[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, 2015
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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
(Do not check if smaller reporting company)
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[ ]
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Smaller Reporting Company
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[X]
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Page
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FINANCIAL STATEMENTS (unaudited)
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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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9
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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11
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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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12
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14
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15
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May 31,
2015
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November 30,
2014
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|||||||
ASSETS
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||||||||
Current assets
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||||||||
Cash
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$
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12,852
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$
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9,756
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||||
Other current assets
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28,403
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3,249
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||||||
Total Current Assets
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41,255
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13,005
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||||||
TOTAL ASSETS
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$
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41,255
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$
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13,005
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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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52,866
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$
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35,647
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Notes payable
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5,000
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-
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||||||
Notes payable-Related party
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2,000
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|||||||
Due to related parties
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75,603
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67,808
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Derivative liabilities
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299,018
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390,020
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Convertible notes payable, net of debt discount of $7,579 and $23,900,
respectively
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207,801
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157,020
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Total Current Liabilities
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640,288
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652,495
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STOCKHOLDERS' EQUITY(DEFICIT)
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Series A Preferred Stock, $0.0001 par value, 100,000,000 shares authorized,
5,000,000 and 1,500,000 shares issued and outstanding, respectively
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50
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15
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||||||
Series B Convertible Preferred Stock, $0.0001 par value, 25,000,000 shares
authorized, no shares issued and outstanding
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-
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-
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Common stock, $0.001 par value, 1,000,000,000 shares authorized,
2,999,837,408 and 1,593,677,408 shares issued and outstanding, respectively
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2,999,838
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1,593,678
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||||||
Additional paid-in capital
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(1,682,803
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)
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(1,279,643
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)
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Accumulated deficit
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(1,916,118
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)
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(953,540
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)
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Total Stockholders' Equity (deficit)
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(599,033
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)
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(639,490
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)
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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$
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41,255
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$
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13,005
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Three Months
Ended
May 31, 2015
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From Inception
on May 4, 2014
Through
May 31, 2014
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Six Months
Ended
May 31, 2015
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REVENUES
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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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OPERATING EXPENSES
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Depreciation and amortization expense
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-
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-
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-
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Officer Compensation
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668,809
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-
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705,795
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General and administrative
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49,924
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-
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83,507
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|||||||||
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Total Operating Expenses
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718,733
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-
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789,302
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OPERATING LOSS
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718,733
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-
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789,302
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OTHER EXPENSE
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Loss on derivative
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141,653
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-
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17,417
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Interest expense
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57,885
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-
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155,859
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Total Other Expense
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199,538
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-
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173,276
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NET LOSS
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$
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(918,271
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)
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$
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-
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$
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(962,578
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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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-
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$
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(0.00
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)
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BASIC WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING
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2,771,773,493
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-
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2,462,799,551
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For the Six
Months Ended
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From Inception
on May 4, 2014
Through
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May 31, 2015
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May 31, 2014
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$
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(962,578
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)
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$
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-
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Items to reconcile net loss to net cash used in operating activities:
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Debt discount amortization
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138,321
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-
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Debt offering cost amortization
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8,348
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-
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Loss on derivative
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17,417
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-
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Preferred stock issued for services
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631,000
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-
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Changes in operating assets and liabilities
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Increase in current assets
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(24,500
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)
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-
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Increase in accounts payable and accrued liabilities
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20,293
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-
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Increase in related party accounts payable
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74,795
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-
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Net Cash Used in Operating Activities
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(96,904
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)
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-
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CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from convertible notes payable
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104,000
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-
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Proceeds from notes payable
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5,000
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-
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Cash paid for debt offering costs
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(9,000
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)
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-
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Net Cash Provided by Financing Activities
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100,000
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-
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INCREASE (DECREASE) IN CASH
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3,096
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-
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CASH AT BEGINNING OF PERIOD
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9,756
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-
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CASH AT END OF PERIOD
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$
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12,852
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$
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-
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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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72,612
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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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122,000
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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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230,420
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$
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-
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Payment of accrued payroll and related part note payable with common stock
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$
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69,000
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$
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-
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1.
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Nature of Operations and Continuance of Business
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Derivative liabilities November 30, 2014
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$
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390,020
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Addition of new derivative
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304,772
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Reclassification of derivative liability to additional paid-in capital due to
promissory note conversions
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(230,419
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)
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Gains on change in fair value
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(165,355
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)
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Balance at May 31, 201
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$
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299,018
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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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(182,772
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)
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Gain on change in fair value
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165,355
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Gain on derivative liabilities
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$
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17,417
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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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299,018
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$
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299,018
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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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ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
May 31,
2015
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November 30,
2014
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Current Assets
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$
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41,255
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$
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13,005
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Current Liabilities
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640,288
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652,495
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Working Capital (Deficit)
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$
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599,033
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$
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(639,490
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)
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For the Six
Months Ended
May 31, 2015
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From Inception
on May 4, 2014
Through
May 31, 2014
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Cash Flows Used in Operating Activities
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$
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(96,904
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)
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$
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-
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Cash Flows Provided by Financing Activities
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100,000
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-
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Net Increase (Decrease) in Cash During Period
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3,096
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-
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Incorporated by reference
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Filed
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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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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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3.3
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Amended Articles of Incorporation.
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8-K
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8/06/12
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3.1
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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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Equity Purchase Agreement with Southridge Partners II, LP.
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10-Q
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4/23/12
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10.3
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10.2
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Employment Agreement – David M. Pecoraro.
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10-Q
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5/05/2015
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10.1
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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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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, 2015 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 20, 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) | 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. |
STEVEN BARITZ
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Steven Baritz
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Chief Executive Officer and Chief Financial Officer
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