SC 13D 1 mainbody.htm MAINBODY

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

 

OSL Holdings Inc.

(Name of Issuer)

 

COMMON STOCK, $0.001 PER SHARE PAR VALUE

(Title of Class of Securities)

 

67105N201

(CUSIP Number)

 

Eric Kotch

OSL Holdings Inc.

60 Dutch Hill Road Suite 15, Orangeburg, NY 10962

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

 

January 14, 2013

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.[ ]

 

 
 

*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 the disclosures provided in a prior cover page.

 

The information required in 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:  Eric Kotch
I.R.S. Identification Nos. of above persons (entities only): 
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  [ ]
(b)  [ ]
3. SEC Use Only:
4. Source of Funds (See Instruction): OO1
1The Reporting Person was issued shares of the Issuer as compensation for services rendered.
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: Nevada
Number of Shares Beneficially by Owned by Each Reporting Person With:
7. Sole Voting Power:  21,025,298 SHARES
8. Shared Voting Power:  N/A
9. Sole Dispositive Power:  21,025,298  SHARES
10. Shared Dispositive Power:  N/A
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 21,025,2981 SHARES
1 The Reporting Person personally owns 3,723 shares and through his wife, Andrea Kotch, is the beneficial owner of the 21,575 shares owned by ARMK, LLC. ARMK, LLC is owned 100% by Andrea Kotch, the wife of Eric Kotch.
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ]
13. Percent of Class Represented by Amount in Row (11): 28.3%
14. Type of Reporting Person (See Instructions): IN
       
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ITEM 1. SECURITY AND ISSUER.

 

This Statement on Schedule 13D relates to the common stock, par value $0.001 per share (the “Shares”), of OSL Holdings Inc., a Nevada Corporation (the "Issuer"), and is being filed by Steven Gormley (the “Reporting Person”). The Issuer's current principal executive offices are located at 60 Dutch Hill Road Suite 15, Orangeburg, NY 10962.

 

ITEM 2. IDENTITY AND BACKGROUND

 

(a) through (c) and (f). This Statement is being filed by Steven Gormley (the “Reporting Person”). The business address of the Reporting Person is 60 Dutch Hill Road Suite 15, Orangeburg, NY 10962. Eric Kotch is currently the Chief Financial Officer, Treasurer, Secretary and Director of OSL Holdings Inc.

 

(d) and (e). During the previous five (5) years, the Reporting Person (i) has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) has not been party to a civil proceeding of any of a judicial or administrative body of competent jurisdiction such that, 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 activity subject to, federal or state securities laws or finding any violation with respect to such laws.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

This statement relates to Shares in the Issuer that the Reporting Person has been issued under his Employment Agreement dated January 10, 2013:

 

Mr. Kotch was issued 21,000,000 shares of common stock on or about January 14, 2013 in the name of ARMK, LLC. ARMK, LLC is 100% owned by Andrea Kotch, the wife of Mr. Kotch. At any time during his employ, Mr. Kotch may convert any amounts owed to him under the agreement into shares of common stock at conversion price which is a 70% discount from the average closing price of our common stock during the five trading days preceding the conversion.

 

·Common Stock in the Issuer totaling 3,723
·Common Stock in the Issuer owned indirectly by ARMK, LLC totaling 21,021,575

 

ITEM 4. PURPOSE OF TRANSACTION

 

The purpose of this Schedule 13D is to report the Beneficial Ownership by the Reporting Person of 21,025,298 shares or 28.3% of the Issuer’s issued and outstanding common stock as of January 24, 2013.

 

Except as provided below, the Reporting Person does not have any current plans or proposals which would relate to or would result in:

 

(a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

(b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

(c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries;

 

(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

(e) any material change in the present capitalization or dividend policy of the Issuer;

 

(f) any other material change in the Issuer's business or corporate structure including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

 

(g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of the Issuer by any person;

 

(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

 

(j) any action similar to any of those enumerated above.

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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

 

(a)The Reporting Person is currently the beneficial owner of 21,025,298 shares of Common Stock of the Issuer, representing approximately 28.3% of the Issuer's common stock (based upon 74,378,090 outstanding shares of common stock as of January 24, 2013.)

 

(b)The Reporting Person has sole voting and dispositive power over the Shares identified in response to Item 5(a) above.

 

(c)See response by Reporting Person to Item 4, above.

 

(d)Not applicable.

 

(e)Not applicable.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES

OF THE ISSUER.

 

Other than as described in this Schedule 13D, the Reporting Person has no contracts, arrangements, understandings or relationships with any other person with respect to any 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.

 

 

Date: January 25, 2013

 

 

 

By: /s/ Eric Kotch

Eric Kotch

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