OSL HOLDINGS INC.

CIK:0001329957|SEC Filings

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	2 Months Ended	3 Months Ended		7 Months Ended	9 Months Ended
	Oct. 20, 2014	May. 31, 2015	May. 31, 2014	May. 31, 2015	May. 31, 2014
Successor [Member]
Merchandise sales		$ 806,357		$ 2,285,940
Management fee income		75,000		377,500
Total revenues		881,357		2,663,440
Cost of merchandise sold		654,756		2,065,858
Gross profit		226,601		597,582
General and administrative expenses		1,063,164		3,660,391
Acquisition costs		(90,181)		334,845
Gain on disposal of assets				(4,718)
Total operating expenses		972,983		3,990,518
Operating income (loss)		(746,382)		(3,392,936)
Change in value of derivative liability		(1,003,220)		(2,916,979)
Gain on settlement of derivative liability				38,170
Loss on re-establishment of debt		(170,000)		(170,000)
Other income				25,000
Other expense		(8,333)
Loss on extinguishment of debt		(454,846)		(454,846)
Interest expense		(743,895)		(1,343,636)
Other expense, net		(2,380,294)		(4,822,291)
Net income (loss)		$ (3,126,676)		$ (8,215,227)
Net income (loss) per common share:
Net income (loss) per common share - basic and diluted		$ (0.01)		$ (0.02)
Weighted average common shares outstanding - basic and diluted		610,813,887		478,889,890
Predecessor [Member]
Merchandise sales	$ 506,668		$ 779,257		$ 1,871,643
Management fee income
Total revenues	$ 506,668		$ 779,257		$ 1,871,643
Cost of merchandise sold	374,485		604,522		1,431,946
Gross profit	132,183		174,735		439,697
General and administrative expenses	$ 56,195		$ 75,327		$ 354,893
Acquisition costs
Gain on disposal of assets
Total operating expenses	$ 56,195		$ 75,327		$ 354,893
Operating income (loss)	$ 75,988		$ 99,408		$ 84,804
Change in value of derivative liability
Gain on settlement of derivative liability
Loss on re-establishment of debt
Other income
Other expense
Loss on extinguishment of debt
Interest expense
Other expense, net
Net income (loss)	$ 75,988		$ 99,408		$ 84,804
Net income (loss) per common share:
Net income (loss) per common share - basic and diluted	$ 50.66		$ 66.27		$ 56.54
Weighted average common shares outstanding - basic and diluted	1,500		1,500		1,500

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	2 Months Ended	7 Months Ended	9 Months Ended
	Oct. 20, 2014	May. 31, 2015	May. 31, 2014
Successor [Member]
Cash flows from operating activities:
Net income (loss)		$ (8,215,227)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Employee stock compensation		1,352,974
Stock issued for acquisition expenses		223,500
Stock issued for services		38,791
Loss on re-establishment of debt		170,000
Loss on extinguishment of debt		454,846
Gain on settlement of derivative liability		(38,170)
Change in fair value of derivative liabilities		2,916,979
Bad debt expense		200,000
Depreciation		1,839
Amortization of note discounts		1,006,656
Amortization of deferred financing fees		70,005
Gain on disposal of assets		(4,718)
Changes in operating assets and liabilities:
Accounts receivable		(292,566)
Inventory		440,048
Prepaid expenses and other current assets		(38,541)
Accounts payable and accrued expenses		482,349
Accrued compensation - officers		353,697
Net cash provided by (used in) operating activities		(877,538)
Cash flows from investing activities:
Acquisitions, net of cash acquired		(1,408,033)
Proceeds from the disposal of property and equipment		45,000
Purchases of property and equipment		(4,900)
Net cash used in investing activities		(1,367,933)
Cash flows from financing activities:
Advances from (to) related parties, net		(2,540)
Cash received on issuances of convertible notes		2,197,500
Cash received from promissory notes - related parties		20,000
Repayment of convertible notes		(16,667)
Repayments of promissory notes		(78,000)
Repayment of promissory notes - related party		(27,500)
Cash received on issuances of common stock		$ 307,000
Distributions to shareholders
Cash paid to obtain financing		$ (70,005)
Net cash provided by (used in) financing activities		2,329,788
Net increase in cash and cash equivalents		$ 84,317
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period		$ 84,317
Cash paid for:
Interest		$ 90,976
Income taxes
Non cash financing activities
Common shares issued upon conversion of convertible debt and accrued interest		$ 617,904
Common shares cancelled upon conversion of equity to convertible debt		(120,000)
Reclassification of derivative liabilites to additional paid-in capital		1,520,273
Debt discounts originated from derivative liabilities		4,872,250
Reclassification of common stock to common stock issuable		23,000
Notes payable converted into convertible debt due to an event of default		1,900,000
Accrued interest converted into convertible debt due to an event of default		97,013
Predecessor [Member]
Cash flows from operating activities:
Net income (loss)	$ 75,988		$ 84,804
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Employee stock compensation
Stock issued for acquisition expenses
Stock issued for services
Loss on re-establishment of debt
Loss on extinguishment of debt
Gain on settlement of derivative liability
Change in fair value of derivative liabilities
Bad debt expense
Depreciation	$ 77		$ 263
Amortization of note discounts
Amortization of deferred financing fees
Gain on disposal of assets
Changes in operating assets and liabilities:
Accounts receivable
Inventory	$ 22,452		$ (93,370)
Prepaid expenses and other current assets	1,671		(3,881)
Accounts payable and accrued expenses	$ 76,830		$ 19,859
Accrued compensation - officers
Net cash provided by (used in) operating activities	$ 177,018		$ 7,675
Cash flows from investing activities:
Acquisitions, net of cash acquired
Proceeds from the disposal of property and equipment
Purchases of property and equipment			$ (4,300)
Net cash used in investing activities			$ (4,300)
Cash flows from financing activities:
Advances from (to) related parties, net
Cash received on issuances of convertible notes
Cash received from promissory notes - related parties
Repayment of convertible notes
Repayments of promissory notes
Repayment of promissory notes - related party
Cash received on issuances of common stock
Distributions to shareholders	$ (80,000)
Cash paid to obtain financing
Net cash provided by (used in) financing activities	$ (80,000)
Net increase in cash and cash equivalents	97,018		$ 3,375
Cash and cash equivalents at beginning of period	121,061	$ 218,079	125,033
Cash and cash equivalents at end of period	$ 218,079		$ 128,408
Cash paid for:
Interest
Income taxes
Non cash financing activities
Common shares issued upon conversion of convertible debt and accrued interest
Common shares cancelled upon conversion of equity to convertible debt
Reclassification of derivative liabilites to additional paid-in capital
Debt discounts originated from derivative liabilities
Reclassification of common stock to common stock issuable
Notes payable converted into convertible debt due to an event of default
Accrued interest converted into convertible debt due to an event of default

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	May. 31, 2015	Aug. 31, 2014
Current Liabilities:
Convertible notes, net of $2,461,926 discounts	$ 637,277
Derivative liabilities	5,794,515	$ 1,349,994
Stockholders' Equity (Deficit):
Retained earnings (accumulated deficit)		170,000
Successor [Member]
Current Assets:
Cash	84,317
Accounts receivable, net of allowance for bad debts of $200,000	279,566
Inventory	431,391
Prepaid expenses and other current assets	16,090
Total current assets	811,364
Property and equipment, net	22,261
Goodwill	594,322
Indefinite-lived intangible - trade name	100,000
Deposits	36,725
Total assets	1,564,672
Current Liabilities:
Accounts payable and accrued expenses	1,659,564
Accrued officers' compensation	583,454
Advances from related parties	10,560
Secured promissory note in default	170,000
Promissory notes with related parties	100,000
Convertible notes, net of $2,461,926 discounts	637,277
Promissory notes, net of $0 discounts	177,000
Derivative liabilities	5,794,515
Common shares payable	760,220
Total current liabilities	9,892,590
Total liabilities	$ 9,892,590
Stockholders' Equity (Deficit):
Series A preferred stock, $.0001 par value, 1,000,000 shares authorized, 6 shares issued and outstanding - Successor
Common stock, $.001 par value, 649,000,000 shares authorized, 647,390,306 shares issued and outstanding - Successor. Common stock - no par, 1,500 shares issued and outstanding - Predecessor	$ 646,895
Additional paid-in capital	20,602,430
Retained earnings (accumulated deficit)	(29,577,243)
Total stockholders' equity (deficit)	(8,327,918)
Total liabilities and stockholders' equity (deficit)	$ 1,564,672
Predecessor [Member]
Current Assets:
Cash		$ 121,061
Accounts receivable, net of allowance for bad debts of $200,000
Inventory		$ 676,031
Prepaid expenses and other current assets		2,478
Total current assets		799,570
Property and equipment, net		$ 15,991
Goodwill
Indefinite-lived intangible - trade name
Deposits
Total assets		$ 815,561
Current Liabilities:
Accounts payable and accrued expenses		$ 97,574
Accrued officers' compensation
Advances from related parties
Secured promissory note in default
Promissory notes with related parties
Convertible notes, net of $2,461,926 discounts
Promissory notes, net of $0 discounts
Derivative liabilities
Common shares payable
Total current liabilities		$ 97,574
Total liabilities		$ 97,574
Commitments and contingencies
Stockholders' Equity (Deficit):
Series A preferred stock, $.0001 par value, 1,000,000 shares authorized, 6 shares issued and outstanding - Successor
Common stock, $.001 par value, 649,000,000 shares authorized, 647,390,306 shares issued and outstanding - Successor. Common stock - no par, 1,500 shares issued and outstanding - Predecessor		$ 1,500
Additional paid-in capital
Retained earnings (accumulated deficit)		$ 716,487
Total stockholders' equity (deficit)		717,987
Total liabilities and stockholders' equity (deficit)		$ 815,561