[X]
|
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MAY 31, 2011
|
OR
|
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Large Accelerated Filer
|
[ ]
|
Accelerated Filer
|
[ ]
|
||
Non-accelerated Filer
|
[ ]
|
Smaller Reporting Company
|
[X]
|
||
(Do not check if smaller reporting company)
|
TABLE OF CONTENTS
|
Page
|
|
|
||
|
||
FINANCIAL STATEMENTS
|
3
|
|
|
||
Consolidated Balance Sheets
as of May 31, 2011 (unaudited) and November 30, 2010
|
F-1 – F-2
|
|
Consolidated Statements of Operations
for the three months ended May 31, 2011 (unaudited) and May 31, 2010 (unaudited), six months ended May 31, 2011 (unaudited) and May 31, 2010 (unaudited), and for the period from inception to May 31, 2011 (unaudited)
|
F-3
|
|
Consolidated Statements of Cash Flows
for the three months ended May 31, 2011 (unaudited) and May 31, 2010 (unaudited), six months ended May 31, 2011 (unaudited) and May 31, 2010 (unaudited), and for the period from inception to May 31, 2011 (unaudited)
|
F-4
|
|
Notes to the Consolidated Financial Statements
(unaudited)
|
F-5
|
|
|
||
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
10
|
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
12
|
|
CONTROLS AND PROCEDURES.
|
12
|
|
|
||
|
||
RISK FACTORS.
|
13
|
|
EXHIBITS.
|
13
|
|
|
||
14
|
||
|
||
15
|
May 31,
2011
|
November 30,
2010
|
||||
Current assets
|
|||||
Cash
|
$
|
563,381
|
$
|
21,366
|
|
Prepaid expenses and other current assets
|
9,247
|
-
|
|||
Total Current Assets
|
572,628
|
21,366
|
|||
Property and equipment, net of accumulated depreciation of $998
|
34,917
|
-
|
|||
Website development
|
78,565
|
40,000
|
|||
Total Assets
|
$
|
686,110
|
$
|
61,366
|
February 21,
|
||||||||||||||
Three Months Ended
|
Six Months Ended
|
2007
|
||||||||||||
May 31,
|
May 31,
|
(Inception) to
|
||||||||||||
2011
|
2010
|
2011
|
2010
|
May 31, 2011
|
||||||||||
REVENUES
|
$
|
402
|
$
|
-
|
$
|
402
|
$
|
-
|
$
|
402
|
||||
OPERATING EXPENSES
|
||||||||||||||
Depreciation expense
|
998
|
-
|
998
|
-
|
998
|
|||||||||
General and administrative
|
165,384
|
18,928
|
221,630
|
23,871
|
529,925
|
|||||||||
Total Operating Expenses
|
166,382
|
18,928
|
222,628
|
23,871
|
530,923
|
|||||||||
OPERATING LOSS
|
(165,980)
|
(18,928)
|
(222,226)
|
(23,871)
|
(530,521)
|
|||||||||
OTHER INCOME (EXPENSE)
|
||||||||||||||
Loss on derivative
|
(1,401,014)
|
-
|
(1,411,728)
|
-
|
(1,411,728)
|
|||||||||
Interest expense
|
(82,804)
|
-
|
(83,215)
|
-
|
(83,215)
|
|||||||||
Other income
|
-
|
-
|
-
|
-
|
113,453
|
|||||||||
Total Other Income
(Expense)
|
(1,483,818)
|
-
|
(1,494,943)
|
-
|
(1,381,490)
|
|||||||||
NET LOSS
|
$
|
(1,649,798)
|
$
|
(18,928)
|
$
|
(1,717,169)
|
$
|
(23,871)
|
$
|
(1,912,011)
|
||||
BASIC NET LOSS PER COMMON
SHARE
|
$
|
(0.00)
|
$
|
(0.00)
|
$
|
(0.00)
|
$
|
(0.00)
|
||||||
BASIC WEIGHTED AVERAGE
NUMBER OF COMMON SHARES
OUTSTANDING
|
185,760,000
|
5,160,000
|
185,760,000
|
5,160,000
|
Beginning balance
|
$
|
-
|
Gross proceeds from the notes payable
|
849,932
|
|
Less: debt discount from conversion options
|
(849,932)
|
|
Add: amortization of discount
|
69,173
|
|
Total notes payable
|
$
|
69,173
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||
Assets
|
||||||||
None
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
Liabilities
|
||||||||
Derivative Financial instruments
|
$
|
-
|
$
|
-
|
$
|
2,261,660
|
$
|
2,261,660
|
Debt discount
|
$
|
849,932
|
Day one loss on fair value
|
1,276,759
|
|
May 31, 2011 loss on change in fair value
|
134,969
|
|
Balance at May 31, 2011
|
$
|
2,261,660
|
|
May 31,
|
November 30,
|
||
|
2011
|
2010
|
||
Current Assets
|
$
|
572,628
|
$
|
21,366
|
Current Liabilities
|
2,444,216
|
178,476
|
||
Working Capital (Deficit)
|
$
|
(1,871,588)
|
$
|
(157,110)
|
|
Six months ended
|
Six months ended
|
||
|
May 31, 2011
|
May 31, 2010
|
||
Cash Flows used in Operating Activities
|
$
|
(233,437)
|
$
|
(19,901)
|
Cash Flows used in Investing Activities
|
(74,480)
|
-
|
||
Cash Flows provided by Financing Activities
|
849,932
|
16,193
|
||
Net Increase (decrease) in Cash During Period
|
$
|
542,015
|
$
|
(3,708)
|
Incorporated by reference
|
|||||
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
Filed herewith
|
3.1
|
Articles of Incorporation.
|
S-1
|
6/09/08
|
3.1
|
|
|
|||||
3.2
|
Bylaws.
|
S-1
|
6/09/08
|
3.2
|
|
|
|||||
4.1
|
Specimen Stock Certificate.
|
S-1
|
6/09/08
|
4.1
|
|
|
|||||
14.1
|
Code of Ethics.
|
S-1
|
6/09/08
|
14.1
|
|
|
|||||
31.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|||||
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
NET SAVINGS LINK INC.
|
||
|
(the “Registrant”)
|
|
|
||
BY:
|
DAVID SALTRELLI
|
|
David Saltrelli
|
||
President, Principal Executive Officer, Principal Accounting Officer and a member of the Board of Directors
|
Incorporated by reference
|
|||||
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
Filed herewith
|
3.1
|
Articles of Incorporation.
|
S-1
|
6/09/08
|
3.1
|
|
|
|||||
3.2
|
Bylaws.
|
S-1
|
6/09/08
|
3.2
|
|
|
|||||
4.1
|
Specimen Stock Certificate.
|
S-1
|
6/09/08
|
4.1
|
|
|
|||||
14.1
|
Code of Ethics.
|
S-1
|
6/09/08
|
14.1
|
|
|
|||||
31.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|||||
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
1.
|
I have reviewed this
Form 10-Q for the period ended May 31, 2011 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: July 20, 2011
|
DAVID SALTRELLI
|
David Saltrelli
|
|
Principal Executive Officer and Principal Financial Officer
|
(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.
|
DAVID SALTRELLI
|
|
David Saltrelli
|
|
Chief Executive Officer and Chief Financial Officer
|