|• QUARTELY REPORT • CERTIFICATION • CERTIFICATION • CERTIFICATION • CERTIFICATION|
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
For the quarter ended: February 29, 2012
For the transition period from ___________ to ___________
Commission File Number: 333-108690
OSL HOLDINGS INC.
(Exact name of registrant as specified in its charter)
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by checkmark 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 past 90 days. Yes x No o
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 x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company filer. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of April 19, 2012: 66,068,255 shares of common stock, including a total of 529,412 shares issuable under contractual commitments.
OSL Holdings Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Company’s quarterly report on Form 10-Q for the period ended February 29, 2012 (the “Original Form 10-Q”), filed with the Securities and Exchange Commission on April 16, 2012 (the “Original Filing Date”), to revise certain disclosures in Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part I “Financial Information.” No other changes have been made to the Form 10-Q.
Although this Amendment supersedes the Original Form 10-Q in its entirety, this Amendment amends and restates only Item 2 of Part I. No other information in the Original Form 10-Q is amended hereby. This Amendment speaks as of the Original Filing Date and does not reflect any events that may have occurred subsequent to the Original Filing Date. In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, as a result of this Amendment, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished, respectively, as exhibits to the Original Form 10-Q have been re-executed and re-filed as of the date of this Amendment and are included as exhibits hereto.
CAUTIONARY STATEMENT RELATED TO FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes certain forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, relating to revenue, revenue composition, earnings, projected plans, performance, contract procurement, demand trends, future expense levels, trends in average headcount and gross margins, and the level of expected capital expenditures. Such forward-looking statements are based on the beliefs of, estimates made by, and information currently available to OSL Holdings Inc. management and are subject to certain risks, uncertainties and assumptions. Any statements contained herein (including without limitation statements to the effect that the Company or management "estimates," "expects," "anticipates," "plans," "believes," "projects," "continues," "may," "will," "could," or "would" or statements concerning "potential" or "opportunity" or variations thereof or comparable terminology or the negative thereof) that are not statements of historical fact should be construed as forward-looking statements. The actual results of OSL Holdings Inc. may vary materially from those expected or anticipated in these forward-looking statements. The realization of such forward-looking statements may be impacted by certain important unanticipated factors including those discussed in "Risk Factors" under Item 1A, and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Because of these and other factors that may affect OSL Holdings Inc.’s operating results, past performance should not be considered as an indicator of future performance, and investors should not use historical results to anticipate results or trends in future periods. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers should carefully review the risk factors described in this and other documents that OSL Holdings Inc. files from time to time with the Securities and Exchange Commission ("SEC"), including subsequent Current Reports on Form 8-K, Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.
PART I – FINANCIAL INFORMATION
OSL Holdings Inc. is a holding company that will develop or acquire business units with the purpose of collecting and transmitting real-time consumer and business sales data that facilitates the ability to sell data, manage electronic marketplaces, operate real-time loyalty rewards and transact with buyers in multiple channels. We plan to sell data to manufactures for designated markets, such as urban retail, convenient and/or liquor stores. We plan to facilitate developing electronic marketplaces with real time buy-side and sell side capabilities for multiple private & public markets. We plan to operate a real-time loyalty rewards platform that can facilitate the earning and redemption of our currency at the point of the transaction (online, mobile, at retail) as well as on future transactions. The Company plans on leveraging these business units to connect buyers, sellers as well as channels that will clearly differentiate itself from the competitive landscape so that each venture can scale revenues and their respective offerings to their specific market(s) or across markets. When the Company has sufficient financial resources, it plans on bringing onboard additional management talent with broad experience in technology, distribution, interactive and affinity marketing as well as the diversity markets to further our corporate strategy of entering our other lines of business. Currently our operations consist of our current Office Supply Line business, as described below. All of the other lines of business that we discuss are purely our aspirations.
Our wholly owned subsidiary, Office Supply Line, Inc. (“OSL”) is an integrated marketer and distributor of “Products for the Office.” OSL differentiates itself from its competition by leveraging innovative marketing programs and technology. It operates in the competitive office supply market as a virtual distributor, leveraging the existing logistical capabilities of its suppliers who provide for inventory logistics, distribution and delivery. OSL focuses on the development and or acquisition of cutting edge technology, sales, marketing and customer service. After divestment of its CDS interest, OSL expects to focus the majority of its efforts on the data related lines of business including rewards, data and diversity which are all in the development stage.
An initial focus has been on building a business unit focused on finalizing the development of our rewards technology platform by the end of the first quarter of calendar 2012 that will initially leverage current and developing business relationships within the diversity and affinity marketplaces that have substantial membership bases. The intent of the rewards program is to design, develop, operate and market a loyalty program that is based on “reward currency” and is available for its members to earn and redeem in online ecommerce sites, brick and mortar retail stores, mobile and through other service providers. The offering is a combination of the loyalty program and the technology platform and marketplace. The benefits of the offering include a platform that can enable millions of members of the “loyalty program” to earn and redeem “reward currency” regardless of the payment method used when making a purchase (i.e. Visa, Amex, MasterCard, or cash) and to redeem the points both in retail stores, or when shopping online regardless of the payment method used to gain discounts on purchases. The program will allow retail merchants and online ecommerce site operators with a package of products and services for better business efficiency and for boosting sales and profitability.
We are also in substantive discussions with several potential acquisitions and strategic partnerships that will expand our reach into Fortune 1000 corporations in retail, telecommunications, publishing, and finance as well as reach into local, state and federal government. The purpose of these discussions is to further secure major corporate contracts, access to additional membership bases, and expand our technology as well as retain the talent needed to execute our plan.
Collectivity these business units will create a transactional network that brings together brands, distributors, wholesalers, retailers (both online commerce and brick and mortar [land based] stores) and consumer’s audiences to accelerate commerce and value. The goal is to take advantage of these cross platform (the ability to purchase products online, through mobile device, or at retail stores), cross channel (the different channels that purchases occur in such as business to business (“B2C”), business to consumer (“B2B”), and public sector such as govt.) and cross vertical (the motivation behind the purchase such as a diversity purchase, purchase to benefit a non-profit, or sustainability purchase of green products) commerce companies to enhance the overall offering of each.
Share Exchange with OSL
On October 10, 2011, we completed a Share Exchange with OSL whereby OSL exchanged all of the issued and outstanding equity interests of OSL in exchange for 50,000,000 shares of our common stock, par value $0.001 per share. As a result of the Share Exchange, OSL became our wholly owned subsidiary.
As part of the Share Exchange, the Company entered into a Share Cancellation Agreement and Release (the " Share Cancellation Agreement") with Crisnic and OSL. Pursuant to the Share Cancellation Agreement, Crisnic agreed to cancel 14,130,000 shares in exchange for $10,000 and a Secured Promissory Note in the principal amount of $240,000 (the "Promissory Note"). Under the terms of the Promissory Note, OSL would pay Crisnic $50,000 on November 8, 2011, then $25,000 every subsequent week until December 27, 2011, and then one final payment of $15,000 on January 3, 2012. Some payments have been made towards the obligation subsequent to November 30th. As a security for this Promissory Note, the Company issued Crisnic 650,001 shares of Series A Preferred Stock (the "Preferred Shares") which were placed into escrow, and will be released based on the terms in an Escrow Agreement (the "Escrow Agreement") by and among the Company, OSL, Crisnic and Sichenzia Ross Friedman Ference Anslow LLP, as escrow agent. The Preferred Shares have 100:1 voting rights. Upon payment of the principal amount due under the Promissory Note the Preferred Shares will be cancelled. In the event that the Demand Date, as defined in the Promissory Note, has passed and Crisnic has not been paid in full, as provided in the Promissory Note, the Preferred Shares will be released to Crisnic. The Promissory note is non-interest bearing.
Due to delays in raising financing, the Company was unable to meet the original repayment terms of the Promissory Note. The Company has made intermittent payments and the current balance is $170,000 as of April 11, 2012. The Company has not received any written notice of default and the preferred shares have not been released from escrow.
In conjunction with the Share Exchange, the Company entered into an Asset Assignment Agreement (the "Asset Assignment Agreement") by and among Reno Rolle ("Rolle"), Todd Wiseman ("Wiseman"), former principals of the Company, and Red Rock Direct (an entity managed by Rolle and Wiseman), pursuant to which the Company assigned certain of its assets to Red Rock Direct in consideration of the cancelation of shares of the Company of Rolle (143,809 shares) and Wiseman (5 million shares due under an employment agreement), pursuant to Share Cancellation Agreements and Releases entered into among each of Rolle (and Lynn Rolle, the wife of Rolle) and Wiseman, the Company and OSL; and the assumption of certain indebtedness of the Company by Red Rock Direct (the "Spin-Off"). The Company assets to be assigned to Red Rock Direct include (i) the Company's current direct response television commercial (hosted by Suzanne Somers) (the "Infomercial"), (ii) the book currently entitled The Anti-Aging Miracle by Dr. James William Forsythe, M.D., and any and all proceeds derived therefrom, including any health supplements sold as described in the Infomercial, (iii) the feature length film entitled "Endless Bummer", (iv) the book currently entitled Sleep and Grow Young by Dr. James William Forsythe, M.D, and (v) a management agreement with Mike Flynt (collectively, the "Assigned Assets").
Pursuant to an agreement dated September 19, 2011, by and between Emerald and the Exchange LLC (“Exchange LLC”), Emerald assigned the Senior Secured Convertible Note and the Additional Debt to the Exchange LLC. On October 12, 2011, the Company and the Exchange LLC entered into Amendment No. 1 (the “Amendment”) to the Senior Secured Convertible Note and Additional Debt. Pursuant to the Amendment, the Additional Debt was forgiven by the Exchange LLC and the maturity date of the Senior Secured Convertible Note was extended to October 5, 2012. In consideration of the forgiveness by the Exchange LLC of the Additional Debt and extending the maturity date of the Senior Secured Convertible Note to October 5, 2012, the Company agreed to amend the conversion price of the Senior Secured Convertible Note to $0.001. Any conversion of debt owed to the Exchange LLC under the Senior Secured Convertible Note must be approved by the Board of Directors of the Company and in the event that the Board of Directors does not approve such conversion request, the corresponding principal amount shall be due by the maturity date. There is no material relationship between the Company or its affiliates and the Exchange LLC, other than with respect to the Amendment.
Corporate Diversity Solutions, Inc.
On December 15, 2011, we acquired 48% of Corporate Diversity Solutions, Inc., a New Jersey Corporation (“CDS”), through OSL. CDS is a Women's Business Enterprise National Council (WBENC) certified Tier One distributor of office products and related services to Fortune 1000 companies in North America. For CDS to maintain its WBENC certified status, women must maintain a majority ownership. While this precludes us from acquiring an additional stake in CDS, per the acquisition agreement, we were able to designate women owners for 2% of CDS, in addition to the 48% we acquired. Our designees, Andrea Kotch and Linda Feder, are beneficial owners of the Company. Additionally, Eli Feder, our CEO and Eric Kotch, our CFO, are officers of CDS and hold two of the current four director positions.
On April 5, 2012, the Company announced that it was unable to complete a two year audit (the “Audit”) of CDS and was therefore actively seeking to divest its ownership in CDS. The unrelated CDS shareholders have verbally agreed to return $10,000 in cash advanced to CDS and 500,000 shares of OSLH previously issued to CDS employee Ken Scarpa have already been returned. . Due to CDS being unable to complete the Audit as required by the SEC, CDS has requested that United Stationeers acknowledge and agree that the Guarantee by Kotch, Feder and Office Supply Line, Inc. was never effective. The Company is in discussions with the original selling shareholders about 200,000 shares that are still owed under the original contract pending certain performance by those shareholders. We are optimistic that such guarantees will be released in order to enable CDS to continue operations and purchases.
Results of Operations
Comparison of the Three Months Ended February 29, 2012 and February 28, 2011
The Company had no revenues for the three months ended February 29, 2012 and February 28, 2011.
General and Administrative
General and administrative expenses were $238,955 and $40 for the three months ended February 29, 2012 and February 28, 2011, respectively. The increase in expenses was related to the Company executing its business plan including the recent Share Exchange agreement. Expenses during the three months ended February 29, 2012 consisted primarily of professional service expenses and accrued compensation expense. Expenses for the three months ended February 28, 2011 consisted of bank fees.
Loss on Acquisition
Loss on acquisition was $62,297 and $0 for the three months ended February 29, 2012 and February 28, 2011, respectively. On April 5, 2012, the Company announced that it was unable to complete a two year audit and was therefore actively seeking to divest its ownership in CDS. During the three months ended February 29, 2012, the Company incurred approximately $62,297 in expenses related to the acquisition of which $35,000 related to non-cash stock based compensation expense. No similar expense existed in the prior year.
Interest expense was $3,900 and $0 for the three months ended February 29, 2012 and February 28, 2011, respectively. The increase in expenses was related to the increase in debt as compared to the same period of the prior year.
Comparison of the Six Months Ended February 29, 2012 and from September 16, 2010 (inception) to February 28, 2011
The Company had no revenues for the six months ended February 28, 2012 and from September 16, 2010 (inception) to February 28, 2011, respectively.
General and Administrative
General and administrative expenses were $325,591 for the six months ended February 29, 2012 as compared to $48,040 from September 16, 2010 (inception) to February 28, 2011. The increase in expenses was related to the Company executing its business plan including the recent Share Exchange agreement. Expenses during the six months ended February 29, 2012 consisted primarily of professional service expenses and accrued compensation expense. Expenses from inception to February 28, 2011 consisted of employee compensation, professional fees and development of our website.
Cost of Reverse Merger
Cost of reverse merger was $647,880 for the six months ended February 29, 2012 as compared to $0 from September 16, 2010 (inception) to February 28, 2011. During the On October 10, 2011, the Company completed a Share Exchange Agreement (the “Share Exchange”) with Office Supply Line, Inc. (“OSL”), a company incorporated in the State of Nevada on September 16, 2010, whereby OSL exchanged all of the issued and outstanding shares of OSL in exchange for 50,000,000 shares of the Company’s common stock. The Company assumed certain obligations totaling $647,880.
Loss on Acquisition
Loss on acquisition was $62,297 the six months ended February 29, 2012 as compared to $0 from September 16, 2010 (inception) to February 28, 2011. On April 5, 2012, the Company announced that it was unable to complete a two year audit and was therefore actively seeking to divest its ownership in CDS. During the six months ended February 29, 2012, the Company incurred approximately $62,297 in expenses related to the acquisition of which $35,000 related to non-cash stock based compensation expense. No similar expense existed in the prior year.
Interest expense was $16,400 for the six months ended February 29, 2012 as compared to $0 from September 16, 2010 (inception) to February 28, 2011. The increase in expenses was related to the increase in debt as compared to the same period of the prior year and $10,000 paid as part of a share cancellation agreement as discussed in Note 6 of the attached condensed consolidated financial statements.
Liquidity and Capital Resources
As of February 29, 2012 we had $1,122 in cash and a working capital deficiency of $1,266,122. A substantial amount of cash will be required in order to continue operations over the next twelve months. Based upon our current cash and working capital deficiency, we will not be able to meet our current operating expenses and will require additional capital. We expect to obtain additional capital in order to execute our business plan. We intend to raise up to $500,000 through private placements in the next several months. Our business plan involves adding qualified executives and rolling out various business units. Our initial capital needs exceed our current capital, but should be satisfied by a small private funding. We believe that substantial contracts will be signed before larger public financing is required.
Cash used in operating activities was $(180,602) and ($0) for the six months ended February 29, 2012 and February 28, 2011, respectively. Cash was primarily used to fund our net losses from operations.
Cash provided from financing activities was $180,577 and $100 for the six month months ended February 29, 2012 and from September 16, 2010 (inception) to February 28, 2011, respectively. During the six months ended February 29, 2012, we received cash of $137,365 from the issuance of promissory notes and we received $55,000 in cash related to common shares to be issued. The Company used $10,000 as repayment of a secured note and the Company paid down, net of receipts, $1,788 of operating loans from related parties.
We believe our current working capital position together with our expected future cash flows from operations will be insufficient to fund our operations in the ordinary course of business, anticipated capital expenditures, debt payment requirements and other contractual obligations for at least the next twelve months.
Assuming a successful divestiture of CDS, we anticipate that we will require $125,000 per month to cover our operating expenses. We anticipate additional annual website and technology development costs of between $300,000 and 500,000. We have been and expect to continue to fund these activities with debt and equity financing.
We have no present agreements or commitments with respect to any material acquisitions of other businesses, products, product rights or technologies or any other material capital expenditures. However, we will continue to evaluate acquisitions of and/or investments in products, technologies, capital equipment or improvements or companies that complement our business and may make such acquisitions and/or investments in the future. Accordingly, we may need to obtain additional sources of capital in the future to finance any such acquisitions and/or investments.
On March 5, 2012, the Company issued a convertible promissory note (the "Note") to Panache Capital, LLC (the "Payee") for the principal sum of $125,000, together with 10% annum interest. The Note will be due on March 5, 2013. All past-due principal of the Note shall bear interest at 15%. There is a 25% prepayment fee. The Payee has the right to convert the Note, in its entirety or in part, into common stock of the Company. The conversion price will be based on a 25% discount to the average of the three lowest closing bid prices for the Company's common stock during the ten trading days immediately preceding a conversion date. Besides the Note, there is no material relationship between the Company or its affiliates and the Payee.
On March 15, 2012, the Company issued a total of 2,000,000 shares of common stock at the conversion price of $0.001 or $2,000 as partial repayment on the Senior Secured Convertible Note.
On April 5, 2012, the Company announced that it was unable to complete a two year audit and was therefore actively seeking to divest its ownership in CDS. The unrelated CDS shareholders have verbally agreed to return $10,000 in cash advanced to CDS and 500,000 shares of OSLH previously issued to CDS employee Ken Scarpa have already been returned. CDS has requested its major supplier to release Kotch, Feder and Office Supply Line, Inc. from their co-guarantees of inventory purchases. The Company is in discussions with the original selling shareholders about 200,000 shares that are still owed under the original contract pending certain performance by those shareholders. We are optimistic that such guarantees will be released in order to enable CDS to continue operations and purchases.
Off Balance Sheet Arrangements
The Company’s independent certified public accountants have stated in their audit report for the year ended August 31, 2011, that the Company has no current source of revenue and, without realization of additional capital, it would be unlikely for the Company to continue as a going concern. If the Company is not successful in raising the necessary capital, then the Company believes that its independent certified public accountants would issue an opinion with a similar going concern modification regarding the Company’s financial condition.
Critical Accounting Policies
The Company’s consolidated financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our consolidated financial statements.
Our significant accounting policies are summarized in Note 3 of our annual consolidated financial statements filed on Form 10-K and dated December 12, 2011. While all these significant accounting policies impact its financial condition and results of operations, the Company views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company’s consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.
PART II - OTHER INFORMATION
In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2 are being furnished and not filed.
* Previously filed and incorporated herein by reference to the Form 10-Q filed on April 16, 2011.
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 thereunto duly authorized.
Dated: April 19, 2012