[X]
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2013
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Large Accelerated Filer
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[ ]
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Accelerated Filer
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[ ]
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Non-accelerated Filer
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[ ]
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Smaller Reporting Company
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[X]
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(Do not check if smaller reporting company)
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Page
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FINANCIAL STATEMENTS
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3
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3
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4
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5
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6
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
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10
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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12
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CONTROLS AND PROCEDURES.
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12
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RISK FACTORS.
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12
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EXHIBITS.
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13
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14
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15
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February 28,
2013
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November 30,
2012
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ASSETS
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Current assets
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Cash
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$
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10,049
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$
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18,131
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Other current assets
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2,926
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4,037
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Total Current Assets
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12,975
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22,168
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Property and equipment, net of accumulated depreciation of $23,026 and
$19,887, respectively
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14,646
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17,785
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Website development, net of accumulated amortization of $25,534 and
$21,605, respectively
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53,031
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56,960
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TOTAL ASSETS
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$
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80,652
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$
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96,913
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current Liabilities:
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Accounts payable and accrued liabilities
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$
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52,290
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$
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48,281
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Due to related parties
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176,255
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128,255
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Derivative liabilities
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27,488
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54,062
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Convertible notes payable, net of debt discount of $3,158 and $8,119,
respectively
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62,942
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132,581
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Total Current Liabilities
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318,975
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363,179
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STOCKHOLDERS’ EQUITY(DEFICIT)
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Series A Preferred Stock, $0.0001 par value, 1000,000,000 shares
authorized, 1,500,000 and 1,500,000 shares issued and outstanding,
respectively
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15
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15
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Common stock, $0.001 par value, 1,000,000,000 shares authorized,
766,633,114 and 428,333,637 shares issued and outstanding, respectively
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766,633
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428,334
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Additional paid-in capital
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2,914,621
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3,048,205
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Accumulated deficit
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(3,919,592)
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(3,742,820)
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Total Stockholders’ Equity (deficit)
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(238,323)
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(266,266)
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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$
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80,652
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$
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96,913
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Three Months
Ended
February 28, 2013
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Three Months
Ended
February 29, 2012
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REVENUES
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$
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6,066
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$
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17,019
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OPERATING EXPENSES
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Depreciation and amortization
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7,068
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7,068
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General and administrative
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68,753
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234,487
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Total Operating Expenses
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75,821
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241,555
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OPERATING LOSS
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(69,755)
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(224,536)
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OTHER INCOME (EXPENSE)
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Loss on derivative
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(48,458)
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-
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Interest expense
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(58,559)
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(1,287)
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Total Other Income (Expense)
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(107,017)
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(1,287)
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NET LOSS
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$
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(176,772)
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$
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(225,823)
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BASIC NET LOSS PER COMMON SHARE
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$
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(0.00)
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$
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(0.00)
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BASIC WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
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575,443,855
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200,784,568
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Three Months
Ended
February 28, 2013
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Three Months
Ended
February 29, 2012
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$
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(176,772)
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$
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(225,823)
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Items to reconcile net loss to net cash used in operating activities:
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Depreciation and amortization
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7,068
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7,068
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Debt discount amortization
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54,961
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-
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Debt offering cost amortization
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1,171
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548
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Loss on derivative
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48,458
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-
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Common stock issued for services
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-
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66,000
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Changes in operating assets and liabilities
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(Increase) decrease in other assets
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(61)
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-
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Increase in accounts payable and accrued liabilities
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9,093
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4,514
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Increase (decrease) in related party accounts payable
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48,000
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15,550
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Net Cash Used in Operating Activities
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(8,082)
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(132,143)
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CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from convertible notes payable
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-
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85,000
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Cash paid for debt offering costs
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-
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(5,000)
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Net Cash Provided by Financing Activities
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-
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80,000
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INCREASE (DECREASE) IN CASH
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(8,082)
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(52,143)
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CASH AT BEGINNING OF PERIOD
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18,131
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174,923
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CASH AT END OF PERIOD
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$
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10,049
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$
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122,780
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CASH PAID FOR:
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Interest
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$
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-
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$
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-
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Income taxes
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$
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-
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$
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-
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NON-CASH FINANCING ACTIVITIES:
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Common stock issued for convertible notes and accrued interest
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$
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79,684
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$
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-
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Discount on convertible notes payable from derivative instrument
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$
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50,000
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$
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-
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Settlement of derivative liability to additional paid-in capital
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$
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125,032
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$
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-
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Derivative liabilities November 30, 2012
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$
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54,062
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Addition of new derivative
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64,739
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Reclassification of derivative liability to additional paid-in capital due to
promissory note conversions
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(125,032)
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Losses on change in fair value
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33,719
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Balance at February 28, 2013
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$
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27,488
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Excess of fair value of conversion option derivative liabilities over the related
notes payable
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$
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14,739
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Losses on change in fair value
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33,719
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Loss on derivative liabilities
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$
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48,458
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Level 1
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Level 2
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Level 3
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Total
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Assets
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None
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$
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-
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$
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-
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$
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-
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$
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-
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Liabilities
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Derivative financial instruments
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$
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-
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$
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-
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$
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27,488
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$
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27,488
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Level 1
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Level 2
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Level 3
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Total
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Assets
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None
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$
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-
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$
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-
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$
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-
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$
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-
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Liabilities
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Derivative financial instruments
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$
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-
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$
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-
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$
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54,062
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$
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54,062
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February 28,
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November 30,
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2013
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2012
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Current Assets
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$
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12,975
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$
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22,168
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Current Liabilities
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318,975
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363,179
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Working Capital (Deficit)
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$
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(306,000)
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$
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(341,011)
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Three months ended
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Three months ended
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February 28, 2013
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February 29, 2012
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Cash Flows Used in Operating Activities
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$
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(8,082)
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$
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(132,143)
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Cash Flows Used in Investing Activities
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-
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-
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Cash Flows Provided by Financing Activities
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-
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80,000
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Net Increase (Decrease) in Cash During Period
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$
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(8,082)
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$
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(52,143)
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Incorporated by reference
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Exhibit
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Document Description
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Form
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Date
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Number
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Filed
herewith
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3.1
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Articles of Incorporation.
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S-1
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6/09/08
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3.1
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3.2
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Bylaws.
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S-1
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6/09/08
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3.2
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4.1
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Specimen Stock Certificate.
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S-1
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6/09/08
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4.1
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10.1
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Employment Agreement with David Saltrelli.
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8-K
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3/10/10
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10.1
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10.2
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Employment Agreement with Peter Schuster.
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8-K
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3/10/10
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10.2
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14.1
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Code of Ethics.
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S-1
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6/09/08
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14.1
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31.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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32.1
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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X
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101.INS
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XBRL Instance Document.
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X
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101.SCH
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XBRL Taxonomy Extension – Schema.
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X
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101.CAL
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XBRL Taxonomy Extension – Calculations.
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X
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101.DEF
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XBRL Taxonomy Extension – Definitions.
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X
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101.LAB
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XBRL Taxonomy Extension – Labels.
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X
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101.PRE
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XBRL Taxonomy Extension – Presentation.
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X
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NET SAVINGS LINK INC.
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(the “Registrant”)
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BY:
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DAVID SALTRELLI
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David Saltrelli
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President, Principal Executive Officer, Principal Accounting Officer and a member of the Board of Directors
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Incorporated by reference
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Exhibit
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Document Description
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Form
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Date
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Number
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Filed
herewith
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3.1
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Articles of Incorporation.
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S-1
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6/09/08
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3.1
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3.2
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Bylaws.
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S-1
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6/09/08
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3.2
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4.1
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Specimen Stock Certificate.
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S-1
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6/09/08
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4.1
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10.1
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Employment Agreement with David Saltrelli.
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8-K
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3/10/10
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10.1
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10.2
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Employment Agreement with Peter Schuster.
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8-K
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3/10/10
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10.2
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14.1
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Code of Ethics.
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S-1
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6/09/08
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14.1
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31.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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32.1
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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X
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101.INS
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XBRL Instance Document.
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X
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101.SCH
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XBRL Taxonomy Extension – Schema.
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X
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101.CAL
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XBRL Taxonomy Extension – Calculations.
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X
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101.DEF
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XBRL Taxonomy Extension – Definitions.
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X
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101.LAB
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XBRL Taxonomy Extension – Labels.
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X
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101.PRE
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XBRL Taxonomy Extension – Presentation.
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X
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1.
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I have reviewed this Form 10-Q for the period ended February 28, 2013 of Net Savings Link, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and,
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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April 19, 2013
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DAVID SALTRELLI
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David Saltrelli
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Principal Executive Officer and Principal Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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DAVID SALTRELLI
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David Saltrelli
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Chief Executive Officer and Chief Financial Officer
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8. Subsequent Events (Detail) (USD $)
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1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
---|---|---|---|---|---|---|
Apr. 30, 2013
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Mar. 31, 2013
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Feb. 28, 2013
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Nov. 04, 2013
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Jan. 10, 2014
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Nov. 30, 2012
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Convertible Notes Payable | $ 62,942 | $ 42,500 | $ 10,900 | $ 132,581 | ||
Debt Instrument, Convertible, Effective Interest Rate | 8.00% | 8.00% | ||||
Debt Conversion, Converted Instrument, Expiration or Due Date | Dec. 31, 2008 | Dec. 31, 2008 | ||||
Amortization of Debt Discount (Premium) | 50,000 | 0.41 | 0.35 | |||
Stock Issued During Period, Shares, Conversion of Derivatives Liabilities | 37,500,000 | 38,235,294 | ||||
Stock Issued During Period, Value, Conversion of Derivative Liabilities | $ 4,500 | $ 6,500 | ||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 0.00012 | $ 0.00017 | $ 0.0002 |
4. Convertible Promissory Notes Payable
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3 Months Ended |
---|---|
Feb. 28, 2013
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Debt Instrument, Convertible, Associated Derivative Transactions, Description |
4. Convertible
Promissory Notes Payable
During
the three months ended February 28, 2013, holders of three
Convertible Promissory Notes elected to convert a total of
$74,600 in principal and $5,084 in interest into
338,299,477 shares of the Company’s common stock at
an average conversion price of $0.0002 per share.
|