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): April 3, 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.)

 

1669 Edgewood Road, Suite 214

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))

 

 

 

 
 

 

FORWARD-LOOKING STATEMENTS

 

This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to (i) securing capital for general working purposes, (ii) changes in governmental policies and regulations, economic conditions, the impact of competition and pricing, and (iii) other risks and in statements filed from time to time with the Securities and Exchange Commission (the “SEC”). All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof.

 

Item 7.01. Regulation FD Disclosure.

  

On April 3, 2015, the Company issued a press release regarding its intent to enter into a joint venture and licensing agreement with Cheryl Shuman and the Beverly Hills Cannabis Club. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

 

The information in this Current Report on Form 8-K furnished pursuant to Item 7.01 and the press release included as Exhibit 99.1 of Item 9.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. This information shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.

 

Item 9.01. Financial Statements and Events.

 

The following Exhibits are filed as part of this Current Report.

 

(d) Exhibits.

 

Exhibit No.   Description
     

99.1

  

Press Release dated April 3, 2015

 

 
 

 

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: April 3, 2015 By: /s/ Robert H. Rothenberg
    Robert H. Rothenberg,
    Chief Executive Officer

 

 
 

 



 

OSL HOLDINGS ANNOUNCES INTENT TO ENTER INTO A JV & LICENSING
AGREEMENT WITH CHERYL SHUMAN, “The Martha Stewart of Marijuana.”

 

YARDLEY, PA. April 3, 2015 -- OSL Holdings Inc. (OTCQB: OSLH) (“OSL” or “the Company”), a socially conscious business model dedicated to consumer advocacy, social activism and the advancement of civil liberties through the power of commerce, announced today its intent to enter into a joint venture and licensing agreement with Cheryl Shuman, news personality, marijuana legalization advocate, marijuana PR/marketing guru and cannabis industry entrepreneur. The agreement will include a licensing deal with Beverly Hills Cannabis Club, a luxury cannabis industry service brand and Canna Dabba Doo, a crowd funding solution for the cannabis industry. Bob Rothenberg, OSL’s CEO said, “We are excited to partner with Cheryl Shuman. She is a leading figure in the legal cannabis industry and will bring great value to OSL.” Steve Gormley, OSL’s Chief Business Development Officer said, “Cheryl is a true pioneer in the legal marijuana industry. She brings tremendous resources and assets to the table and we’re elated to be working with her.” Cheryl Shuman said, “Finding the right team is the secret to success. Our joint venture with OSL allows us to bring all of our intellectual property to life with a dream team of professionals.”

 

Cheryl Shuman is the Founder of the Beverly Hills Cannabis Club (BHCClub.com), CEO of Cheryl Shuman Inc. (CherylShuman.com/). Shuman was recently featured on the cover of Adweek as Pot’s First Marketer (http://www.adweek.com/news/advertising-branding/who-will-become-starbucks-pot-159145), in Elle Magazine as The Most Powerful Women in the Pot Industry (http://www.elle.com/culture/career-politics/a12993/rise-of-the-pot-power-women/) and named The Cannabis Queen of Beverly Hills by The New York Times Sunday Magazine (http://www.nytimes.com/2015/01/11/magazine/the-cannabis-queen-of-beverly-hills.html).

 

About OSL

 

OSL Holdings Inc. (OTC: OSLH) is a development and technology company, specializing in affluent, liberal and libertarian markets with high disposal income, with a mission to advance civil liberties through the power of commerce. OSL Holdings’ target consumers are highly educated, respond to cause marketing initiatives and socially conscious business models, and are technologically savvy. The Company announced its intent to enter the legal marijuana market when federal law permits, providing foundational work for branding, marketing, technology, and logistics to existing or emerging legal marijuana licensees.

 

The Company currently operates Go Green Hydroponics, a hydroponics and indoor gardening and cultivation retail enterprise, specializing in the sale of over 1,000 products including hydroponic cultivation equipment, mineral nutrient solutions and gardening resources and equipment.

 

 
 

 

The Company has developed and intends to expand Equality Rewards, a real-time loyalty rewards platform designed to advance civil liberties through the power of commerce. Equality Rewards can facilitate the earning and redemption of rewards currency at the point of the transaction (online, mobile, at retail) as well as on future transactions. Equality Rewards is presently focused on bringing minority and minority allied consumers together with businesses that support minority consumers and causes or are minority owned and operated. The Company’s filings with the SEC are available at http://www.sec.gov/cgi-bin/browse-edgar?company=osl+holdings&owner=exclude&action=getcompany.

 

For more information, please visit the Company’s website at www.oslholdings.com.

 

Forward-Looking Statements -- Safe Harbor

 

This press release contains forward-looking statements as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases you can identify those so-called “forward-looking statements” by words such as “may,” “will,” “should,” “expects,” “plans,” “targets,” “believes,” “anticipates,” “estimates,” “predicts,” “potential,” or “continue” or the negative of those words and other comparable words. These statements include, but are not limited to, our expectations concerning Go Green’s revenue growth, growth rates for hydroponically-produced food, the market for medical marijuana cultivators, and our ability to provide support services to marijuana growers.

 

By their nature, forward-looking statements and forecasts involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. There are a number of factors, risks and uncertainties that could cause actual results and developments to differ materially from forecasted results. For a discussion of these factors, risks and uncertainties please see our filings with the Securities and Exchange Commission. Our public filings with the Commission are available from commercial document retrieval services and at the website maintained by the Securities and Exchange Commission at http://www.sec.gov. We assume no obligation to update or alter our forward-looking statements made in this release or in any periodic report filed by us under the Securities Exchange Act of 1934 or any other document, whether as a result of new information, future events or otherwise, except as otherwise required by applicable federal securities laws.

 

Company Contact:  
   
OSL Holdings Inc.  
   
IR/Media Contact:  
   
Steve Gormley  
   
steve@oslholdings.com