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 1118, 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.)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File No.)	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))

~~[ ] Soliciting material pursuant~~Item to3.02. Unregistered ~~Rule~~Sales ~~14a-12~~of ~~under~~Equity ~~the~~Securities ~~Exchange~~and ~~Act~~Use ~~(17~~of ~~CFR 240~~Proceeds.~~14a-12)~~

~~[ ] Pre-commencement~~On September ~~communications~~24, 2015, the Company issued 150,312,397 shares of the Company’s common stock upon conversion of convertible promissory ~~pursuant~~notes previously issued to ~~Rule~~two ~~14d-2(b)~~accredited ~~under~~investors. The issuances did not result in any proceeds to the ~~Exchange~~Company ~~Act~~as ~~(17~~the ~~CFR~~funds were ~~240~~received upon the original issuance of such convertible promissory notes.~~14d-2(b))~~

~~[ ] Pre-commencement~~On September ~~communications~~22, 2015, the Company issued 108,000,000 shares of the Company’s common stock upon conversion of a convertible ~~pursuant~~promissory note previously issued to ~~Rule~~an ~~13e-4(c)~~accredited ~~under~~investor. The issuance did not result in any proceeds to the ~~Exchange~~Company ~~Act~~as ~~(17~~the funds ~~CFR~~were ~~240~~received upon the original issuance of such convertible promissory note.~~13e-4(c))~~

~~Item~~On September ~~3.02.~~18, ~~Unregistered~~2015, ~~Sales~~the Company issued 383,748,136 shares of ~~Equity~~the ~~Securities~~Company’s ~~and~~common ~~Use~~stock upon conversion of ~~Proceeds~~convertible promissory notes previously issued to three accredited investors. The issuances did not result in any proceeds to the Company as the funds were received upon the original issuance of such convertible promissory notes.

On September 1614, 2015, the Company issued 98 2,000,000 shares of the Company’s common stock ~~upon conversion of a convertible promissory note previously issued~~ to ~~an accredited~~four ~~investor.~~consultants ~~The~~of ~~issuance did not result in any proceeds to~~ the Company ~~as the funds were received upon the original issuance~~ ofin ~~such~~consideration ~~convertible~~for ~~promissory~~services ~~note~~rendered.

OnIn the ~~September 15~~aggregate, ~~2015,~~ the ~~Company~~amount ~~issued 52,892,926~~of shares ofissued in the ~~Company’s~~foregoing ~~common~~transactions ~~stock~~exceeds ~~upon~~5% ~~conversion~~ of athe ~~convertible~~Company’s ~~promissory~~total ~~note~~outstanding ~~previously issued to an~~shares. ~~accredited~~As ~~investor.~~of ~~The~~the ~~issuance~~date ~~did~~of ~~not~~this ~~result~~filing, ~~in any proceeds to~~ the Company ashas ~~the~~3,029,639,031 ~~funds~~shares ~~were received upon the original issuance~~ of ~~such~~common ~~convertible~~stock ~~promissory note~~outstanding.

~~On September 14, 2015, the Company issued~~The ~~94,000,000~~above ~~shares~~issuances ofwere ~~the~~made ~~Company’s~~in ~~common~~reliance ~~stock~~on ~~upon conversion of a convertible promissory note previously issued to~~ an ~~accredited~~ ~~investor.~~exemption ~~The~~from ~~issuance~~registration ~~did~~set ~~not~~forth ~~result~~ in ~~any~~Section ~~proceeds~~4(a)(2) toof the ~~Company~~Securities asAct ~~the~~of 1933, ~~funds~~as ~~were~~amended, ~~received~~and/or ~~upon~~Regulation ~~the~~D ~~original~~promulgated ~~issuance of such convertible promissory note~~thereunder.

~~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.~~SIGNATURE

OnPursuant to ~~September 11, 2015,~~ the ~~Company~~requirements ~~issued 100,000,000 shares~~ of the ~~Company’s~~Securities ~~common~~Exchange ~~stock~~Act ~~upon conversion~~ of a1934, ~~convertible~~the ~~promissory~~registrant ~~note~~has ~~previously~~duly ~~issued~~caused tothis ~~an accredited~~report ~~investor. The issuance did not result in any proceeds~~ to ~~the~~be ~~Company~~signed ason ~~the~~its ~~funds~~behalf by ~~were received upon~~ the ~~original~~undersigned ~~issuance of~~hereunto ~~such~~duly ~~convertible promissory note~~authorized.

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.

	OSL HOLDINGS INC.

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

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

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