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[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 May 31, 2014
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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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11
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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13
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CONTROLS AND PROCEDURES.
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13
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RISK FACTORS.
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13
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UNREGISTERED SALE OF EQUITY SECURITIES.
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13
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OTHER INFORMATION.
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14
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EXHIBITS.
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14
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15
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16
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May 31,
2014
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November 30,
2013
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ASSETS
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Current assets
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Cash
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$
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598
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$
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2,800
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Other current assets
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399
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1,532
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Total Current Assets
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997
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4,332
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Property and equipment, net of accumulated depreciation of $37,672 and
$32,444, respectively
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-
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5,228
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TOTAL ASSETS
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$
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997
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$
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9,560
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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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56,102
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$
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36,362
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Due to related parties
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-
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317,755
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Derivative liabilities
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483,293
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90,699
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Convertible notes payable, net of debt discount of $7,740 and $0,
respectively
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115,445
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115,693
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Total Current Liabilities
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654,840
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560,509
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STOCKHOLDERS' EQUITY(DEFICIT)
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Series A Preferred Stock, $0.0001 par value, 100,000,000 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, $0.001 par value, 1,000,000,000 shares authorized,
172,263,131 and 108,591,412 shares issued and outstanding, respectively
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172,263
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108,591
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Additional paid-in capital
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4,143,671
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3,710,954
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Accumulated deficit
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(4,969,792
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)
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(4,370,509
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)
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Total Stockholders' Equity (deficit)
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(653,843
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)
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(550,949
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)
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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$
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997
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$
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9,560
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Three Months Ended
May 31
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Six Months Ended
May 31,
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2014
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2013
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2014
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2013
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REVENUES
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$
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-
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$
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11,126
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$
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-
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$
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17,192
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OPERATING EXPENSES
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Depreciation and amortization expense
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-
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7,067
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5,228
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14,135
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General and administrative
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69,031
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118,433
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138,779
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187,186
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Total Operating Expenses
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69,031
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125,500
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144,007
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201,321
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OPERATING LOSS
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(69,031
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)
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(114,374
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)
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(144,007
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)
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(184,129
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)
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OTHER INCOME (EXPENSE)
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Loss on derivative
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(293,472
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)
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(26,588
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)
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(389,913
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)
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(75,146
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)
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Interest expense
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(33,214
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)
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(8,119
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)
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(65,363
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)
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(66,678
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)
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Total Other Income (Expense)
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(326,686
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)
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(34,707
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)
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(455,276
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)
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(141,824
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)
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NET LOSS
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$
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(395,717
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)
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$
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(149,081
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)
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$
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(599,283
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)
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$
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(325,953
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)
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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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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.01
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)
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BASIC WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING
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165,680,611
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55,884,567
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149,546,677
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47,220,019
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For the Six months Ended
May 31,
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2014
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2013
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$
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(599,283
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)
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$
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(325,953
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)
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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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5,228
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14,135
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Debt discount amortization
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54,367
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58,119
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Debt offering cost amortization
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1,638
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2,204
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Loss on derivative
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389,913
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75,146
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Changes in operating assets and liabilities
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Decrease in current assets
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-
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880
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Increase (decrease) in accounts payable and accrued liabilities
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50,440
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19,481
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Increase in related party accounts payable
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96,000
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96,000
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Net Cash Used in Operating Activities
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(1,697
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(59,988
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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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53,400
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Cash paid for debt offering costs
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(505
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(2,500
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Net Cash Provided by Financing Activities
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(505
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50,900
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INCREASE (DECREASE) IN CASH
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(2,202
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(9,088
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CASH AT BEGINNING OF PERIOD
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2,800
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18,131
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CASH AT END OF PERIOD
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$
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598
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$
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9,043
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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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27,815
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$
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95,683
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Discount on convertible notes payable from derivative instrument
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$
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57,500
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$
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50,000
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Settlement of derivative liability to additional paid-in capital
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$
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54,819
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$
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136,930
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Contribution of wages payable to additional paid-in capital
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$
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413,755
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$
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-
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Payment of accounts payable through third party convertible notes
payable
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$
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28,700
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$ |
-
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Derivative liabilities November 30, 2013
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$
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90,699
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Addition of new derivative
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57,500
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Reclassification of derivative liability to additional paid-in capital due to
promissory note conversions
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(54,819
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)
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Losses on change in fair value
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389,913
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Balance at May 31, 2014
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$
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483,293
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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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252,307
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Losses on change in fair value
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137,606
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Loss on derivative liabilities
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$
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389,913
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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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483,293
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$
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483,293
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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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90,699
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$
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90,699
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•
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On June 2, 2014, the Company entered into a $21,500 convertible note agreement with Asher Enterprises, Inc with an annual interest rate of 8% and due on March 4, 2015.
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•
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On June 2, 2014, the Company granted Asher Enterprises, Inc 86 million warrant at an exercise price per share equal to $0.00025.
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•
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On June 16, 2014 and June 19, 2014, Asher Enterprises, Inc converted an amount of $1,970 and $2,622 of convertible debt into 8,567,391 and 7,711,765 number of common stock.
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•
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On June 18, 2014, the Company entered into an agreement with Global Distribution Inc. a New York corporation ("GDI"); David Saltrelli and Peter Schuster, holders of all of the issued and outstanding shares of Series A preferred stock; and, Steven Baritz, the sole shareholder of GDI, wherein Steven Baritz acquired all of the issued and outstanding shares of Series A preferred stock (1,500,000 shares) from David Saltrelli and Peter Schuster in exchange for Baritz transferring all of the issued and outstanding shares of common stock of GDI to us. Each share of Series A preferred stock has 1,000 votes. The aforementioned shares of Series A preferred stock represented approximately 66.18% of our voting power. Upon completion of the aforementioned transaction, the David Saltrelli and Peter Schuster, will continue to own 7,200,000 shares of our common stock and in the event of any action which causes a reduction in said shares, the Company will issue additional shares of common stock to David Saltrelli and Peter Schuster in order to maintain their ownership in 7,200,000 shares of the common stock.
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•
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On June 18, 2014, Steven Baritz was appointed to the board of directors and appointed president, principal executive officer, secretary, treasurer, principal financial officer, and principal accounting officer. Thereafter, David Saltrelli, Peter Schuster, and Jon Wallen resigned as officers and directors. The Company has not entered into any compensation arrangements with Mr. Baritz with respect to his employment with the Company.
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May 31,
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November 30,
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2014
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2013
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Current Assets
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$
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997
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$
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4,332
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Current Liabilities
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654,840
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560,509
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Working Capital (Deficit)
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$
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(653,843)
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$
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(556,177)
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Six months ended
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Six months ended
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May 31, 2014
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May 31, 2013
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Cash Flows Used in Operating Activities
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$
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(1,697)
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$
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(59,988)
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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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(505)
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50,900
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Net Increase (Decrease) in Cash During Period
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$
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(2,202)
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$
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(9,088)
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NET SAVINGS LINK INC.
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(the "Registrant")
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BY:
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STEVEN BARITZ
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Steven Baritz
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President, Principal Executive Officer, Principal Accounting Officer and a member of the Board of Directors
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1. | I have reviewed this Form 10-Q for the period ending May 31, 2014 of Net Savings Link, Inc.; |
2. | 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; |
3. | 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; |
4. | 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: |
a. | 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; |
b. | 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; |
c. | 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 |
d. | 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 |
5. | 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): |
a. | 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 |
b. | 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. |
Date:
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July 17, 2014
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STEVEN BARITZ
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Steven Baritz
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Principal Executive Officer and Principal Financial Officer
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(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | 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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STEVEN BARITZ
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Steven Baritz
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Chief Executive Officer and Chief Financial Officer
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