0001493152-15-004401.txt : 20150917 0001493152-15-004401.hdr.sgml : 20150917 20150917155624 ACCESSION NUMBER: 0001493152-15-004401 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150911 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20150917 DATE AS OF CHANGE: 20150917 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OSL Holdings Inc. CENTRAL INDEX KEY: 0001329957 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 980441032 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32658 FILM NUMBER: 151112246 BUSINESS ADDRESS: STREET 1: 60 DUTCH HILL ROAD STREET 2: SUITE 15 CITY: ORANGEBURG STATE: NY ZIP: 10962 BUSINESS PHONE: 212-419-4900 MAIL ADDRESS: STREET 1: 60 DUTCH HILL ROAD STREET 2: SUITE 15 CITY: ORANGEBURG STATE: NY ZIP: 10962 FORMER COMPANY: FORMER CONFORMED NAME: OSL HOLDINGS, INC. DATE OF NAME CHANGE: 20140807 FORMER COMPANY: FORMER CONFORMED NAME: OSL HOLDINGS INC. DATE OF NAME CHANGE: 20111019 FORMER COMPANY: FORMER CONFORMED NAME: OSL HOLDINGS, INC. DATE OF NAME CHANGE: 20111019 8-K 1 form8-k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 11, 2015

OSL HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Nevada		001-32658		98-0441032
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

81 Big Oak Road, Suite 116

Yardley, PA

19067

(Address of principal executive offices)

(Zip Code)

(845) 363-6776

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02. Unregistered Sales of Equity Securities and Use of Proceeds.

On September 16, 2015, the Company issued 98,000,000 shares of the Company’s common stock upon conversion of a convertible promissory note previously issued to an accredited investor. The issuance did not result in any proceeds to the Company as the funds were received upon the original issuance of such convertible promissory note.

On September 15, 2015, the Company issued 52,892,926 shares of the Company’s common stock upon conversion of a convertible promissory note previously issued to an accredited investor. The issuance did not result in any proceeds to the Company as the funds were received upon the original issuance of such convertible promissory note.

On September 14, 2015, the Company issued 94,000,000 shares of the Company’s common stock upon conversion of a convertible promissory note previously issued to an accredited investor. The issuance did not result in any proceeds to the Company as the funds were received upon the original issuance of such convertible promissory note.

Also on September 14, 2015, the Company issued 6,571,429 shares of the Company’s common stock to four consultants of the Company in consideration for services rendered.

On September 11, 2015, the Company issued 100,000,000 shares of the Company’s common stock upon conversion of a convertible promissory note previously issued to an accredited investor. The issuance did not result in any proceeds to the Company as the funds were received upon the original issuance of such convertible promissory note.

On September 10, 2015, the Company issued 68,000,000 shares of the Company’s common stock upon conversion of a convertible promissory note previously issued to an accredited investor. The issuance did not result in any proceeds to the Company as the funds were received upon the original issuance of such convertible promissory note.

In the aggregate, the amount of shares issued in the foregoing transactions exceeds 5% of the Company’s total outstanding shares. As of the date of this filing, the Company has 2,385,578,498 shares of common stock outstanding.

The above issuances were made in reliance on an exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.

SIGNATURE

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 hereunto duly authorized.

	OSL HOLDINGS INC.

Date: September 17, 2015	By:	/s/ Robert H. Rothenberg
		Robert H. Rothenberg
		Chief Executive Officer