SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A



(Mark One)



|☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|-------------------------------------------------------------------------------



For the fiscal year ended August 31, 2012



or



|☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|-----------------------------------------------------------------------------------



For the transition period from ___________ to ___________



Commission file number 333-108690



OSL HOLDINGS INC.

(Exact name of registrant as specified in its charter)



|NEVADA                                                         | 98-0441032                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)



|60 Dutch Hill Road, Suite 15
Orangeburg, NY | 10962     
|------------------------------------------- | ----------
|(Address of principal executive offices)    | (Zip Code)



Registrant’s telephone number, including area code:(845) 363-6776



|Securities registered under Section 12(b) of the Exchange Act:
|--------------------------------------------------------------
|                                                              
|Title of each class registered:                               
|None                                                          
|                                                              
|Securities registered under Section 12(g) of the Exchange Act:
|Common Stock, par value $.001
(Title of class)                



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.

Yes☐No☒



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes☐No☒



Indicate by check mark 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 last 90 days. Yes☐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☐No☐










Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.☐



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions 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☐(do not check if smaller reporting company) | Smaller reporting company☒



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



State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, February 29, 2012: $1,610,403



Number of the issuer’s Common Stock outstanding as of December 1, 2012:  117,121,248














TABLE OF CONTENTS



|                                 |  
|-------------------------------- | -
|EXPLANATORY NOTE                 | 1
|PART II                          | 2
|Item 9A. Controls and Procedures | 2
|SIGNATURES                       | 4
|EXHIBITS TO FORM 10-K/A          | 4
|                                 |  
|Exhibit 31.1                    
|Exhibit 31.2                    










****

EXPLANATORY NOTE



This Form 10-K/A (“Amendment No. 1”) amends the annual report on Form 10-K of OSL Holdings, Inc. (the “Company” or “OSL”) for the fiscal year ended August 31, 2012, filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2012 (the “2012 Form 10-K”). The purpose of this Amendment No. 1 is to clarify management’s evaluation of its internal controls and procedures over financial reporting, as required by Item 9A of Part II of the 2012 Form 10-K and Item 307 of Regulation S-K, which were determined to be not effective as of August 31, 2012.



This Amendment No. 1 has no effect on our consolidated statements of operations, statements of cash flows or balance sheets.



This Amendment No. 1 is limited in scope to Item 9A of Part II and does not amend, update or change any other items or disclosures contained in the 2012 Form 10-K or otherwise reflect events that occurred subsequent to the filing of the 2012 Form 10-K. This Amendment No. 1 continues to speak as of the date of filing of the 2012 Form 10-K.












PART II



Item 9A. Controls and Procedures



Disclosure controls and procedures.



Under the supervision and with the participation of our management, including our President and Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”) we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, the Certifying Officers concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective. We and our auditors identified material weaknesses discussed below in the Report of management on internal control over financial reporting.



Report of Management on Internal Control over Financial Reporting.





Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.  The Certifying Officers evaluated the effectiveness of the Company’s internal control over financial reporting and concluded that, as of the end of the period covered by this report, the Company’s internal control over financial reporting was not effective. Our internal control over financial reporting includes those policies and procedures that:



(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;



(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and



(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.





Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework inInternal Control – Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission and has concluded that as of the end of the period covered by this report, our internal control over financial reporting was not effective. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement to the Company's annual or interim financial statements will not be prevented or detected.



In the course of management's assessment, we have identified the following material weaknesses in internal control over financial reporting:



|- | Segregation of Duties– As a result of limited resources, we did not maintain proper segregation of incompatible duties. Namely the lack of an audit committee, an understaffed financial and accounting function, and the need for additional personnel to prepare and analyze financial information in a timely manner and to allow review and on-going monitoring and enhancement of our controls. The effect of the lack of segregation of duties potentially affects multiple processes and procedures.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|- | Maintenance of Current Accounting Records– This weakness specifically affects the payments and purchase cycle and therefore we failed to maintain effective internal controls over the completeness and cut off of accounts payable, expenses and other capital transactions.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------












We are in the continuous process of improving our internal control over financial reporting in an effort to eliminate these material weaknesses through improved supervision and training of our staff, but additional effort is needed to fully remedy these deficiencies. Management has engaged a Certified Public Accountant as a consultant to assist with the financial reporting process in an effort to mitigate some of the identified weaknesses. The Company intendsto hireon hiring the necessary staff to address the weaknesses once additional capital is obtained which will allow full operations to commence.Despite the existence of the material weaknesses, we believe that our consolidated financial statements contained in the 2012 Form 10-K fairly presents our financial position, results of operations and cash flows for the fiscal year ending August 31, 2012 in all material respect. Management’s report was not subject to attestation by our registered public accounting firm pursuant to Section 404(c) of the Sarbanes-Oxley Act that permit us to provide only management’s report in this annual report.





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.



Changes in internal controls over financial reporting.



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










SIGNATURES



Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant had duly caused this Amendment No. 1 to be signed on its behalf to the undersigned, thereunto duly authorized.



Dated: July 29, 2013



| | OSL HOLDINGS INC.
| | -----------------
| |                  
| | By:              
| |                  
| |                  







EXHIBITS TO FORM 10-K/A





|Exhibit
Number |  | Description                                                                                                                                                                                     
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1           |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002                                                                                             
|               |  |                                                                                                                                                                                                 
|31.2           |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002                                                                                             
|               |  |                                                                                                                                                                                                 
|32.1           |  | Section 1350 Certification of Principal Executive Officer (incorporated by reference to Exhibit 32.1 of Form 10-K (File No. 001-32658) filed December 14, 2012)                                 
|               | 
|32.2           |  | Section 1350 Certification of Principal Financial Officer and Principal Accounting Officer (incorporated by reference to Exhibit 32.2 of Form 10-K (File No. 001-32658) filed December 14, 2012)
|               | 
|101.INS        |  | XBRL Instance Document (incorporated by reference to Exhibit 101.INS of Form 10-K (File No. 001-32658) filed December 14, 2012)                                                                 
|               | 
|101.SCH        |  | XBRL Taxonomy Extension Schema Document (incorporated by reference to Exhibit 101.SCH of Form 10-K (File No. 001-32658) filed December 14, 2012)                                                
|               | 
|101.CAL        |  | XBRL Taxonomy Extension Calculation Linkbase Document (incorporated by reference to Exhibit 101.CAL of Form 10-K (File No. 001-32658) filed December 14, 2012)                                  
|               | 
|101.DEF        |  | XBRL Taxonomy Extension Definition Linkbase Document (incorporated by reference to Exhibit 101.DEF of Form 10-K (File No. 001-32658) filed December 14, 2012)                                   
|               | 
|101.LAB        |  | XBRL Taxonomy Label Linkbase Document (incorporated by reference to Exhibit 101.LAB of Form 10-K (File No. 001-32658) filed December 14, 2012)                                                  
|               | 
|101.PRE        |  | XBRL Taxonomy Presentation Linkbase Document (incorporated by reference to Exhibit 101.PRE of Form 10-K (File No. 001-32658) filed December 14, 2012)                                           





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