☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2014
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Nevada
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to section 12(g) of the Act:
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NONE
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COMMON STOCK
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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
(Do not check if a smaller reporting company)
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□
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Smaller Reporting Company
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☒
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Page
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||
Business.
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3
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Risk Factors.
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5
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Unresolved Staff Comments.
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5
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Properties.
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5
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Legal Proceedings.
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5
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Mine Safety Disclosures.
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5
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Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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5
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Selected Financial Data.
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13
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Management's Discussion and Analysis of Financial Condition and Results of Operation.
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13
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Quantitative and Qualitative Disclosures About Market Risk.
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15
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Financial Statements and Supplementary Data.
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15
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
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30
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Controls and Procedures.
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30
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Other Information.
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31
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Directors, Executive Officers and Corporate Governance.
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32
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Executive Compensation.
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34
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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36
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Certain Relationships and Related Transactions, and Director Independence.
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37
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Principal Accountant Fees and Services.
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37
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Exhibits and Financial Statement Schedules.
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38
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40
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41
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Fiscal Year – 2014
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High Bid
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Low Bid
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Fourth Quarter:
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09/01/14 to 11/30/14
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$0.0006
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$0.0001
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Third Quarter:
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06/01/14 to 08/31/14
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$0.0048
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$0.0001
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Second Quarter:
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03/01/14 to 05/31/14
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$0.0017
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$0.0003
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First Quarter:
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12/01/13 to 02/28/14
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$0.0050
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$0.0050
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||||
Fiscal Year – 2013
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High Bid
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Low Bid
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||
Fourth Quarter:
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09/01/13 to 11/30/13
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$0.0024
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$0.0010
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Third Quarter:
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06/01/13 to 08/31/13
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$0.0070
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$0.0012
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Second Quarter:
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03/01/13 to 05/31/13
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$0.0190
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$0.0110
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First Quarter:
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12/01/12 to 02/28/13
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$0.0225
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$0.0030
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(a)
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we would not be able to pay our debts as they become due in the usual course of business; or
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|
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(b)
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our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution (except as otherwise specifically allowed by our Articles of Incorporation).
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Plan category
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Number of securities
issued upon exercise of
outstanding options,
warrants and rights
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Weighted-average exercise
price of outstanding options,
warrants and rights
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Number of securities
remaining available for
future issuance under
equity compensation plans
excluding securities
reflected in column (a))
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(a)
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(b)
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(c)
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|
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Equity compensation plans approved by security holders
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0
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0
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0
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Equity compensation plans not approved by security holders
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0
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0
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30,000,000
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|
|
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Total
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0
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0
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30,000,000
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November 30,
|
|
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2014
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Current Assets
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$
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13,005
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Current Liabilities
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652,495
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Working Capital (Deficit)
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$
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(639,490)
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From Inception on
May 5, 2014 Through
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||
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November 30, 2014
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Cash Flows Used in Operating Activities
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$
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(118,728)
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Cash Flows Used in Investing Activities
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-
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Cash Flows Provided by Financing Activities
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128,484
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Net Increase (Decrease) in Cash During Period
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$
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9,756
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Report of Independent Registered Public Accounting Firm
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F-1
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Consolidated Balance Sheet
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F-2
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Consolidated Statement of Operations
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F-3
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Consolidated Statement of Cash Flows
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F-4
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Consolidated Statements of Stockholders' Equity (Deficit)
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F-5
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Notes to the Consolidated Financial Statements
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F-6
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From Inception
on May 5, 2014
through
November 30, 2014
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||||
REVENUES
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$
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-
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OPERATING EXPENSES
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||||
General and administrative
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183,179
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|||
Total Operating Expenses
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183,179
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|||
OPERATING LOSS
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(183,179
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)
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OTHER EXPENSES
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||||
Loss on derivative
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597,930
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Interest expense
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172,431
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|||
Total Other Expenses
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770,361
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|||
NET LOSS
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$
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(953,540
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)
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BASIC AND DILUTED NET LOSS PER COMMON SHARE
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$
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(0.00
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)
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BASIC WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
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598,897,053
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Additional
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Total
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|||||||||||||||||||||||||||
Common Stock
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Preferred Stock
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Paid-In
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Accumulated
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Stockholders'
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||||||||||||||||||||||||
Shares
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Amount
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Shares
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Amount
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Capital
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Deficit
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(Deficit)
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||||||||||||||||||||||
Balance, May 5, 2014
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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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$
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-
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$
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-
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||||||||||||||||
Common Stock issued for acquisition, June 18, 2014
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180,830,522
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180,831
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1,500,000
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15
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(623,508
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)
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-
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(442,662
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)
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|||||||||||||||||||
Common stock issued for debt and interest
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1,312,846,886
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1,312,847
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-
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-
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(1,133,924
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)
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-
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178,923
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||||||||||||||||||||
Common stock issued for cash
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100,000,000
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100,000
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-
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-
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(90,000
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)
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-
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10,000
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||||||||||||||||||||
Reclassification of derivative liability to additional paid-in capital
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-
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-
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-
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-
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567,789
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-
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567,789
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|||||||||||||||||||||
Net loss for the period from inception on May 5, 2014 through November 30, 2014
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-
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-
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-
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-
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-
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(953,540
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)
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(953,540
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)
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|||||||||||||||||||
Balance, November 30, 2014
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1,593,677,408
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$
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1,593,678
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1,500,000
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$
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15
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$
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(1,279,643
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)
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$
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(953,540
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)
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$
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(639,490
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)
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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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$ 390,020
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$
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390,020
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4.
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Convertible Promissory Notes Payable
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Derivative liabilities May 5, 2014 (Inception)
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$
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-
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Addition of new derivative at date of merger June 18, 2014
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250,232
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|||
Debt Discount
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109,647
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Day one loss due to convertible debt
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1,052,834
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Day one loss due to warrants
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2,403
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|||
Reclassification of derivative liability to additional paid-in capital due to promissory note
conversions
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(567,789
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)
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Gain on change in fair value of the derivative
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(457,306
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)
|
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Balance at November 30, 2014
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$
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390,020
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Day one loss due to derivatives on convertible debt and warrants
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$
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1,055,236
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Gain on change in fair value of the derivative
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(457,306
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)
|
||
Net loss on derivative liabilities
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$
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597,390
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Number of
Options
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Weighted
Average Price
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Weighted Average
Remaining
Contractual Life
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||||||||||
Warrants exercisable at May 5, 2014
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-
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$
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0.0
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-
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||||||||
Granted
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94,263,265
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0.001
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4.20
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|||||||||
Exercised
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-
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-
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-
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|||||||||
Expired
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-
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-
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-
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|||||||||
Warrants exercisable at November 30, 2014
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94,263,265
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0.001
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4.20
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Stock price on grant date
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$
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0.00014 – $0.00030
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Exercise price
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$
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0.0001 – $0.0002
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Expected time to exercise
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1 - 5 years
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|||
Risk free interest rate
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0.01% - 1.53
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%
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Volatility
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421% - 557
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%
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Expected forfeiture rate
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0.00
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%
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Deferred tax assets:
|
||||
Net operating loss carry forward
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$
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89,122
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||
Valuation allowance
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(89,122
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)
|
||
Net deferred tax asset
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$
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-
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Assets
|
||||
Cash
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$
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484
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||
Debt issue costs
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1,899
|
|||
Total Assets
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2,383
|
|||
Liabilities
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||||
Accounts payable
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40,841
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|||
Accrued expenses
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16,997
|
|||
Derivative liability
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250,232
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|||
Convertible notes payable, net of discount of $7,740
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136,975
|
|||
Total Liabilities
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445,045
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|||
Net Liabilities at June, 18, 2014
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$
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442,662
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-
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Lack of proper segregation of duties due to limited personnel
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-
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Lack of a formal review process that includes multiple levels of review
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-
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pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
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-
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provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with U.S. generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorization of our management and directors;
|
-
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provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
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Name
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Age
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Position
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|
||
Steven Baritz
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53
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President, Principal Executive Officer, Chief Executive Officer, Secretary/Treasurer, Principal Financial Officer, Principal Accounting Officer and member of the Board of Directors
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1.
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A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
|
|
|
||
2.
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Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
|
|
||
3.
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The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;
|
|
|
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i)
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Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
|
|
ii)
|
Engaging in any type of business practice; or
|
iii)
|
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
|
|
4.
|
The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;
|
|
|
||
5.
|
Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
|
|
|
||
6.
|
Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
|
|
|
||
7.
|
Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
|
|
|
||
i)
|
Any Federal or State securities or commodities law or regulation; or
|
|
ii)
|
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or
|
|
iii)
|
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
|
8.
|
Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
Nonqualified
|
|||||||||
Non-Equity
|
Deferred
|
||||||||
Name &
|
Stock
|
Option
|
Incentive Plan
|
Compensation
|
All Other
|
||||
Principal
|
Salary
|
Bonus
|
Awards
|
Awards
|
Compensation
|
Earnings
|
Compensation
|
Total
|
|
Position
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|
|||||||||
Steven Baritz
|
2014
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
President, CEO, CFO
|
2013
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
David Saltrelli
|
2014
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Former CEO, CFO, President
|
2013
|
96,000
|
0
|
0
|
0
|
0
|
0
|
0
|
96,000
|
(
resigned 2014
)
|
|||||||||
|
|||||||||
Peter Schuster
|
2014
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Former Secretary/Treasurer
|
2013
|
96,000
|
0
|
0
|
0
|
0
|
0
|
0
|
96,000
|
(
resigned 2014
)
|
Nonqualified
|
|||||||
Fees Earned
|
Non-Equity
|
Deferred
|
|||||
or
|
Stock
|
Option
|
Incentive Plan
|
Compensation
|
All Other
|
||
Paid in Cash
|
Awards
|
Awards
|
Compensation
|
Earnings
|
Compensation
|
Total
|
|
Name
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
Steven Baritz
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
David Saltrelli
(resigned 2014)
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Peter Schuster
(resigned 2014)
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Jon Wallen
(resigned 2014)
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Number of
|
Number of
|
Value
|
||
Shares Acquired
|
Value Realized
|
Shares Acquired
|
Realized on
|
|
On Exercise
|
On Exercise
|
On Vesting
|
Vesting
|
|
Name
|
(#)
|
($)
|
(#)
|
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
Steven Baritz
|
0
|
0
|
0
|
0
|
Name and Address
|
Number of
|
Percentage of
|
Number of
|
Percentage of
|
Of Beneficial Owner
|
Common Shares
|
Ownership
|
Preferred Shares
|
Ownership
|
|
||||
Steven Baritz
|
0
|
0.00%
|
1,500,000
|
100.00%
|
All officers and directors as a group
(1 individual)
|
0
|
0.00%
|
1,500,000
|
100.00%
|
2014
|
$
|
21,500
|
MaloneBailey LLP
|
2013
|
$
|
21,800
|
MaloneBailey LLP
|
2014
|
$
|
0
|
MaloneBailey LLP
|
2013
|
$
|
0
|
MaloneBailey LLP
|
2014
|
$
|
0
|
MaloneBailey LLP
|
2013
|
$
|
0
|
MaloneBailey LLP
|
(4) | Our audit committee's pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approved all accounting related activities prior to the performance of any services by any accountant or auditor. |
(5) | The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full time, permanent employees was 0%. |
Incorporated by reference
|
Filed
|
||||
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
|
|||||
3.1
|
Articles of Incorporation.
|
S-1
|
6/09/08
|
3.1
|
|
|
|||||
3.2
|
Bylaws.
|
S-1
|
6/09/08
|
3.2
|
|
|
|||||
3.3
|
Amended Articles of Incorporation.
|
8-K
|
8/06/12
|
3.1
|
|
3.4
|
Articles of Incorporation – Global Distribution, Inc.
|
X
|
|||
3.5
|
Bylaws of Global Distribution, Inc.
|
X
|
|||
|
|||||
4.1
|
Specimen Stock Certificate.
|
S-1
|
6/09/08
|
4.1
|
|
|
|||||
10.4
|
Convertible Promissory Note with KBM Worldwide, Inc.
|
X
|
|||
10.5
|
Convertible Promissory Note with KBM Worldwide, Inc.
|
X
|
|||
10.6
|
Convertible Promissory Note with KBM Worldwide, Inc.
|
X
|
|||
10.7
|
Convertible Promissory Note with KBM Worldwide, Inc.
|
X
|
|||
10.8 | Sublease Agreement - Office dated July 15, 2014. | X | |||
|
|||||
14.1
|
Code of Ethics.
|
S-1
|
6/09/08
|
14.1
|
|
NET SAVINGS LINK, INC.
|
|
|
||
BY:
|
STEVEN BARITZ
|
|
Steven Baritz
|
||
President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and a member of the Board of Directors
|
Signature
|
Title
|
Date
|
|
|
|
STEVEN BARITZ
|
President, Principal Executive Officer, Principal
|
March 17, 2015
|
Steven Baritz
|
Financial Officer, Principal Accounting Officer, and a member of the Board of Directors.
|
|
WITNESS my hand and official seal of the Department of State, at the City of Albany, on
May 5, 2014.
ANTHONY GIARDINA
Anthony Giardina
Executive Deputy
Secretary of
State
|
FIRST: | The name of the corporation is: |
SECOND: | This corporation is formed to engage in any lawful act or activity for which a corporation may be organized under the Business Corporation Law, provided that it is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained. |
THIRD: | The county, within this state, in which the office of the corporation is to be located is |
FOURTH: | The total number and value of shares of common stock which the corporation shall have authority to issue is: 200 SHARES WITH NO PAR VALUE. |
FIFTH: | The Secretary of State is designated as agent of the corporation upon whom process against it may be served. The address within or without this state to which the Secretary of State shall mail a copy of any process against the corporation served upon him or her is: |
Principle Amount: $53,000
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Issue Date; June 25, 2014
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Purchase Price: $53,000.00
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N
E
T
S
AVIN
G
S
L
IN
K
,
INC.
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By:
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STEVEN BARITZ, President
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STEVEN BARITZ
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Chief Executive Officer
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Principal Amount: $53,000.00
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Issue Date: July 11, 2014
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Purchase Price: $53,000.00
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N
E
T
S
AVIN
G
S
L
IN
K
,
INC.
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By:
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STEVEN BARITZ
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Chief Executive Officer
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Principal Amount: $16,000.00
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Issue Date: October 13, 2014
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Purchase Price: $16,000.00
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N
E
T
S
AVIN
G
S
L
IN
K
,
INC.
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By:
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STEVEN BARITZ
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Chief Executive Officer
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Principal Amount: $104,000.00
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Issue Date: December 24, 2014
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Purchase Price: $104,000.00
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P
r
epa
y
m
ent
Pe
r
i
od
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P
r
epa
y
m
ent
Per
c
en
t
a
ge
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1.
The period beginning on the Issue Date and
ending on the date which is sixty (60) days following the
Issue Date.
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125%
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2.
The period beginning on the date which is sixty-one (61) days following the Issue Date and ending on the date which is one hundred twenty (120) days following the Issue Date
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135%
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3.
The period beginning on the date which is one hundred twenty -one (121) days following the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date
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150%
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N
E
T
S
AVIN
G
S
L
IN
K
,
INC.
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By:
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STEVEN BARITZ
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Chief Executive Officer
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1. | The sublessor is: National Cancer Research Foundation |
2. | The subtenant is: Net Savings Link, Inc. |
3. | The location of the premises is: 4747-20 Nesconset Hwy, Port Jefferson Station, NY 11776 – 2865 |
4. | The term of this sublease is 1 year, beginning July 21 2014. The rent is $500.00 per month, payable in advance on the j1st day of each month. The rent is payable to: National Cancer Research Foundation, at 4747-20 Nesconset Hwy, Port Jefferson, New York, 11776 – 2865. |
5. | The sublease agreement will terminate on July 20, 2015. There shall be no holding over under the terms of this sublease agreement under any circumstances. |
6. | All charges for utilities connected with promises which are to be paid by the sublessor under the master lease shall continue be paid by the sublessor for the term of the sublease. |
7. | Subtenant to surrender and deliver to the sublessor the premises and all future and decorations within the premises in as good a condition as they were at the beginning of the term, reasonable wear and tear expected. The subtenant will be liable to the sublessor for any damages occurring on the premises or the contents thereof or to the building which are done by the subtenant or his guests. |
8. | Subtenant agrees to pay sublessor a deposit if $0.00 to cover damages and cleaning. Sublessor agrees if the premises and contents thereof are returned to him/her in the same condition as when received by the subtenant, reasonable wear and tear thereof expected, he/she she will refund to the subtenant $0.00 at the end of the term, or within 30 days thereafter. Any reason for retaining a portion of the deposit shall be explained in writing within 30 days to the subtenant. |
9. | At the time of taking possession of the premises by the subtenant, the subtenant with an inventory form within (3) days of taking possession. |
10. | This sublease agreement incorporates and is subject to the original lease agreement between the sublessor and his lessor. A copy of which is attached hereto, and which is hereby referred to and incorporated as if it were set out here at length. The subtenant agrees to assume all of the obligations and responsibilities of the sublessor under the original lease for the duration of the sublease agreement. |
11. | In the event of any legal action concerning this sublease, the losing party shall pay to the prevailing party reasonable attorney's fees and court costs to be fixed by the court wherein such judgment shall be entered. |
12. | Other: N/A |
13. | This lease constitutes the sole agreement between the parties, and no additions, deletions, or modifications may be accomplished without the written consent of both parties (ANY ORAL REPRESENTATIONS MADE AT THE TIME OF EXECTUTING THIS LEASE ARE NOT LEGALLY VALID AND, THEREFORE ARE NOT BINDING UPON EITHER PARTY). |
14. | The words "sublessor" and "subtenant" as used herein include the plural as well as singular: no regard for gender is intended by the language in the sublease. |
15. | If the subtenant is under 18 years of age, then his/her legal guardian or parent guarantees and agrees to perform all of the terms, convenants and conditions of this sublease by affixing his/her signature below. |
16. | Each signatory to this sublease acknowledges receipt of an executed copy thereof. |
17. | The parties hereby bind themselves to this agreement by their signatures affixed below on this _15_ day of _ July,_ 2014 |
SUBLESSOR
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SUBTENANT
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National Cancer Research Foundation
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Net Savings Link, Inc.
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By:
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FRED V. EICHHORN
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By:
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STEVE BARITZ, President
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Print:
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Fred V. Eichhorn
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Print:
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Steve Baritz
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Title:
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President – C.E.O.
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Title:
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C.E.O.
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1.
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I have reviewed this Form 10-K for the year ended November 30, 2014 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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March 17, 2015
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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)
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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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STEVEN BARITZ
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Steven Baritz
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Chief Executive Officer and Chief Financial Officer
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