UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
 
FORM 10-K/A-1
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2011
 
Commission File Number:   000-53346
 
NET SAVINGS LINK, INC.
(Exact name of registrant as specified in its charter)
 
NEVADA
(State or other jurisdiction of incorporation or organization)
 
101 North Garden Avenue, Suite 240
Clearwater, FL   33755
(Address of principal executive offices, including zip code)
 
727-442-2600
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to section 12(g) of the Act:
NONE
Common Stock
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YES  o    NO x
 
Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act:     YES  x    NO o
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES x    NO o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES o    NO x
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 
Large Accelerated Filer
o
Accelerated Filer
o
 
Non-accelerated Filer
o
Smaller Reporting Company
x
 
(Do not check if a smaller reporting company)
   
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES  o   NO x
 
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of March 12, 2012: $5,161,173.
 
At March 12, 2012, 201,839,513 shares of the registrant’s common stock were outstanding.
 
 
 
 

 
 
 

 
 
Reason for Amendment
 
 
We incorrectly checked the box on the face of our Form 10-K to reflect that we are a "shell company."  This amendment is being filed to correctly reflect that we are not a "shell company."
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
- 2 -
 

 
PART IV
 
ITEM 15.                      EXHIBITS.
 
   
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
 
           
4.1
Specimen Stock Certificate.
S-1
6/09/08
4.1
 
           
10.1
Employment Agreement with David Saltrelli.
8-K
3/10/10
10.1
 
           
10.2
Employment Agreement with Peter Schuster.
8-K
3/10/10
10.2
 
           
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
           
101.INS
XBRL Instance Document.
10-K
03/13/12
101.INS
 
           
101.SCH
XBRL Taxonomy Extension – Schema.
10-K
03/13/12
101.SCH
 
           
101.CAL
XBRL Taxonomy Extension – Calculations.
10-K
03/13/12
101.CAL
 
           
101.DEF
XBRL Taxonomy Extension – Definitions.
10-K
03/13/12
101.DEF
 
           
101.LAB
XBRL Taxonomy Extension – Labels.
10-K
03/13/12
101.LAB
 
           
101.PRE
XBRL Taxonomy Extension – Presentation.
10-K
03/13/12
101.PRE
 
 
 
 
 
 

 
- 3 -
 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form 10-K and has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 5 th day of April, 2012.
 
 
NET SAVINGS LINK, INC.
 
   
 
BY:
DAVID SALTRELLI
   
David Saltrelli
   
President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and a member of the Board of Directors
 
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
 
Signature
Title
Date
 
 
 
DAVID SALTRELLI
President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer,
April 5, 2012
David Saltrelli
and a member of the Board of Directors.
 
 
 
 
PETER SCHUSTER
Secretary, Treasurer and a member of the Board of Directors
April 5, 2012
Peter Schuster
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
- 4 -
 

 
EXHIBIT INDEX
 
   
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
 
           
4.1
Specimen Stock Certificate.
S-1
6/09/08
4.1
 
           
10.1
Employment Agreement with David Saltrelli.
8-K
3/10/10
10.1
 
           
10.2
Employment Agreement with Peter Schuster.
8-K
3/10/10
10.2
 
           
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
           
101.INS
XBRL Instance Document.
10-K
03/13/12
101.INS
10-K
           
101.SCH
XBRL Taxonomy Extension – Schema.
10-K
03/13/12
101.SCH
10-K
           
101.CAL
XBRL Taxonomy Extension – Calculations.
10-K
03/13/12
101.CAL
10-K
           
101.DEF
XBRL Taxonomy Extension – Definitions.
10-K
03/13/12
101.DEF
10-K
           
101.LAB
XBRL Taxonomy Extension – Labels.
10-K
03/13/12
101.LAB
10-K
           
101.PRE
XBRL Taxonomy Extension – Presentation.
10-K
03/13/12
101.PRE
10-K
 
 
 
 
 
 
 
 
 
 
 

 
- 5 -
 

 
 
Exhibit 31.1
 
 
 
SARBANES-OXLEY SECTION 302(a) CERTIFICATION
 
I, David Saltrelli, certify that:
 
1.
I have reviewed this amended Form 10-K for the year ended November 30, 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:    April 5, 2012
DAVID SALTRELLI
 
David Saltrelli
 
Principal Executive Officer and Principal Financial Officer
 

 
 
 


 
Exhibit 32.1
 
 
 
 
 
CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 
In connection with this amended Annual Report of Net Savings Link, Inc. (the “Company”) on Form 10-K for the year ended November 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “report”), I, David Saltrelli, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
 
(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.
 
Dated this 5 th day of April, 2012.
 
 
DAVID SALTRELLI
 
David Saltrelli
 
Chief Executive Officer and Chief Financial Officer