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): August 1924, 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.~~Number)		(IRS Employer Identification No.)

81 Big Oak Road, Suite 116 Yardley, PA		19067
(Address of principal executive offices)		(Zip Code)

81 Big Oak Road, Suite 116

~~(845) 363-6776 Registrant’s telephone number~~Yardley, ~~including~~PA ~~area code~~19067

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

(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:

[ ] 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 31.~~02.~~01 ~~Unregistered~~Entry ~~Sales~~into ofa ~~Equity~~Material ~~Securities~~Definitive ~~and Use of Proceeds.~~Agreement

OnEffective August 24, 2015, OSL Holdings Inc., a Nevada Corporation (the “Company”) ~~issued 80~~and TCA Global Credit Master Fund,~~000~~ LP,~~000~~ ~~shares~~a ofCayman Islands limited partnership (“TCA”) entered into that certain Third Amendment to the ~~Company’s~~Purchase ~~common~~Agreement ~~stock~~(the ~~upon~~“Third ~~conversion~~Amendment”) originally ofentered ainto ~~convertible~~on ~~promissory~~October ~~note~~21, ~~previously~~2014 ~~issued~~(the “Original Purchase Agreement”), together with Letter Agreement dated on or about February 6, 2015 (the “First Amendment”), together with Second Amendment to anthe Purchase Agreement dated ~~accredited~~as ~~investor.~~of ~~The~~May ~~issuance~~18, ~~did~~2015 ~~not~~(the ~~result~~“Second inAmendment”) (the Original Purchase Agreement, the First Amendment, and the Second Amendment, together with any ~~proceeds~~other amendments, renewals, substitutions, replacements or modifications from time to time, collectively, the “Purchase Agreement”), pursuant to which the Company asissued TCA that certain Second Replacement Debenture B, dated August 24, 2015 (the ~~funds~~“Second ~~were~~Replacement ~~received~~Debenture ~~upon~~B”), which amended, restated and superseded the ~~original~~Senior ~~issuance~~Secured, ofConvertible, ~~such~~Redeemable ~~convertible~~Debenture ~~promissory~~(“Replacement ~~note~~Debenture B”) issued to TCA on May 18, 2015.

OnThe ~~August~~Second 19Replacement Debenture B is substantially in the same form as Replacement Debenture B but contains a revised payment schedule pursuant to which the Company must make certain daily payments until maturity on October 21, 2015. The Second Replacement Debenture B pays interest at a rate of 11% per annum. At any time while the Second Replacement Debenture B is outstanding, upon the ~~Company~~occurrence ~~issued~~of an Event of Default 72(as defined in the Second Replacement Debenture B),~~000,000~~ ~~shares~~TCA may convert all or any portion of the ~~Company’s~~outstanding ~~common~~principal ~~stock~~accrued ~~upon~~and unpaid ~~conversion~~interest and any other sums due and payable or under any of athe ~~convertible~~other ~~promissory~~Transaction ~~note~~Documents ~~previously~~(such ~~issued~~total toamount, anthe “Conversion ~~accredited~~Amount”) ~~investor.~~into ~~The~~shares ~~issuance~~of ~~did~~Common ~~not~~Stock ~~result~~of inthe ~~any~~Company ~~proceeds~~(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 asStock during the ~~funds~~five ~~were~~(5) ~~received~~trading ~~upon~~days immediately prior to the ~~original~~conversion ~~issuance~~date, as indicated in the conversion notice of(the ~~such~~denominator) ~~convertible~~(the ~~promissory~~“Conversion ~~note~~Price”).

OnIn ~~August~~connection ~~12,~~with ~~2015,~~ the ~~Company issued~~Purchase 65Agreement,~~000,000~~ ~~shares of~~ the Company’s ~~common~~executed ~~stock~~and ~~upon~~delivered ~~conversion~~to ofTCA avarious ~~convertible~~ancillary ~~promissory~~documents ~~note~~referred ~~previously~~to ~~issued~~in tothe anPurchase Agreement as the ~~accredited~~“Transaction ~~investor~~Documents.” The ~~issuance~~terms ~~did~~and ~~not~~conditions ~~result~~of inthe ~~any~~Company’s ~~proceeds~~obligations pursuant to the ~~Company~~Transaction asDocuments remain unaffected, and the ~~funds~~Company’s ~~were~~obligations ~~received~~under ~~upon~~the Purchase Agreement and the ~~original~~Replacement ~~issuance~~Debenture B remain secured ofby ~~such~~prior ~~convertible~~agreements ~~promissory~~including ~~note~~but not limited to those certain Security Agreements, Guarantee Agreements, Pledge Agreements and Validity Certificates.

InThe above description of the Transaction ~~aggregate~~Documents, ~~the~~First ~~amount~~Amendment, ofSecond ~~shares~~Amendment and Purchase Agreement and Replacement Debenture B does not purport to ~~issued~~be incomplete ~~the~~and ~~foregoing~~is ~~transactions~~qualified ~~exceeds~~in 5%its ofentirety by the ~~Company’s~~full ~~total~~text ~~outstanding~~of ~~shares~~such documents. AsSecond ofReplacement ~~the~~Debenture ~~date~~B ofand ~~this~~the ~~filing,~~Third ~~the~~Amendment ~~Company~~are ~~has~~attached hereto as Exhibits 4.1 and 10.1,~~625~~ respectively,~~114,143~~ ~~shares~~to ofthis ~~common~~Current ~~stock~~Report ~~outstanding~~on Form 8-K and incorporated herein by reference.

~~The~~Item ~~above~~2.03 ~~issuances~~Creation ~~were~~of ~~made~~a inDirect ~~reliance on~~Financial anObligation ~~exemption~~or ~~from~~an ~~registration~~Obligation ~~set~~under ~~forth~~an inOff-Balance ~~Section~~Sheet ~~4(a)(2)~~Arrangement of ~~the~~a ~~Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.~~Registrant

~~SIGNATURE~~The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

~~Pursuant~~Item to3.02 ~~the~~Unregistered ~~requirements~~Sales of ~~the Securities~~Equity ~~Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Securities

	OSL HOLDINGS INC.
Date: August 24, 2015	By:	/s/ Robert H. Rothenberg
		Robert H. Rothenberg
		Chief Executive Officer

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

These securities were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified for exemption under Section 4(2) of the Securities Act. The securities were exempt from registration under Section 4(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) of the Securities Act since they agreed to, and received, share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description

4.1*		Second Replacement Debenture B

10.1*		Third Amendment to the Purchase Agreement

		* filed herewith

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: August 28, 2015	By:	/s/ Robert H. Rothenberg
		Robert H. Rothenberg
		Chief Executive Officer

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