		(23,000	)
Services from outside parties		5,844,685			38,791
Acquisition advisory services		15,284,916			223,500
Issuances for cash		29,098,715			307,000
Cancellation of shares for equity to debt conversion		(19,000,000	)		(120,000	)
Conversions of debt and accrued interest		275,149,757			648,467
Totals		336,928,073		$	1,919,473

Common Shares Issued for Employee Compensation

During the period from October 21, 2014 to May 31, 2015, the Company issued to current officers of the Company, pursuant to their employment agreements, a total of 30,150,000 shares of its restricted common stock valued at $843,195 in the aggregate. During the period from October 21, 2014 to May 31, 2015, the Company reclassified $23,000 from equity to common shares payable for 400,000 shares that were earned but not issued to the officers.

During the period from October 21, 2014 to May 31, 2015, the Company issued to employees of the Company a total of 800,000 shares of its restricted common stock valued at $1,520 in the aggregate.

Common Shares Issued for Services from Outside Parties

During the period from October 21, 2014 to May 31, 2015, per terms of consulting agreements the Company issued to a certain unaffiliated parties a total of 5,844,685 shares of its restricted common stock valued at $38,791 in the aggregate.

On October 22, 2014, the Company issued to TCA Global Credit Master Fund LP a total of 15,284,916 shares of its restricted common stock valued at $223,500 in exchange for advisory services. See Note 9.

Common Shares Issued for Cash

During the period from October 21, 2014 to May 31, 2015, the Company issued to certain unaffiliated parties a total of 29,098,715 shares of its restricted common stock valued at $307,000 in the aggregate.

Common Shares Cancelled upon Conversion to Debt

During the period from October 21, 2014 to May 31, 2015, the Company cancelled 19,000,000 shares of restricted common stock in exchange for a convertible note payable to EMA Financial. See Note 9.

Common Shares Issued upon Conversion of Convertible Notes and Accrued Interest

During the period from October 21, 2014 to May 31, 2015, the Company issued 275,149,757 shares of its restricted common stock upon conversion of $544,097 of convertible debt principal and $73,807 of accrued interest.

Common Shares Payable

Common shares payable represents contractual obligations incurred by the Company to issue common shares. The liability represents shares that have been earned but not yet issued either in certificate, electronic or book entry form.

	Successor				Successor
	May 31, 2015				August 31, 2014
	# Shares		Amount		# Shares		Amount
Common shares due to employees		23,900,000	$	725,450		-	$	-
Common shares due to debt holders		2,500,000		25,000		-		-
Common shares due to consultants		450,000		9,770		-		-
		26,850,000	$	760,220		-	$	-

During the second quarter of 2015, the Company reclassified 400,000 shares of common stock in the amount of $23,000 from additional paid-in capital to common shares payable.

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	2 Months Ended	3 Months Ended		7 Months Ended	9 Months Ended
	Oct. 20, 2014	May. 31, 2015	May. 31, 2014	May. 31, 2015	May. 31, 2014
Successor [Member]
Merchandise sales		$ 806,357		$ 2,285,940
Management fee income		75,000		377,500
Total revenues		881,357		2,663,440
Cost of merchandise sold		654,756		2,065,858
Gross profit		226,601		597,582
General and administrative expenses		1,063,164		3,660,391
Acquisition costs		(90,181)		334,845
Gain on disposal of assets				(4,718)
Total operating expenses		972,983		3,990,518
Operating income (loss)		(746,382)		(3,392,936)
Change in value of derivative liability		(1,003,220)		(2,916,979)
Gain on settlement of derivative liability				38,170
Loss on re-establishment of debt		(170,000)		(170,000)
Other income				25,000
Other expense		(8,333)
Loss on extinguishment of debt		(454,846)		(454,846)
Interest expense		(743,895)		(1,343,636)
Other expense, net		(2,380,294)		(4,822,291)
Net income (loss)		$ (3,126,676)		$ (8,215,227)
Net income (loss) per common share:
Net income (loss) per common share - basic and diluted		$ (0.01)		$ (0.02)
Weighted average common shares outstanding - basic and diluted		610,813,887		478,889,890
Predecessor [Member]
Merchandise sales	$ 506,668		$ 779,257		$ 1,871,643
Management fee income
Total revenues	$ 506,668		$ 779,257		$ 1,871,643
Cost of merchandise sold	374,485		604,522		1,431,946
Gross profit	132,183		174,735		439,697
General and administrative expenses	$ 56,195		$ 75,327		$ 354,893
Acquisition costs
Gain on disposal of assets
Total operating expenses	$ 56,195		$ 75,327		$ 354,893
Operating income (loss)	$ 75,988		$ 99,408		$ 84,804
Change in value of derivative liability
Gain on settlement of derivative liability
Loss on re-establishment of debt
Other income
Other expense
Loss on extinguishment of debt
Interest expense
Other expense, net
Net income (loss)	$ 75,988		$ 99,408		$ 84,804
Net income (loss) per common share:
Net income (loss) per common share - basic and diluted	$ 50.66		$ 66.27		$ 56.54
Weighted average common shares outstanding - basic and diluted	1,500		1,500		1,500

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Secured Promissory Note in Default

9 Months Ended

May. 31, 2015

Debt Disclosure [Abstract]

Secured Promissory Note in Default

Note 7 – Secured Promissory Note In Default

In connection with preparing its financial statements for the three months ended May 31, 2015, the Company determined that in fiscal year 2014, it had, in error, written off the secured promissory in default which resulted in an understatement of its liabilities. During the year ended August 31, 2014, the Company understated its liabilities and accumulated deficit by $170,000. The Company corrected this error by re-establishing the liability and recording a loss on re-establishment of debt of $170,000 during the period from October 21, 2014 to May 31, 2015, rather than in the period in which it originated, because the amount of the error, individually and in the aggregate, was not material to the Company’s financial statements for the affected periods.

As part of the Share Exchange discussed in Note 1, the Company entered into the Share Cancellation Agreement with Crisnic and Office Supply Line, Inc. 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, Office Supply Line, Inc. 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. The Company has made intermittent payments and the balance due as of May 31, 2015 and August 31, 2014 was $170,000 which is currently due and payable. Due to delays in raising financing, the Company was unable to meet the original repayment terms of the Crisnic Note. The Company received a written notice of default in accordance with the terms of the Crisnic Note on October 28, 2012.

As security for the Crisnic Note, the Company contracted to issue into escrow 650,001 shares of Series A Preferred Stock (the “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. In 2012, the Company discovered that the Preferred Shares were not authorized in the Company’s Articles of Incorporation (the “Articles”) and 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. On May 31, 2013 Crisnic informed the Company it had assigned the Crisnic Note in to a person who had a claim against Crisnic as partial satisfaction of that person’s claim against Crisnic.

On March 18, 2014, the Company filed a revised summons with notice with the Supreme Court of the State of New York, County of Rockland against Crisnic Fund, S.A. and Kexuan Yao. The revised summons with notice sought a judgment declaring the Escrow Agreement dated October 10, 2011 among Office Supply Line, Inc., Crisnic Fund, S.A., Red Rock Pictures Holdings, Inc. and Sichenzia Ross, Friedman, Ference, Anslow LLP null and void and declaring Section 5 of the promissory note dated October 11, 2011 by Office Supply Line, Inc. to Crisnic Fund S.A. null and void. Crisnic Fund, S.A. and Kexuan Yao failed to respond to the summons within the statutorily prescribed time period and the Company then moved the Court, pursuant to an Order to Show Cause, for the relief requested in the revised summons with notice. Crisnic Fund, S.A. and Kexuan Yao were duly served with the Order to Show Cause but again failed to respond within the time established by the Court.

In July 2014, the Company received a judgment in its favor whereby the Escrow Agreement dated October 10, 2011, was declared null and void relieving the Company’s obligation to issue into escrow 650,001 shares of Series A Preferred Stock.

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Accrued Officers' Compensation

9 Months Ended

May. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Accrued Officers' Compensation

Note 6 – Accrued Officers’ Compensation

As of May 31, 2015 and August 31, 2014, the Company had accrued compensation for its officers in amounts of $583,454 and $0, respectively. Under the terms of their employment agreements that were executed during the year ended August 31, 2014, the balance is convertible into common stock at a 70% discount of the average trading price 5 days prior to conversion.

Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the convertible feature of the accrued officers’ compensation should be classified as derivative liabilities. The derivative liabilities are subsequently measured at fair value at the end of each reporting period with the change in fair value recorded in earnings. The Company determined the fair value of the embedded conversion feature as of May 31, 2015 and August 31, 2014 to be $1,672,524 and $0.

The following table presents the loss on derivatives that resulted from the change in fair value of the conversion features of the accrued officers’ compensation:

					Nine-month Period
	Successor		Predecessor		Successor		Predecessor
	Three months		Three months		Period from		Period from		Nine months
	Ended		Ended		October 21, 2014		September 1, 2014		Ended
	May 31, 2015		May 31, 2014		to May 31, 2015		to October 20, 2014		May 31, 2014
Loss on derivatives	$	7,606	$	-	$	1,076,063	$	-	$	-

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

May. 31, 2015

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation

The accompanying condensed consolidated financial statements of the Company include the accounts of OSL Holdings Inc. and its wholly-owned subsidiaries, Go Green Hydroponics Inc., Office Supply line, Inc. OSL Diversity Marketplace, Inc., OSL Rewards Corporation, and Studio Store Direct Inc. Inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 fair 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.

Cash and Cash Equivalents

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of 90 days or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Account balances are charged off against the allowance when it is probable the receivable will not be recovered.

The following table summarizes bad debt expense which is included in general and administrative expenses in the accompanying condensed consolidated statements of operations.

					Nine-month period
	Successor		Predecessor		Successor		Predecessor
	Three months		Three months		Period from		Period from		Nine months
	Ended		Ended		October 21, 2014		September 1, 2014		Ended
	May 31, 2015		May 31, 2014		to May 31, 2015		to October 20, 2014		May 31, 2014
Bad debt expense	$	200,000	$	-	$	200,000	$	-	$	-

Inventory

Inventory

Inventories are stated at the lower of cost or market with the cost principally determined using an average cost method. Provisions for potentially obsolete or slow-moving inventory are made based on management’s analysis of inventory levels, historical usage, and market conditions. Inventories consist primarily of finished goods.

Property and Equipment

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. When property and equipment is retired or otherwise disposed of, the net carrying amount is eliminated with any gain or loss on disposition recognized in earnings at that time. Maintenance and repairs are expensed as incurred.

Depreciation is calculated on a straight-line basis using an estimated useful life of the assets of 3 to 5 years. Leasehold improvements are amortized over the shorter of the estimated useful life or lease term.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

The Company evaluates the carrying value of long-lived assets to be held and used when events or changes in circumstances indicate the carrying value may not be recoverable. The carrying amount of an asset or asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset and its eventual disposition. In that event, an impairment loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset or asset group.

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill reflects the excess of the acquisition cost of GGH over the fair value of tangible and identifiable intangible assets as determined upon the acquisition date. The Company recorded $594,322 of goodwill as a result of the acquisition. The goodwill is non-deductible for tax purposes.

Identifiable intangible assets consist of GGH’s trade name. The trade name is an indefinite-lived intangible asset and consequently is not amortized.

The Company’s annual impairment reviews for goodwill and indefinite-lived intangible assets are performed as of the first day of its fourth quarter. The Company also performs interim reviews when the Company determines that a triggering event has occurred that would more likely than not reduce the fair value of the reporting unit below its carrying value.

The Company uses a two-step impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized (if any). The Step 1 calculation used to identify potential impairment compares the calculated fair value for the Company’s single reporting unit to its book value, including goodwill, on the measurement date. If the fair value of the reporting unit is less than its book value, then a Step 2 calculation is performed to measure the amount of the impairment loss (if any) for the reporting unit.

The Step 2 calculation compares the implied fair value of the goodwill to the book value of goodwill. The implied fair value of goodwill is equal to the excess of the fair value of the reporting unit above the fair value of identified assets and liabilities. If the book value of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess (not to exceed the book value of goodwill).

Deferred Financing Costs

Deferred Financing Costs

Costs related to the issuance of debt are capitalized and amortized to interest expense on a straight-line basis over the contractual life of the related debt. These costs were fully amortized as of May 31, 2015.

Revenue Recognition

Revenue Recognition

Revenue is recognized from merchandise sales at the time the customer takes possession of the merchandise and collectability is reasonably assured. Provisions for discounts and rebates to customers, and returns and other adjustments, are provided in the same period that the related sales are recorded.

Management fees are recognized when earned based upon the contractual terms of the management agreements.

Other Income

Other Income

Other income consists of rental revenue from the leasing of property and equipment. The lease ended in January 2015.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with 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 unobservable inputs 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 receivable, accounts payable and accrued liabilities, advances from related parties, promissory notes with related parties, convertible notes and promissory notes, approximates fair value because of the short-term maturity of these instruments.

The following table presents financial liabilities of the Company 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 May 31, 2015 and August 31, 2014, respectively.

	Level 1		Level 2		Level 3
Fair value of derivative liabilities - May 31, 2015 - Successor	$	-	$	-	$	5,794,515
Fair value of derivative liabilities - August 31, 2014 - Predecessor	$	-	$	-	$		_

Earnings or Loss per Share

Earnings or Loss per Share

The Company accounts for earnings per share pursuant to ASC 260 - Earnings per Share, which requires disclosure in 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 period. 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, warrants, and other potentially dilutive securities for each period. Since there was a net loss of the Successor Company for the three months ended May 31, 2015 and the period from October 21, 2014 to May 31, 2015, basic and diluted loss per share is the same. For the Predecessor Company period from September 1, 2014 to October 20, 2014 and the Predecessor Company’s three and nine months ended May 31, 2014, there were no dilutive securities issued or outstanding.

Stock-Based Compensation

Stock-Based Compensation

The Company periodically issues stock grants, stock options and warrants to officers, directors, employees 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, directors, and employees 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

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, assuming maximum value, 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 Standards

Recent Accounting Standards

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations or cash flows.

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Stock Warrants and Options

9 Months Ended

May. 31, 2015

Stock Warrants And Options

Stock Warrants and Options

Note 14 – Stock Warrants and Options

There were no warrants issued or outstanding related to the Predecessor Company for any Predecessor period presented.

A summary of warrant activity of the Successor Company for the period from October 21, 2014 to May 31, 2015 is presented below:

	Number of		Weighted Average
	Warrants		Exercise Price
Outstanding at October 21, 2014 - Successor		10,357,333	$	-
Warrants granted		1,413,999		0.137
Warrants exercised		-		-
Warrants expired or forfeited		-		-
Outstanding at May 31, 2015 - Successor		11,771,332	$	0.017
Exercisable at May 31, 2015		11,771,332	$	0.017

Information relating to outstanding warrants of the Successor Company at May 31, 2015, summarized by exercise price, is as follows:

		Outstanding						Exercisable
Exercise Price				Life		Weighted Average				Weighted Average
Per Share		# Shares		(Years)		Exercise Price		# Shares		Exercise Price
	$0.0 - $0.07		11,771,332		1.27	$	0.017		11,771,332	$	0.017

The aggregate intrinsic value of outstanding warrants as of May 31, 2015 was $52,018.

On March 11, 2015 the Company granted 20,000,000 stock warrants to a consultant. For the stock options to vest, certain performance targets must be met. Since the performance targets were not communicated and agreed upon prior to May 31, 2015, for accounting purposes the options were not deemed to have been granted and consequently no expense was recognized during the periods presented.

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Promissory Notes

9 Months Ended

May. 31, 2015

Debt Disclosure [Abstract]

Promissory Notes

Note 10 – Promissory Notes

	May 31, 2015								August 31, 2014
						Promissory							Promissory
						Notes							Notes
	Promissory			Note		Net of			Promissory		Note		Net of
	Notes			Discounts		Discounts			Notes		Discounts		Discounts
December 12, 2013 Note	$	5,000		$	-	$	5,000		$	-	$	-	$	-
March 13, 2014 Note		100,000			-		100,000			-		-		-
May 1, 2014 Note		15,000			-		15,000			-		-		-
Mulhearn Note		57,000			-		57,000			-		-		-
Total promissory notes		177,000			-		177,000			-		-		-
Less: current portion		(177,000	)		-		(177,000	)		-		-		-
Promissory notes, non-current	$	-		$	-	$	-		$	-	$	-	$	-

May 1, 2013 Note

On May 1, 2013, the Company issued an unsecured promissory note in the principal amount of $10,000 to a private investor. The note was due on demand, bore interest at 12% per annum where interest accrued and was payable in cash upon demand. During the period from October 21, 2014 to May 31, 2015 the Company repaid the outstanding balance in full. As of May 31, 2015 the total remaining balance outstanding under the note was $0.

December 12, 2013 Note

On December 12, 2013, the Company issued an unsecured promissory note to a private investor. The note was due and payable on January 12, 2014. The past due principal of this note bears interest at the rate of 15% per annum.

March 13, 2014 Note

On March 13, 2014, the Company issued an unsecured promissory note in the principal amount of $100,000 with an interest rate of 3% per annum to a private investor in exchange for $50,000 cash. The difference between the note amount and the cash received, or $50,000, was recorded as a debt discount that was amortized to interest expense over the term of the note. The promissory note matured on March 12, 2015. The past due principal of this note bears interest at the rate of 12% per annum. On June 26, 2015, the Company approved the assignment of the note. See Note 17.

As additional consideration, the Company issued warrants to purchase of 200,000 shares of common stock without any additional consideration. The warrants are exercisable when the Company share price reaches $0.50.

Under ASC 815-15 “Derivatives and Hedging”, the warrants initial relative fair value was recorded as a derivative liability with a corresponding debt discount.

The following table presents the activity related to the warrant derivative liability:

Derivative liability as of October 21, 2014 - Successor	$	2,000
Change in the fair value of derivative liability		(140	)
Derivative liability as of May 31, 2015 - Successor	$	1,860

During the period from October 21, 2014 to May 31, 2015, the Company amortized $38,576 of the debt discounts to interest expense.

May 1, 2014 Note

On May 1, 2014, the Company issued an unsecured promissory note in the principal amount of $15,000 in exchange for $10,000 in cash consideration. The promissory note bore no interest and was due on August 1, 2014. All past due principal on this note bears interest at 12% per annum. The difference between the cash received and note amount, or $5,000, was recorded as a debt discount and was amortized to interest expense over the term of the note.

As additional consideration, the Company issued warrants to purchase of 160,000 shares of common stock without any additional consideration. Under ASC 815-15 “Derivatives and Hedging”, the warrants initial relative fair value was recorded as a derivative liability with a corresponding debt discount.

The following table presents the activity related to the warrant derivative liability:

Derivative liability as of October 21, 2014 - Successor	$	1,600
Change in the fair value of derivative liability		(112	)
Derivative liability as of May 31, 2015 - Successor	$	1,488

Mulhearn Note

On July 10, 2014, the Company issued an unsecured promissory note to Kevin Mulhean (the “Mulhearn Note) in the principal amount of $339,612. The note accrued no interest per annum and was due and payable on January 31, 2019. Payments made prior to September 1, 2014 were to be applied to the outstanding balance by the payment amount multiplied by 2. Any payments made between September 1, 2014 and December 31, 2014 would be applied to the outstanding balance by the payment amount multiplied by 1.75. Any payments made between January 1, 2015 and March 31, 2015 were to be applied to the outstanding balance by the payment amount multiplied by 1.5. Any payments made between April 1, 2015 and June 30, 2015 were to be applied to the outstanding balance by the payment amount multiplied by 1.25; and any payments made after June 30, 2015 were to be applied to the outstanding balance without a multiplier. On June 26, 2105, the Company approved partial assignment of the note to an accredited investor. See Note 17.

As consideration for the Mulhearn Note, the Company issued warrants for the purchase of 9,333,333 shares of common stock exercisable without any additional consideration. As of May 31, 2015, 4,333,333 of those warrants remain outstanding. Under ASC 815-15 “Derivatives and Hedging”, the warrants initial relative fair value was recorded as a derivative liability with a corresponding debt discount.

The following table presents the activity related to the warrant derivative liability:

Derivative liability as of October 21, 2014 - Successor	$	43,333
Change in the fair value of derivative liability		(3,033	)
Derivative liability as of May 31, 2015 - Successor	$	40,300

On September 15, 2014, the Company entered into an agreement with Kevin Mulhearn, under which Mr. Mulhearn agreed to reduce the amount then due under the Mulhearn Note to $125,000. During the period from October 21, 2014 to May 31, 2015, the Company repaid $68,000 principal of the Mulhearn Note.

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Capital Stock - Schedule of Common Shares Payable (Details) - USD ($)	May. 31, 2015	Aug. 31, 2014
Shares due to payable	26,850,000
Common shares payable	$ 760,220
Share Due To Employees [Member]
Shares due to payable	23,900,000
Common shares payable	$ 725,450
Share Due To Debtholders [Member]
Shares due to payable	2,500,000
Common shares payable	$ 25,000
Share Due To Consultants [Member]
Shares due to payable	450,000
Common shares payable	$ 9,770

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Advances from Related Parties

9 Months Ended

May. 31, 2015

Related Party Transactions [Abstract]

Advances from Related Parties

Note 8 – Advances from Related Parties

The Company periodically receives funding from related parties to help fund its cash operating needs. The balance outstanding as of May 31, 2015 and August 31, 2014 was $10,560 and $0, respectively. The loans are non-convertible, non-interest bearing, unsecured and due on demand.

For the period from October 21, 2014 to May 31, 2015, the period from September 1, 2014 to October 20, 2014, and nine months ended May 31, 2014, the Company repaid $2,540, $0, and $0, respectively, of net advances from related parties.

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Convertible Notes

9 Months Ended

May. 31, 2015

Debt Disclosure [Abstract]

Convertible Notes

Note 9 – Convertible Notes

Convertible notes consisted of the following:

		Successor			Predecessor
		May 31, 2015			August 31, 2014
Convertible notes - Typenex Co.	(E)	$	124,622		$	-
Convertible notes - JSJ Investments	(F)		48,831			-
Convertible notes - EMA Financial	(H)		125,000			-
Convertible notes - Old Main Capital	(I)		256,250			-
Convertible notes - TCA	(J)		2,544,500			-
Less: note discounts			(2,461,926	)		-
Convertible notes, net of discounts			637,277			-
Less: current portion			(637,277	)		-
Convertible notes, net of discounts - non-current		$	-		$	-

(A) – Panache Capital, LLC

The Panache Notes were issued during the period from March 5, 2012 to April 26, 2012. The Panache Notes bear interest at 15%. The Panache Notes are convertible at the option of the holder, in their entirety or in part, into common stock of the Company. The conversion price is 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 Panache Notes include 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 Panache Notes 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 and at the end of each reporting period or termination of the instrument with the change in fair value recorded to earnings.

The following table presents the activity related to the notes:

	Shares		Average
	Issued for		Conversion					Debt		Principal, Net
	Conversions		Price		Principal			Discounts		of Discounts
Balance - October 21, 2014					$	120,217		$	-	$	120,217
Conversions		51,986,137	$	0.002		(103,550	)		-		(103,550	)
Repayments						(16,667	)		-		(16,667	)
Balance - May 31, 2015					$	-		$	-	$	-

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	206,771
Change in the fair value of derivative liabilities		182,480
Reclassification to APIC due to conversion of related notes		(351,081	)
Gain on settlement of derivative liabilitiy due to repayment of related notes		(38,170	)
Derivative liabilities as of May 31, 2015 - Successor	$	-

(B) – Adar Bays, LLC

On May 12, 2014, the Company issued an unsecured convertible promissory note to Adar Bays, LLC (an accredited investor) in the principal amount of $55,125. The note was issued at a discount of 5%, in exchange for $52,500 cash consideration and bears interest at 8% per annum. The note matured on May 13, 2015. The note became convertible 180 days from the issuance date.

The conversion price was based on a 35% discount to the lowest closing bid price for the ten prior trading days including the day upon which the notice of conversion is received by the Company.

The following table presents the activity related to the notes:

	Shares		Average
	Issued for		Conversion					Debt			Principal, Net
	Conversions		Price		Principal			Discounts			of Discounts
Balance - October 21, 2014					$	55,125		$	(1,467	)	$	53,658
Discounts originated						-			(55,125	)		(55,125	)
Conversions		4,013,559	$	0.014		(55,125	)		-			(55,125	)
Amortization						-			56,592			56,592
Balance - May 31, 2015					$	-		$	-		$	-

Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the convertible feature of the note should be classified as a derivative liability with a corresponding amount recorded as a debt discount. The Company determined the initial fair value of the embedded conversion feature for the Adar Bays Note to be $113,077. The Company recorded a corresponding debt discount of $55,125 and loss on derivatives of $57,952.

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Debt discounts originated during the period		55,125
Change in the fair value of derivative liabilities		31,864
Reclassification to APIC due to conversion of related notes		(86,989	)
Derivative liabilities as of May 31, 2015 - Successor	$	-

On June 16, 2014, the Company issued an unsecured convertible promissory note to Adar Bays, LLC in the principal amount of $50,000. The note bears interest at 8% per annum. The note matures on June 15, 2015. At any time or times after 180 days from the date of the note and until the maturity dates, the note holder 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 35% discount to the lowest closing bid price for the ten prior trading days including the day upon which the notice of conversion is received by the Company.

The following table presents the activity related to the notes:

	Shares		Average								Principal,
	Issued for		Conversion					Debt			Net of
	Conversions		Price		Principal			Discounts			Discounts
Balance - October 21, 2014					$	50,000		$	-		$	50,000
Discounts originated						-			(50,000	)		(50,000	)
Conversions		17,258,513	$	0.003		(50,000	)		-			(50,000	)
Amortization						-			50,000			50,000
Balance - May 31, 2015					$	-		$	-		$	-

Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the convertible feature of the note should be classified as a derivative liability with a corresponding amount recorded as a debt discount. The Company determined the initial fair value of the embedded conversion feature for the Adar Bays Note to be $74,433. The Company recorded a corresponding debt discount of $50,000 and loss on derivatives of $24,433.

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Debt discounts originated during the period		50,000
Change in the fair value of derivative liabilities		49,798
Reclassification to APIC due to conversion of related notes		(99,798	)
Derivative liabilities as of May 31, 2015 - Successor	$	-

(C) – LG Capital Fund

On May 12, 2014, the Company issued an unsecured convertible promissory note to LG Capital Fund (an accredited investor) in the principal amount of $55,125. The note was issued at a discount of 5%, in exchange for $52,500 cash consideration and bears interest at 8% per annum. The note matured on May 13, 2015. At any time or times after 180 days from the date of the note and until the maturity dates, the note holder 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 35% discount to the lowest closing bid price for the ten prior trading days including the day upon which the notice of conversion is received by the Company.

The following table presents the activity related to the notes:

	Shares		Average
	Issued for		Conversion					Debt			Principal, Net
	Conversions		Price		Principal			Discounts			of Discounts
Balance - October 21, 2014					$	55,125		$	(1,467	)	$	53,658
Discounts originated						-			(55,125	)		(55,125	)
Conversions		10,407,194	$	0.005		(55,125	)		-			(55,125	)
Amortization						-			56,592			56,592
Balance - May 31, 2015					$	-		$	-		$	-

Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the convertible feature of the note should be classified as a derivative liability with a corresponding amount recorded as a debt discount. The Company determined the initial fair value of the embedded conversion feature for the LG Note to be $113,077. The Company recorded a corresponding debt discount of $55,125 and loss on derivatives of $57,952.

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Debt discounts originated during the period		55,125
Change in the fair value of derivative liabilities		59,544
Reclassification to APIC due to conversion of related notes		(114,669	)
Derivative liabilities as of May 31, 2015 - Successor	$	-

(D) – Union Capital

On June 16, 2014, the Company issued an unsecured convertible promissory note to Union Capital (an accredited investor) in the principal amount of $55,219. The note bears interest at 8% per annum. The note matures on June 15, 2015.

At any time or times after 180 days from the date of the note and until the maturity dates, the note holder 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 35% discount to the lowest closing bid price for the ten prior trading days including the day upon which the notice of conversion is received by the Company.

Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the convertible feature of the note should be classified as a derivative liability with a corresponding amount recorded as a debt discount.

In connection with preparing its financial statements for the three months ended February 28, 2015, the Company discovered an error related to an understatement of its convertible notes. During the year ended August 31, 2014, the Company overstated its convertible debt and understated its additional paid-in capital by $54,219. The Company corrected this error during the period from October 21, 2014 to May 31, 2015, rather than in the period in which it originated, because the amount of the error, individually and in the aggregate, was not material to the Company’s financial statements for the affected periods.

The following table presents the activity related to the notes:

	Shares	Average						Principal,
	Issued for	Conversion				Debt		Net of
	Conversions	Price	Principal			Discounts		Discounts
Balance - October 21, 2014			$	54,219		$	-	$	54,219
Reclassification to APIC				(54,219	)		-		(54,219	)
Balance - May 31, 2015			$	-		$	-	$	-

On June 16, 2014, the Company issued a second unsecured convertible promissory note to Union Capital in the principal amount of $50,000. The note bears interest at 8% per annum. The note matures on June 16, 2015. At any time or times after 180 days from the date of the note and until the maturity dates, the note holder 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 35% discount to the lowest closing bid price for the ten prior trading days including the day upon which the notice of conversion is received by the Company.

Pursuant to the terms of the note, the Company initially reserved 8,000,000 shares of its common stock for conversions under this note (the “Share Reserve”). The Share Reserve is to be replenished as needed. Union Capital will initially submit a conversion notice/request for a tranche of shares to be issued with an agreed to conversion price equal to $1000 (an “Initial Tranche Request”). The shares that are the subject to the Initial Tranche Request may be subsequently reconverted and repriced as follows: (i) Union Capital shall immediately reduce the outstanding balance of the Note by $1,000 and simultaneously send to the Company a live” or “repriced” conversion notice for the $1,000 priced using the conversion formula set forth above (ii) As the balance of the shares in the Initial Tranche Request are converted via the delivery of the “live” or “repriced” conversion notice, the balance of the note shall be reduced using the repriced conversion value. Upon full conversion of this note, any shares remaining in the share reserve shall be cancelled. As of May 31, 2015, there were no shares remaining in the Share Reserve.

The following table presents the activity related to the notes:

	Shares		Average								Principal,
	Issued for		Conversion					Debt			Net of
	Conversions		Price		Principal			Discounts			Discounts
Balance - October 21, 2014					$	50,000		$	-		$	50,000
Discounts originated						-			(50,000	)		(50,000	)
Conversions		15,696,678	$	0.003		(50,000	)		-			(50,000	)
Amortization						-			50,000			50,000
Balance - May 31, 2015					$	-		$	-		$	-

Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the convertible feature of the note should be classified as a derivative liability with a corresponding amount recorded as a debt discount. The Company determined the initial fair value of the embedded conversion feature for the Union Capital Note to be $74,433. The Company recorded a corresponding debt discount of $50,000 and loss on derivatives of $24,433.

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Debt discounts originated during the period		50,000
Change in the fair value of derivative liabilities		31,163
Reclassification to APIC due to conversion of related notes		(81,163	)
Derivative liabilities as of May 31, 2015 - Successor	$	-

On February 17, 2015, the Company issued a third unsecured convertible promissory note to Union Capital in the principal amount of $50,000. The note bears interest at 8% per annum. The note matures on June 16, 2015. From the date of issuance until the maturity date, the note holder 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 35% discount to the lowest closing bid price for the ten prior trading days including the day upon which the notice of conversion is received by the Company. The Company received net proceeds from the note of $47,500 after the payment of $2,500 in legal fees. These legal fees were recorded as a debt discount.

Pursuant to the terms of the note, the Company initially reserved 8,000,000 shares of its common stock for conversions under this note (the “Share Reserve”). The Share Reserve is to be replenished as needed. Union Capital will initially submit a conversion notice/request for a tranche of shares to be issued with an agreed to conversion price equal to $1000 (an “Initial Tranche Request”). The shares that are the subject to the Initial Tranche Request may be subsequently reconverted and repriced as follows: (i) Union Capital shall immediately reduce the outstanding balance of the Note by $1,000 and simultaneously send to the Company a live” or “repriced” conversion notice for the $1,000 priced using the conversion formula set forth above, and (ii) As the balance of the shares in the Initial Tranche Request are converted via the delivery of the “live” or “repriced” conversion notice, the balance of the note shall be reduced using the repriced conversion value. Upon full conversion of this note, any shares remaining in the share reserve shall be cancelled. As of May 31, 2015, there are no shares remaining in the share reserve.

The following table presents the activity related to the notes:

	Shares		Average								Principal,
	Issued for		Conversion					Debt			Net of
	Conversions		Price		Principal			Discounts			Discounts
Balance - October 21, 2014					$	-		$	-		$	-
Borrowed						50,000			-			50,000
Discounts originated						-			(50,000	)		(50,000	)
Conversions		56,303,322	$	0.001		(50,000	)		-			(50,000	)
Amortization						-			50,000			50,000
Balance - May 31, 2015					$	-		$	-		$	-

Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the convertible feature of the note should be classified as a derivative liability with a corresponding amount recorded as a debt discount. The Company determined the initial fair value of the embedded conversion feature for the Union Capital Note to be $92,308. The Company recorded a corresponding debt discount of $47,500 and loss on derivatives of $44,808.

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Debt discounts originated during the period		47,500
Change in the fair value of derivative liabilities		206,266
Reclassification to APIC due to conversion of related notes		(253,766	)
Derivative liabilities as of May 31, 2015 - Successor	$	-

(E) – Typenex Co.

On July 1, 2014, the Company entered into a securities purchase agreement with Typenex Co-Investment, LLC, (“Typenex”) for the sale and issuance of a secured convertible promissory note in the principal amount of $535,000 (the “Typenex Note”) and warrants to purchase shares of the Company’s common stock for an aggregate of $267,503 (the “Typenex Warrants”). The Typenex Note matures on September 30, 2015 and carried an Original Issue Discount (“OID”) of $30,000. In addition, the Company agreed to pay $5,000 to Typenex to cover Typenex’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the Typenex Note. Interest is payable on the Typenex Note at 10% per annum. The Typenex Note is exercisable in seven (7) tranches (each, a “Tranche”), consisting of (i) an initial Tranche in an amount equal to $137,500 and any interest, costs, fees or charges accrued thereon or added thereto under the terms of the Typenex Note and the other transaction documents (“Tranche #1”), which was funded by way of a $125,000 initial cash payment to the Company on July 1, 2014, $7,500 of OID and $5,000 in transaction costs, and (ii) six (6) additional Tranches by way of a promissory note issued by Typenex in favor of the Company (each, an “Investor Note”) in the amount of $66,250, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of the Typenex Note. The conversion price for each Tranche conversion into shares of the Company’s common stock shall be the lesser of (i) the Lender Conversion Price of $.07, and (ii) 70% of the average of the three (3) lowest VWAPs (volume weighed average price) in the twenty (20) trading days immediately preceding the applicable conversion (the “Market Price”), provided that if at any time the average of the three (3) lowest VWAPs in the twenty (20) trading days immediately preceding any date of measurement is below $0.01, then in such event the then-current conversion factor shall be reduced by 5% for all future conversions (e.g., 70% to 65%). On the date that is twenty trading days (a “True-Up Date”) from each date the Company delivers installment conversion shares to Typenex, there shall be a true-up where OSLH shall deliver to Typenex additional shares (“True-Up Shares”) if the conversion price as of the True-Up Date is less than the conversion price used in the applicable initial Tranche conversion.

The Company granted Typenex a security interest in those certain Tranches or “Investor Notes” issued by Typenex in favor of the Company on July 1, 2014, in the initial principal amounts of $62,500 each, and any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds thereof. The Investor Notes bear interest at the rate of 8% per annum and mature on September 30, 2015 (15 months after the date they are issued). The Company granted a security interest in the general assets of the Company to Typenex.

In connection with the Typenex Note, the Company entered into a membership interest pledge agreement with Typenex (“Typenex Membership Interest Pledge Agreement”) whereby Typenex pledged its 40% membership interest in Typenex Medical, LLC to the Company to secure Typenex’s performance of its obligations under two promissory notes, issued to the Company by Typenex, each in the principal amount of $62,500.

Under and concurrently with the securities purchase agreement with Typenex, the Company also issued to Typenex warrants to purchase, in the aggregate, a number of shares equal to $267,503 divided by the Market Price as defined in the Typenex Note. The Typenex Warrants may also be exercised by cashless exercise.

Neither the Typenex Note nor warrants are exercisable, however, if the number of shares to be issued to the holder upon such exercise, together with all other shares then owned by the holder and its affiliates, would result in the holder beneficially owning more than 4.99% of our outstanding common stock. This ownership limitation can be increased or decreased to any percentage not exceeding 9.99% by the holder upon 61 days’ notice to us.

The conversion price under the Typenex Note and the exercise price of the Typenex Warrants are subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events. In addition, the conversion price and exercise price is subject to adjustment if we issue or sell shares of our common stock for a consideration per share less than the conversion or exercise price then in effect, or issue options, warrants or other securities convertible or exchange for shares of our common stock at a conversion or exercise price less than the conversion price under the Typenex Notes or exercise price of the Typenex Warrants then in effect. If any of these events should occur, the conversion or exercise price is reduced to the lowest price at which the Company’s common stock was issued or is exercisable.

In conjunction with the funding of Tranche #1 and #2 of the Typenex Note, the Company issued warrants to Typenex and recorded an initial discount on the note in the same amount.

The following table presents the activity related to the notes:

	Shares Issued for Conversions		Average Conversion Price		Principal			Debt Discounts			Principal, Net of Discounts
Balance - October 21, 2014					$	203,750		$	(162,520	)	$	41,230
Conversions		51,832,997	$	0.002		(79,128	)		-			(79,128	)
Amortization						-			113,528			113,528
Balance - May 31, 2015					$	124,622		$	(48,992	)	$	75,630

Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the warrants and convertible feature of the note should be classified as derivative liabilities with a corresponding amount recorded as a debt discount.

The following table presents the activity related to the warrants and conversion feature derivative liabilities:

			Conversion
	Warrants		Feature			Total
Derivative liabilities as of October 21, 2014 - Successor	$	100,313	$	255,326		$	355,639
Change in the fair value of derivative liabilities		-		255,291			255,291
Reclassification to APIC due to conversion of related notes		-		(321,602	)		(321,602	)
Derivative liabilities as of May 31, 2015 - Successor	$	100,313	$	189,015		$	289,328

(F) – JSJ Investments

On September 3, 2014, the Company issued an unsecured convertible promissory note to an accredited investor in the principal amount of $100,000. The note bears interest at 12% per annum. The note matured on March 1, 2015. At any time or times from the issuance date of the note and until the maturity dates, the note holder 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 45% discount to the lowest daily trading prices for the ten previous trading days to the date of conversion.

The following table presents the activity related to the notes:

	Shares		Average
	Issued for		Conversion					Debt			Principal, Net
	Conversions		Price		Principal			Discounts			of Discounts
Balance - October 21, 2014				$	100,000		$	(72,268	)	$	27,732
Conversions	61,651,357	$	0.001		(51,169	)		-			(51,169	)
Amortization					-			72,268			72,268
Balance - May 31, 2015				$	48,831		$	-		$	48,831

Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the convertible feature of the note should be classified as a derivative liability with a corresponding amount recorded as a debt discount.

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	135,190
Change in the fair value of derivative liabilities		65,573
Reclassification to APIC due to conversion of related notes		(121,523	)
Derivative liabilities as of May 31, 2015 - Successor	$	79,240

(G) – Mulhearn Assigned Note

In connection with preparing its financial statements for the three months ended February 28, 2015, the Company discovered an error related to an understatement of its convertible notes. During the year ended August 31, 2014, the Company understated its convertible debt and overstated its additional paid-in capital by $50,000.

The Company corrected this error during the three months ended February 28, 2015 rather than in the period in which it originated, because the amount of the error, individually and in the aggregate, was not material to the Company’s financial statements for the affected periods.

On June 21, 2013, the Company issued an unsecured convertible promissory note to Kevin Mulhearn (“Mulhearn Note”) in the principal amount of $200,000, bearing 10% interest per annum. The note was due on December 21, 2013. The note was convertible, in its entirety or in part, into common stock of the Company. The conversion price was the average of the three trading days prior to conversion. On July 18, 2014, $50,000 of the note was assigned to Knightsbridge Law Co Ltd (“Knightsbridge”). On December 2, 2014, Knightsbridge assigned the note to Craig Fischer.

The following table presents the activity related to the notes:

	Shares		Average
	Issued for		Conversion					Debt			Principal, Net
	Conversions		Price		Principal			Discounts			of Discounts
Balance - October 21, 2014					$	-		$	-		$	-
Reclassification from APIC						50,000			-			50,000
Discounts originated						-			(50,000	)		(50,000	)
Conversions		6,000,000	$	0.008		(50,000	)		-			(50,000	)
Amortization						-			50,000			50,000
Balance - May 31, 2015					$	-		$	-		$	-

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Debt discounts originated during the period		50,000
Change in the fair value of derivative liabilities		39,681
Reclassification to APIC due to conversion of related notes		(89,681	)
Derivative liabilities as of May 31, 2015 - Successor	$	-

(H) – EMA Financial

In December 2014, the Company had entered into a Securities Purchase Agreement with EMA Financial, LLC (“EMA”). Pursuant to the terms of the agreement, EMA had the right to convert certain shares that it purchased into a $125,000 promissory note. EMA elected to do so and an aggregate of 19,000,000 shares of common stock were cancelled. On March 16, 2015, the Company issued a 12% convertible promissory note (the “Note”) to EMA. The Note becomes due on June 30, 2015. The Note is convertible (in whole or in part) at EMA’s discretion at any time into shares of the Company’s common stock, at a conversion price equal to the lesser of: (i) $0.0075 per share; or (ii) 70% of the lowest trading price of the Company’s common stock for the 20 days preceding the date of the conversion of the Note. Upon conversion an original issue of discount of $5,000 was recorded.

The following table presents the activity related to the notes:

	Shares	Average
	Issued for	Conversion			Debt			Principal, Net
	Conversions	Price	Principal		Discounts			of Discounts
Balance - October 21, 2014			$	-	$	-		$	-
Conversions				125,000		-			125,000
Discounts originated				-		(125,000	)		(125,000	)
Amortization				-		50,545			50,545
Balance - May 31, 2015			$	125,000	$	(74,455	)	$	50,545

Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the convertible feature of the note should be classified as a derivative liability with a corresponding amount recorded as a debt discount. The Company determined the initial fair value of the embedded conversion feature for the EMA Note to be $178,571. The Company recorded a corresponding debt discount of $120,000 and a loss on derivatives of $58,571.

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Discounts originated		120,000
Change in the fair value of derivative liabilities		101,428
Derivative liabilities as of May 31, 2015 - Successor	$	221,428

(I) – Old Main Capital

On May 15, 2015, the Company completed the closing of a private placement financing transaction with an accredited investor, pursuant to a securities purchase agreement. Under the terms of the purchase agreement, the investor purchased an aggregate of $256,250 in principal amount of two 10% convertible notes (collectively the “Notes”) with substantially identical terms. The Notes were issued by the Company to the investor in two tranches on May 15, 2015 and May 22, 2015, in the amount of $153,750 and $102,500, respectively. The Notes have an aggregate original issue discount of $6,250, such that the Company received aggregate proceeds of $250,000 upon issuance of the Notes. The Notes mature 12 months after their issuance. Each Note is convertible into shares of the Company’s common stock any time after four months from the date of issuance of each respective Note, at a conversion price that is equal to 60% of the average of the three lowest traded prices of the Company’s common stock during the prior fifteen trading days. In the event of default of a Note, the Company may be required to convert all or part of the respective Note at a conversion price that is equal to 55% of the average of the three lowest traded prices of the Company’s common stock during the prior twenty trading days. As of May 15, 2015 the notes are not convertible.

Under the terms of the securities purchase agreement, the investor has a right of first refusal, exercisable for four business days after notice to the investor, to participate in any subsequent financing conducted by the Company in an amount equal to 100% of the total amount to be raised in such subsequent financing, on the same terms, conditions and price provided to other investors in the subsequent financing.

The following table presents the activity related to the notes:

	Shares	Average
	Issued for	Conversion			Debt			Principal, Net
	Conversions	Price	Principal		Discounts			of Discounts
Balance - October 21, 2014			$	-	$	-		$	-
Borrowings				256,250		-			256,250
Discounts originated				-		(6,250	)		(6,250	)
Amortization				-		226			226
Balance - May 31, 2015			$	256,250	$	(6,024	)	$	250,226

(J) – TCA Debenture

On October 20, 2014 (the “TCA Effective Date”), we borrowed an initial $1,900,000 from TCA Global Credit Master Fund, LP (“TCA”) and issued a senior secured convertible redeemable debenture to TCA in the original principal amount of $1,900,000 (the “TCA Debenture”) pursuant to the terms of a securities purchase agreement we entered into with TCA (the “TCA SPA”). We agreed to borrow up to maximum of $5,000,000 in one or more closings at TCA’s sole discretion (each a “Funding”) under the TCA SPA. Our subsidiaries, Office Supply Line, Inc., OSL Diversity Marketplace, Inc., OSL Rewards Corporation, and Go Green Hydroponics Inc. (“GGH”) (collectively the “Subsidiary Guarantors”) signed the TCA SPA as joint and several guarantors. We issued $223,500 worth of our unregistered shares of common stock to TCA upon the TCA Effective Date, in exchange for advisory services previously provided to us, with the price per share valued at the lowest volume weighted average price for our common stock for the 5 business days immediately prior to the TCA Effective Date (the “TCA Initial Shares”). We agreed to issue additional shares of our unregistered common stock to TCA in the event that TCA does not realize $223,500 of net proceeds from the sale of the TCA Initial Shares. The amount of additional shares issued would only be the amount required for TCA to meet the $223,500 threshold upon their sale. If after twelve months, TCA has not realized net proceeds totaling $223,500 from the sale of the TCA Initial Shares, and the additional shares if applicable, then we agreed to redeem TCA’s remaining shares upon written notice for an amount sufficient for TCA to reach the $223,500 threshold. Further, we agreed to pay a 2% transaction fee to TCA for each Funding, which will be subtracted from the principal amount of each respective Funding, as well as a one-time due diligence fee of $8,000 and legal fees of $15,000 to TCA. These fees were recorded as deferred financing fees in the amount of $70,005. The TCA SPA also contains additional covenants, representations, conditions precedent, and other provisions that are customary of securities purchase agreements.

We used $1,800,000 from the proceeds of the TCA Debenture to finance our purchase of GGH.

The TCA Debenture bears interest at the rate of 11% per annum, has a maturity date of October 20, 2015 (“TCA Maturity Date”), and was funded by TCA in cash on October 20, 2014. We may redeem the TCA Debenture at any time prior to the TCA Maturity Date, by giving written notice to TCA three business days beforehand, and by paying the entire outstanding amount plus related fees on the third business day. We agreed to make monthly payments of principal, interest, and a redemption premium in the amount of $11,400, subject to a 5% late charge if we do not pay within the 5 day grace period of each monthly payment.

The interest rate under the TCA Debenture will increase to 18% per annum, and TCA may accelerate full repayment of the TCA Debenture upon the occurrence of an event of default. An event of default includes, but is not limited to: (i) our failure to pay any amount due under the TCA Debenture, (ii) an assignment by us for the benefit of our creditors, (iii) any court order appointing a receiver, liquidator, or trustee for us (subject to a 30 day cure period), (iv) any court order adjudicating us insolvent (subject to a 30 day cure period), (v) our filing of a bankruptcy petition, (vi) the filing of a bankruptcy petition against us (subject to a 30 day cure period), (vii) we admit we cannot pay our debts, or (vii) we breach the TCA Debenture or TCA SPA (each a “TCA Event of Default”).

The TCA Debenture is convertible by TCA into shares of our common stock at any time while the TCA Debenture is outstanding, if agreed upon by us and TCA, or in TCA’s sole discretion upon a TCA Event of Default. If a TCA Event of Default occurs, TCA may convert the TCA Debenture at the conversion price for each share of 85% multiplied by the lowest volume weighted average price for our common stock during the 5 trading days prior to the relevant notice of conversion (“TCA Conversion Price”). The TCA Conversion Price is subject to adjustment upon certain events, including but not limited to stock splits, dividends, the sale of all or substantially all of our assets, reclassification of our common stock, and our effectuation of a merger or consolidation. TCA does not have the right to convert the TCA Debenture into our common stock if such conversion would result in TCA’s beneficial ownership exceeding 4.99% of our outstanding common stock at that time. During the time that the TCA Debenture is outstanding, we have agreed to reserve the total number of shares of our common stock that would be issuable if the entire TCA Debenture was converted at that time. The TCA Debenture also contains waiver, notice, and assignment provisions that are customary of convertible debentures.

The TCA SPA, TCA Debenture, and all future debentures issued pursuant to the TCA SPA are guaranteed by the Subsidiary Guarantors pursuant to separately signed guaranty agreements (the “TCA Guaranty Agreements”). The TCA Guaranty Agreements contain representations, warranties, covenants, and other provisions that are customary of guaranty agreements. The TCA SPA, TCA Debenture, and all future debentures issued pursuant to the TCA SPA are secured by a security interest in all of the Subsidiary Guarantors’ assets, whether now existing or hereafter acquired, pursuant to separately signed security agreements (the “TCA Security Agreements”). The TCA Guaranty Agreements contain representations, warranties, covenants, and other provisions that are customary of security agreements.

The Company, as well as Robert Rothenberg (“Rothenberg”), our Chief Executive Officer and Director, Eli Feder (“Feder”), our Chief Corporate Development Officer and Director, and Steve Gormley (“Gormley”), our Chief Business Development Officer and Director (collectively, the “Pledging Parties”), have signed pledge agreements (the “TCA Pledge Agreements”), whereby the Pledging Parties pledged to TCA as additional security for the TCA Debenture all of their right, title and interest in, and provided a first priority lien and security interest on (i) all outstanding shares of common stock of the Subsidiary Guarantors owned by us and (ii) a total of 60,000,000 shares of our common stock owned by the Pledging Parties.

On April 29, 2015 the Company received a notice of default from TCA due to the Company’s failure to make the scheduled April 2015 payment in accordance with the terms and provisions of the TCA Debenture. The default resulted in an acceleration of interest, fees, and associated costs related to the debenture that resulted in an increase to the principal amount of the debt to $2,544,500. In addition, under terms of the debenture, the note became convertible and was therefore reclassified from promissory notes to convertible notes in the accompanying May 31, 2015 balance sheet. On May 18, 2015, the Company cured the default upon entering into a second amendment to the TCA Debenture (the “TCA 2^nd Amendment”). The modification to the terms of the TCA debenture were accounted for as an extinguishment of debt with the adjustment to the carrying amount of the debt including $97,103 of accrued interest, recorded as a loss on extinguishment of debt for the period. Pursuant to the terms of the TCA 2^nd Amendment the TCA Debenture was also divided into two separate notes in the principal amounts of $250,000 and $2,294,500. These notes bear the same terms as the original TCA Debenture. The TCA debenture was separated to facilitate the sale of the notes to Redwood Capital. See Note 17.

The following table presents the activity related to the notes:

	Shares	Average
	Issued for	Conversion			Debt			Principal, Net
	Conversions	Price	Principal		Discounts			of Discounts
Balance - October 21, 2014			$	-	$	-		$	-
Borrowings				1,900,000		-			1,900,000
Loss on extinguishment of debt				547,397		1,693,714			2,241,111
Reclassification of accrued interest				97,103		-			97,103
Discounts originated				-		(4,444,500	)		(4,444,500	)
Amortization				-		418,327			418,327
Balance - May 31, 2015			$	2,544,500	$	(2,332,459	)	$	212,041

Under ASC 815-15 - “Derivatives and Hedging”, the Company determined that the convertible feature of the notes should be classified as a derivative liability with a corresponding amount recorded as a debt discount. The Company determined the initial fair value of the embedded conversion feature for the TCA Note to be $2,567,568. The Company recorded a corresponding debt discount of $1,900,000 and a loss on derivatives of $667,568.

The following table presents the activity related to the conversion feature derivative liability:

Derivative liabilities as of October 21, 2014 - Successor	$	-
Discounts originated		4,444,500
Gain on extinguishment of debt		(1,786,265	)
Change in the fair value of derivative liabilities		821,743
Derivative liabilities as of May 31, 2015 - Successor	$	3,479,978

(K) – Redwood Capital

On May 15, 2015, the Company completed the closing of a private placement financing transaction with Redwood Capital (“Redwood”), an accredited investor, pursuant to a Securities Purchase Agreement (the “SPA”). Under the terms of the SPA, Redwood will purchase an aggregate of up to $2,870,000 in principal amount of twelve Notes beginning in June 2015. The Notes purchased pursuant to the SPA have an aggregate original issue discount of $70,000, such that the Company will receive aggregate proceeds of $2,800,000 if all of the Notes contemplated by the SPA are issued. See Note 17 for additional information.

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Promissory Notes with Related Parties

9 Months Ended

May. 31, 2015

Promissory Notes With Related Parties

Promissory Notes with Related Parties

Note 11 – Promissory Notes with Related Parties

On August 8, 2011, the Company issued an unsecured promissory note in the principal amount of $24,000 to a related party. The promissory note is due on demand, bears interest at 8% per annum where interest accrues and is payable in cash upon demand. As of May 31, 2015, the total remaining balance outstanding was $24,000.

On April 15, 2013, the Company issued an unsecured promissory note in the principal amount of $6,000 to a related party. The promissory note is due on demand, bears interest at 12% per annum where interest accrues and is payable in cash upon demand. As of May 31, 2015, the total remaining balance outstanding was $6,000.

On May 13, 2013, the Company issued a promissory note in an aggregate principal amount equal to $20,000 to a related party. The promissory note accrues simple interest at a rate of 12% per annum and is due on demand. All past-due principal shall bear interest until paid at the maximum non-usurious interest rate that at any time may be contracted for, taken, reserved, charged, or received on the indebtedness evidenced by the promissory note (the Maximum Rate) or, if no Maximum Rate is established by applicable law, at the rate of 15% per annum.

The occurrence of any one of the following events are deemed an event of default: (a) the Company shall fail to pay when due any principal of the promissory note; or (b) the Company shall: (i) apply for or consent to the appointment of a receiver, trustee, or intervenor, custodian or liquidator of all or a substantial part of its assets, (ii) be adjudicated as bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, (v) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization, or insolvency proceeding, or any action for the purpose of effecting any of the foregoing; or (vi) an order, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition appointing a receiver, trustee, intervenor or liquidator of all of its assets, and such order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) days.

As of May 31, 2015, the total remaining balance outstanding under the promissory note was $20,000.

On May 28, 2013, the Company issued a demand promissory note (the “Demand Note”) in an aggregate principal amount equal to $50,000 (the Demand Note Principal Amount) to an accredited investor and related party, which is secured by all intellectual and personal property of the Company. The Demand Note accrues simple interest at a rate of 12% per annum, is due and payable on any future date on which the holder of the Demand Note (the “Demand Noteholder”) demands repayment (the “Due Date”). Unpaid principal after the Due Date accrues interest at a rate of 16% annually until paid. The occurrence of any one of the following events will be deemed an event of default: (a) the failure of the Company to pay the Demand Note Principal Amount and any accrued interest in full on or before the Due Date; (b) the death of the Demand Noteholder; (c) the filing of bankruptcy proceedings involving the Company as a debtor; (d) the application for the appointment of a receiver for the Company; (e) the making of a general assignment for the benefit of the Company’s creditors; (f) the insolvency of the Company; or (g) a misrepresentation by the Company to the Demand Noteholder for the purpose of obtaining or extending credit.

As of May 31, 2015, the total remaining balance outstanding under the Demand Note was $50,000.

During the period from October 21, 2014 to May 31, 2015, the Company received proceeds of $20,000 and made repayments of $27,500 to a related party. As of May 31, 2015, the total remaining balance outstanding due to this related party was $0.

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Commitments and Contingencies (Details Narrative) - USD ($)	May. 15, 2015	Dec. 01, 2014	Nov. 11, 2014	Sep. 15, 2014	May. 24, 2013	May. 15, 2013	Apr. 13, 2013	Aug. 07, 2011
Litigation settlement interest			$ 77,000
Payment of litigation settlement		$ 20,000		$ 10,000
Joint Venture Agreement [Member]
Payment of litigation settlement	$ 1,000,000
Common stock fair value	$ 11,700
Mr.Moscowitz [Member]
Litigation settlement amount				62,000
Payment of litigation settlement		$ 23,675
Lou Ross Holdings Llc [Member]
Litigation settlement amount				10,000
Mr.Moscowitz and Lou Ross Holdings, LLC [Member]
Payment of litigation settlement				$ 72,000
Mr.Moscowitz [Member]
Litigation settlement amount								$ 30,000
Litigation settlement interest					$ 50,000		$ 6,000	$ 24,000
Percentage of litigation interest rate					12.00%
Lou Ross Holdings Llc [Member]
Litigation settlement interest						$ 10,000
Percentage of litigation interest rate						12.00%

XML

Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($)	May. 31, 2015	Aug. 31, 2014
Successor [Member]
Net operating losses	$ 3,321,339
Valuation allowance	$ (3,321,339)
Net deferred tax assets
Predecessor [Member]
Net operating losses
Valuation allowance
Net deferred tax assets

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Stock Warrants and Options - Schedule of Information Regarding Stock Options (Details) - May. 31, 2015 - Successor [Member] - $ / shares	Total
Exercise Price Per Share lower limit	$ 0.00
Exercise PricePer Share Upper limit	$ 0.07
Number of Shares Outstanding	11,771,332
Weighted Average Remaining Contractual Life (Years)	1 year 3 months 7 days
Weighted Average Exercise Price	$ 0.017
Number of Shares Exercisable	11,771,332
Weighted Average Exercise Price	$ 0.007

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Organization, Nature of Business and Basis of Presentation (Details Narrative) - Scenario Unspecified Domain - USD ($)			9 Months Ended
	Oct. 10, 2011	Jun. 06, 2008	May. 31, 2015	Oct. 20, 2014	Mar. 13, 2014
Debt instrument principal amount					$ 100,000
Go Green Hydroponics [Member]
Debt instrument principal amount				$ 1,900,000
Business acquisition based on target working capital amount				$ 1,800,000
Reno Rolle [Member]
Cancellation of stock that had not yet been not issued			144
Todd Wiseman [Member]
Number of shares due under employment agreement			5,000
Studio Store Direct Inc [Member]
Equity method investment, ownership percentage		100.00%
Restricted stock issued during period, shares		11,000
Office Supply Line, Inc. [Member]
Issued and outstanding shares exchanged under share exchange agreement for consideration of common stock	50,000
Number of common stock shares cancelled in exchange for cash	14,130
Common stock cancelled for cash	$ 10,000
Debt instrument principal amount	$ 240,000

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Convertible Notes - Schedule of Conversion Feature Derivative Liability (Details) - Scenario Unspecified Domain - USD ($)		1 Months Ended	7 Months Ended	9 Months Ended
	May. 12, 2014	Dec. 31, 2014	May. 31, 2015	May. 31, 2015
Change in the fair value of derivative liabilities				$ (2,916,979)
Reclassification to APIC due to conversion of related notes				(1,520,273)
Gain on settlement of derivative liability due to repayment of related notes				(38,170)
Debt discounts originated during the period				4,872,250
Gain on extinguishment of debt				$ (1,786,265)
Panache Capital Llc [Member]
Beginning balance			$ 206,771
Change in the fair value of derivative liabilities			182,480
Reclassification to APIC due to conversion of related notes			(351,081)
Gain on settlement of derivative liability due to repayment of related notes			$ (38,170)
Ending balance
Adar Bays, LLC One [Member]
Beginning balance
Change in the fair value of derivative liabilities			$ 31,864
Reclassification to APIC due to conversion of related notes			(86,989)
Debt discounts originated during the period			$ 55,125
Ending balance
Adar Bays, LLC Two [Member]
Beginning balance
Change in the fair value of derivative liabilities			$ 49,798
Reclassification to APIC due to conversion of related notes			(99,798)
Debt discounts originated during the period			$ 50,000
Ending balance
LG Capital Fund [Member]
Beginning balance
Change in the fair value of derivative liabilities			$ 59,544
Reclassification to APIC due to conversion of related notes			(114,669)
Debt discounts originated during the period			$ 55,125
Loss on derivatives	$ 57,952
Ending balance
Union Capital One [Member]
Beginning balance
Change in the fair value of derivative liabilities			$ 31,163
Reclassification to APIC due to conversion of related notes			(81,163)
Debt discounts originated during the period			$ 50,000
Ending balance
Union Capital Two[Member]
Beginning balance
Change in the fair value of derivative liabilities			$ 206,266
Reclassification to APIC due to conversion of related notes			(253,766)
Debt discounts originated during the period			$ 47,500
Ending balance
Typenex Note [Member]
Beginning balance			$ 355,639
Change in the fair value of derivative liabilities			255,291
Reclassification to APIC due to conversion of related notes			(321,602)
Ending balance			289,328	$ 289,328
Typenex Note [Member] | Warrant [Member]
Beginning balance			$ 100,313
Change in the fair value of derivative liabilities
Reclassification to APIC due to conversion of related notes
Ending balance			$ 100,313	100,313
Typenex Note [Member] | Conversion Feature [Member]
Beginning balance			255,326
Change in the fair value of derivative liabilities			255,291
Reclassification to APIC due to conversion of related notes			(321,602)
Ending balance			189,015	189,015
JSJ Investments [Member]
Beginning balance			135,190
Change in the fair value of derivative liabilities			65,573
Reclassification to APIC due to conversion of related notes			(121,523)
Ending balance			$ 79,240	$ 79,240
Mulhearn Note [Member]
Beginning balance
Change in the fair value of derivative liabilities			$ 39,681
Reclassification to APIC due to conversion of related notes			(89,681)
Debt discounts originated during the period			$ 50,000
Ending balance
EMA Financial [Member]
Beginning balance
Change in the fair value of derivative liabilities			$ 101,428
Debt discounts originated during the period			120,000
Loss on derivatives		$ 58,571
Ending balance			$ 221,428	$ 221,428
TCA Debenture [Member]
Beginning balance
Change in the fair value of derivative liabilities			$ 821,743
Debt discounts originated during the period			444,500
Gain on extinguishment of debt			(1,786,265)
Ending balance			$ 3,479,978	$ 3,479,978

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Income Taxes

9 Months Ended

May. 31, 2015

Income Tax Disclosure [Abstract]

Income Taxes

Note 16 – Income Taxes

As of May 31, 2015 and August 31, 2014, as a result of the acquisition of GGH, the Company recorded (a) non-deductible goodwill of $594,322 and (b) intangible assets of $100,000 representing the Go Green trade name. There were no other significant differences between financial reporting and tax bases of assets and liabilities. The Company will have tax losses available to be applied against future years’ income as result of the losses incurred. However, due to the losses incurred in the period and expected future operating results, management determined that it is more likely than not that the deferred tax asset resulting from the tax losses available for carry forward will not be realized through the reduction of future income tax payments. Accordingly a 100% valuation allowance has been recorded for deferred tax assets. Net operating loss carry forwards were $9,489,541 and $0 as of May 31, 2015 (Successor) and August 31, 2014 (Predecessor), respectively, and will begin expiring in 2030.

Deferred tax assets consisted of the following as of May 31, 2015 and August 31, 2014:

	Successor			Predecessor
	2015			2014
Net operating losses	$	3,321,339		$	-
Valuation allowance		(3,321,339	)		-
Net deferred tax assets	$	-		$	-

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Property and Equipment (Tables)

9 Months Ended

May. 31, 2015

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consisted of the following:

	Successor			Predecessor
	May 31, 2015			August 31, 2014
Furniture and fixtures	$	9,200		$	4,300
Machinery and equipment		19,043			15,919
Transportation equipment		21,950			21,950
Leasehold improvements		13,700			13,700
		63,893			55,869
Less: accumulated depreciation and amortization		(41,632	)		(39,878	)
Property and equipment, net	$	22,261		$	15,991

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Convertible Notes - Schedule of Convertible Notes Payable (Details) - Scenario Unspecified Domain - USD ($)	May. 31, 2015	Aug. 31, 2014
Less: note discount	$ (2,461,926)
Convertible notes payable, net of discount	637,277
Less: current portion	$ (637,277)
Convertible notes, net of discounts - non-current
Convertible Notes Typenex Co [Member]
Convertible notes payable	$ 124,622
Convertible Notes JSJ Investments [Member]
Convertible notes payable	48,831
Convertible Notes EMA Financial [Member]
Convertible notes payable	125,000
Convertible Notes Old Main Capital [Member]
Convertible notes payable	256,250
Convertible Notes TCA [Member]
Convertible notes payable	$ 2,544,500

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Summary of Significant Accounting Policies - Summary of Bad Debt Expense (Details) - USD ($)	2 Months Ended	3 Months Ended		7 Months Ended	9 Months Ended
	Oct. 20, 2014	May. 31, 2015	May. 31, 2014	May. 31, 2015	May. 31, 2014
Successor [Member]
Bad debt expense		$ 200,000		$ 200,000
Predecessor [Member]
Bad debt expense

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	2 Months Ended	7 Months Ended	9 Months Ended
	Oct. 20, 2014	May. 31, 2015	May. 31, 2014
Successor [Member]
Cash flows from operating activities:
Net income (loss)		$ (8,215,227)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Employee stock compensation		1,352,974
Stock issued for acquisition expenses		223,500
Stock issued for services		38,791
Loss on re-establishment of debt		170,000
Loss on extinguishment of debt		454,846
Gain on settlement of derivative liability		(38,170)
Change in fair value of derivative liabilities		2,916,979
Bad debt expense		200,000
Depreciation		1,839
Amortization of note discounts		1,006,656
Amortization of deferred financing fees		70,005
Gain on disposal of assets		(4,718)
Changes in operating assets and liabilities:
Accounts receivable		(292,566)
Inventory		440,048
Prepaid expenses and other current assets		(38,541)
Accounts payable and accrued expenses		482,349
Accrued compensation - officers		353,697
Net cash provided by (used in) operating activities		(877,538)
Cash flows from investing activities:
Acquisitions, net of cash acquired		(1,408,033)
Proceeds from the disposal of property and equipment		45,000
Purchases of property and equipment		(4,900)
Net cash used in investing activities		(1,367,933)
Cash flows from financing activities:
Advances from (to) related parties, net		(2,540)
Cash received on issuances of convertible notes		2,197,500
Cash received from promissory notes - related parties		20,000
Repayment of convertible notes		(16,667)
Repayments of promissory notes		(78,000)
Repayment of promissory notes - related party		(27,500)
Cash received on issuances of common stock		$ 307,000
Distributions to shareholders
Cash paid to obtain financing		$ (70,005)
Net cash provided by (used in) financing activities		2,329,788
Net increase in cash and cash equivalents		$ 84,317
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period		$ 84,317
Cash paid for:
Interest		$ 90,976
Income taxes
Non cash financing activities
Common shares issued upon conversion of convertible debt and accrued interest		$ 617,904
Common shares cancelled upon conversion of equity to convertible debt		(120,000)
Reclassification of derivative liabilites to additional paid-in capital		1,520,273
Debt discounts originated from derivative liabilities		4,872,250
Reclassification of common stock to common stock issuable		23,000
Notes payable converted into convertible debt due to an event of default		1,900,000
Accrued interest converted into convertible debt due to an event of default		97,013
Predecessor [Member]
Cash flows from operating activities:
Net income (loss)	$ 75,988		$ 84,804
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Employee stock compensation
Stock issued for acquisition expenses
Stock issued for services
Loss on re-establishment of debt
Loss on extinguishment of debt
Gain on settlement of derivative liability
Change in fair value of derivative liabilities
Bad debt expense
Depreciation	$ 77		$ 263
Amortization of note discounts
Amortization of deferred financing fees
Gain on disposal of assets
Changes in operating assets and liabilities:
Accounts receivable
Inventory	$ 22,452		$ (93,370)
Prepaid expenses and other current assets	1,671		(3,881)
Accounts payable and accrued expenses	$ 76,830		$ 19,859
Accrued compensation - officers
Net cash provided by (used in) operating activities	$ 177,018		$ 7,675
Cash flows from investing activities:
Acquisitions, net of cash acquired
Proceeds from the disposal of property and equipment
Purchases of property and equipment			$ (4,300)
Net cash used in investing activities			$ (4,300)
Cash flows from financing activities:
Advances from (to) related parties, net
Cash received on issuances of convertible notes
Cash received from promissory notes - related parties
Repayment of convertible notes
Repayments of promissory notes
Repayment of promissory notes - related party
Cash received on issuances of common stock
Distributions to shareholders	$ (80,000)
Cash paid to obtain financing
Net cash provided by (used in) financing activities	$ (80,000)
Net increase in cash and cash equivalents	97,018		$ 3,375
Cash and cash equivalents at beginning of period	121,061	$ 218,079	125,033
Cash and cash equivalents at end of period	$ 218,079		$ 128,408
Cash paid for:
Interest
Income taxes
Non cash financing activities
Common shares issued upon conversion of convertible debt and accrued interest
Common shares cancelled upon conversion of equity to convertible debt
Reclassification of derivative liabilites to additional paid-in capital
Debt discounts originated from derivative liabilities
Reclassification of common stock to common stock issuable
Notes payable converted into convertible debt due to an event of default
Accrued interest converted into convertible debt due to an event of default

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Property and Equipment

9 Months Ended

May. 31, 2015

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 5 – Property and Equipment

Property and equipment consisted of the following:

	Successor			Predecessor
	May 31, 2015			August 31, 2014
Furniture and fixtures	$	9,200		$	4,300
Machinery and equipment		19,043			15,919
Transportation equipment		21,950			21,950
Leasehold improvements		13,700			13,700
		63,893			55,869
Less: accumulated depreciation and amortization		(41,632	)		(39,878	)
Property and equipment, net	$	22,261		$	15,991

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Capital Stock (Details Narrative) - USD ($)		1 Months Ended	7 Months Ended	9 Months Ended
	Oct. 22, 2014	Dec. 31, 2014	May. 31, 2015	May. 31, 2015	Feb. 13, 2015
Stock based compensation expense				$ 531,259
Equity issuance price per share					$ 0.15
Common stock issued for cash, shares			29,098,715
Common stock issued for cash, value			$ 307,000
Restricted Stock [Member]
Convertible debt			$ 73,807	$ 73,807
EMA Financial [Member]
Number of common shares cancelled upon conversion of debt			19,000,000
Conversion of convertible debt principal amount		$ 125,000
Restricted Stock [Member]
Conversion of convertible debt principal amount			$ 544,097
Conversion of stock share converted			275,149,757
Restricted Stock [Member] | Securities Purchase Agreement [Member]
Common stock issued for cash, shares			29,098,715
Common stock issued for cash, value			$ 307,000
Outside Parties [Member] | Restricted Stock [Member]
Common stock issued for services			$ 38,791
Common stock issued for services, shares			5,844,685
Employees [Member]
Issuance of restricted common stock, shares			800,000
Issuance of restricted common stock			$ 1,520
TCA Debenture [Member] | Outside Parties [Member] | Restricted Stock [Member]
Common stock issued for services	$ 223,500
Common stock issued for services, shares	15,284,916
Current Officers [Member]
Issuance of restricted common stock, shares			30,150,000
Issuance of restricted common stock			$ 843,195
Reclassified shares of common stock			400,000
Amount of common stock shares			$ 23,000
Minimum [Member] | June 1, 2015 [Member]
Increase in number of shares authorized			649,000,000	649,000,000
Maximum [Member] | June 1, 2015 [Member]
Increase in number of shares authorized			1,947,000,000	1,947,000,000
Series A Preferred Stock [Member]
Preferred stock par value			$ 0.0001	$ 0.0001
Percentage of outstanding voting capital			50.10%	50.10%

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Accrued Officers' Compensation (Tables)

9 Months Ended

May. 31, 2015

Accrued Officers Compensation Tables

Schedule of Loss on Derivatives

The following table presents the loss on derivatives that resulted from the change in fair value of the conversion features of the accrued officers’ compensation:

					Nine-month Period
	Successor		Predecessor		Successor		Predecessor
	Three months		Three months		Period from		Period from		Nine months
	Ended		Ended		October 21, 2014		September 1, 2014		Ended
	May 31, 2015		May 31, 2014		to May 31, 2015		to October 20, 2014		May 31, 2014
Loss on derivatives	$	7,606	$	-	$	1,076,063	$	-	$	-

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OSLH/GGH Transaction - Schedule of Assets Acquired and Liabilities Assumed (Details) (Parenthetical)	3 Months Ended
	May. 31, 2015 USD ($)
Go Green Hydroponics [Member]
Fair value of inventory increase	$ 217,860

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Commitments and Contingencies

9 Months Ended

May. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 15 – Commitments and Contingencies

Litigation

On June 20, 2014, Marc Moscowitz filed a Complaint in the Supreme Court of the State of New York for Rockland County (Index No. 032738/14) against the Company seeking judgment in favor of Mr. Moscowitz in the amount of $30,000 with interest from August 7, 2011 as to $24,000 and interest from April 13, 2013 as to $6,000 and attorney’s fees and expenses as a result of the Company’s alleged failure to pay such amounts to the plaintiff due under two promissory notes issued by the Company in favor of Mr. Moscowitz. On June 25, 2014, Mr. Moscowitz and Lou Ross Holdings, LLC filed a Notice of Motion for Summary Judgment in Lieu of Complaint in the Supreme Court of the State of New York for Rockland County (Index No. 032742/2014) against the Company seeking judgment in favor of Mr. Moscowitz in the amount of $50,000 with interest from May 24, 2013 at the rate of 12% per annum and a judgment in favor of Lou Ross Holdings, LLC in the amount of $10,000 with interest from May 15, 2013 at the rate of 12% per annum and attorney’s fees and expenses as a result of the Company’s alleged failure to pay such amounts to the plaintiffs due under a promissory note issued by the Company in favor of the respective plaintiffs. On September 15, 2014 the parties signed a Stipulation of Settlement whereby the Company agreed to pay Moscowitz the sum of $62,000 and Lou Ross the sum of $10,000. Although the Company paid Mr. Moscowitz and Lou Ross Holdings, LLC $10,000, it did not pay the full $72,000 and on December 11, 2014 the Court entered a judgment in the sum of $77,000 together with interest from September 15, 2014 together with the costs and disbursements of this action. The Company is seeking to have the ordered amended to reflect the balance due based on the $10,000 payment made.

On December 1, 2014, Dolores Moscowitz filed a Complaint in the Supreme Court of the State of New York, Rockland County (Index No. 035437/14), against the Company seeking judgment in her favor in the amount of $20,000 with interest from May 13, 2013, as a result of the Company’s alleged failure to repay such amounts to Ms. Moscowitz due pursuant to a loan issued to the Company. On February 17, 2015, the Court entered a default judgment in Ms. Moscowitz’s favor in the amount of $23,675, which total includes interest through the date of judgment and costs.

Other than aforementioned, we are currently not 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

Joint Venture Agreement

On May 14, 2015, the Company and Cheryl Shuman entered into a Joint Venture Agreement (the “Shuman Agreement”), whereby the Company and Ms. Shuman set forth the terms and conditions under which they will form a number of joint ventures relating to a number of industries including, but not limited to, luxury conferences and events. In addition to other contributions to be made by the Company and Ms. Shuman, the Company agreed to issue 1,000,000 shares of its common stock with a grant date fair value of $11,700 to Ms. Shuman upon execution of the Shuman Agreement. This stock compensation has not been recorded in these financial statements