UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
OSL HOLDINGS INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
[67105N201]
(CUSIP Number)
Richard Barsom
322 West 14th Street
New York, NY 10014
(212) 707-0207
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 17, 2014
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | Names of Reporting Persons. | ||
| I.R.S. Identification Nos. of above persons (entities only) | |||
| Richard Barsom. | |||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | (a) [ ] | |
| (b) [ ] | |||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions) | ||
| PF (personal funds) | |||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) | ||
| [ ] | |||
| 6. | Citizenship or Place of Organization | ||
| United States | |||
| Number of | 7. | Sole Voting Power | ||
| Shares | 3,400,000 | |||
| Beneficially | ||||
| Owned by | 8. | Shared Voting Power | ||
| Each | 0 | |||
| Reporting | ||||
| Person | 9. | Sole Dispositive Power | ||
| With | 3,400,000 | |||
| 10. | Shared Dispositive Power | |||
| 0 | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |
| 3,400,000 | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | |
| [ ] | ||
| 13. | Percent of Class Represented by Amount in Row (11) | |
| 2.07%(1) | ||
| 14. | Type of Reporting Person (See Instructions) | |
| CO | ||
| (1) | This percentage is calculated based on 164,307,316 shares of the Common Stock outstanding as of April 9, 2014, based on the Issuer’s Form 10-Q for the quarter ended November 30, 2013 as filed with the Securities and Exchange Commission on January 21, 2014 (152,207,316 shares) and the Form 8-K filed on April 9, 2014 reporting the issuance of 12,100,000 shares of common stock. |
EXPLANATION
This Amendment No. 1 relates to the sale by the Reporting Person of 11,021,000 shares of common stock of the Issuer from March 10 through March 17, 2014.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock, $0.001 par value (“Common Stock”), of OSL HOLDINGS INC., a Nevada corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 60 Dutch Hill Road, Suite 13, Orangeburg, NY, 10962.
Item 2. Identity and Background.
| (a) | This statement is filed by and on behalf of Richard Barsom. | ||
| (b) | Mr. Barsom’s principal business address is 322 West 14th Street, New York, NY 10014 | ||
| (c) | Mr. Barsom’s principal business is personal investing. | ||
| (d) | During the last five years, Mr. Barsom has not been convicted in a criminal proceeding. | ||
| (e) | During the last five years, Mr. Barsom has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | ||
| (f) | Mr. Barsom is a United States citizen. |
Item 3. Source and Amount of Funds or Other Consideration.
N/A.
Item 4. Purpose of Transaction.
Mr. Barsom holds the Issuer’s securities for investment purposes. Mr. Barsom intends to participate in and influence the affairs of the Issuer only with respect to its voting rights associated with its shares of common stock. Mr. Barsom does not have any present plans or proposals that relate to or would result in the occurrence of any of the events or matters described in Item 4(a)-(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
| (a) | Mr. Barsom beneficially owns 3,400,000 shares of Common Stock of the Issuer, representing approximately 2.07% of the outstanding shares of Common Stock. The denominator used to calculate the foregoing percentage is the sum of: (i) the number of shares of Common Stock outstanding as of January 21, 2014, as reported on the Issuer’s Form 10-Q for the quarter ended November 30, 2013 as filed with the Securities and Exchange Commission on January 21, 2014 and (ii) the number of shares issued by the Issuer as reported in its Form 8-K filed on April 9, 2014 reporting the issuance of 12,100,000 shares of common stock. | ||
| (b) | The information set forth in Item 5(a) of this Schedule 13D is incorporated herein by reference. Mr. Barsom has sole voting power and sole dispositive power over the shares of Common Stock, and does not have shared voting power or shared dispositive power over any shares of Common Stock. | ||
| (c) | Except as reported herein, Mr. Barsom has not affected any transactions in the Common Stock during the past 60 days. | ||
| (d) | Not applicable. | ||
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information set forth under Items 3, 4 and 5 and the agreement referred to herein is incorporated herein by reference. Other than as set forth herein, Mr. Barsom: (i) holds no options to purchase shares of Common Stock, (ii) has no interest in any other securities of the Issuer, and (iii) is not a party to an agreement in which it shall receive additional securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
None
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 19, 2014
| /s/ Richard Barsom | |
| Richard Barsom |
