UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X]
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2013
FEBRUARY 28, 2014
OR
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission File Number 000-53346
 
NET SAVINGS LINK, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
(State of incorporation)

140 Island Way, Suite 280
Clearwater, FL   33767

(Address of principal executive offices)
 
(727) 442-2600
(Registrant’s telephone number)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days.   YES [X]     NO [   ]

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 (SS 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 [   ]     NO [X]

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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 Large Accelerated Filer[   ] Accelerated Filer[   ]
 Non-accelerated Filer[   ] Smaller Reporting Company[X]
 (Do not check if smaller reporting company)   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES [   ]     NO [X]

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of October 18, 2013,April 19, 2014, there were 94,519,10164,079,458 shares of the registrant’s $0.001 par value common stock issued and outstanding.




 
 


TABLE OF CONTENTS
Page
  
PART I.  FINANCIAL INFORMATION
 
   
ITEM 1.
FINANCIAL STATEMENTS3
   
 
Consolidated Balance Sheets as of August 31, 2013 (Unaudited) and November 30, 2012
3
 
Consolidated Statements of Operations for the three months and nine months ended August 31, 2013
and 2012 (Unaudited)
4
 
Consolidated Statements of Cash Flows for the nine months ended August 31, 2013 and 2012
(Unaudited)
5
 
Notes to the UnauditedConsolidated Financial Statements
6
   
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION.OPERATIONS.
1110
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.1312
ITEM 4.
CONTROLS AND PROCEDURES.1312
   
PART II.  OTHER INFORMATION
 
   
ITEM 1A.
RISK FACTORS.1412
ITEM 2.
UNREGISTERED SALE OF EQUITY SECURITIES.12
ITEM 5.
OTHER INFORMATION.13
ITEM 6.
EXHIBITS.1413
   
Signatures
1514
  
Exhibit Index
1615


Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements that may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Net Savings Link, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, except as otherwise indicated by the context, references in this report to “Company”, “we”, “us” and “our” are references to Net Savings Link, Inc. 


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PART I - FINANCIAL INFORMATION

ITEM 1.              FINANCIAL STATEMENTS.

NET SAVINGS LINK, INC.
Balance Sheets
(Unaudited)

 August 31, November 30,
ASSETS2013 2012
Current assets     
Cash$6,753 $18,131
Prepaid expenses and other current assets 2,864  4,037
      
Total Current Assets 9,617  22,168
      
Property and equipment, net of accumulated depreciation of $29,305 and
$19,887, respectively
 8,368  17,785
Website development, net of accumulated amortization of $33,390 and
$21,605, respectively
 45,175  56,960
      
Total Assets$63,160 $96,913
      
      
LIABILITIES AND STOCKHOLDERS’ DEFICIT     
Current Liabilities:     
Accounts payable and other liabilities$43,005 $48,281
       Due to related parties   272,255   128,255
Derivative liability 23,358  54,062
Convertible notes payable, net of debt discount of $0 and $8,119,
respectively
 129,050  132,581
      
Total Current Liabilities 467,668  363,179
      
      
STOCKHOLDERS’ DEFICIT     
      
Series A Preferred stock, $0.0001 par value, 100,000,000 shares authorized,
1,500,000 and 1,500,000 shares issued and outstanding, respectively
 15  15
Common stock, $0.001 par value, 1,000,000,000 shares authorized,
80,614,053 and 28,555,576 shares issued and outstanding, respectively
 80,614  28,556
Additional paid-in capital 3,659,787  3,447,983
Accumulated deficit (4,144,924)  (3,742,820)
      
Total Stockholders’ Deficit (404,508)  (266,266)
      
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFECIT$63,160 $96,913

  
February 28,
2014
  
November 30,
2013
 
ASSETS      
       
Current assets      
Cash $1,870  $2,800 
Other current assets  2,479   1,532 
         
Total Current Assets  4,349   4,332 
         
Property and equipment, net of accumulated depreciation of $37,672 and
$32,444, respectively
  -   5,228 
         
TOTAL ASSETS $4,349  $9,560 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
         
Current Liabilities:        
Accounts payable and accrued liabilities $33,485  $36,362 
Due to related parties  365,755   317,755 
Derivative liabilities  175,115   90,699 
Convertible notes payable, net of debt discount of $10,516 and $0,
respectively
  111,679   115,693 
         
Total Current Liabilities  686,034   560,509 
         
STOCKHOLDERS’ EQUITY(DEFICIT)        
Series A Preferred Stock, $0.0001 par value, 100,000,000 shares
authorized, 1,500,000 and 1,500,000 shares issued and outstanding,
respectively
  15   15 
Common stock, $0.001 par value, 1,000,000,000 shares authorized,
164,079,458 and 108,591,412 shares issued and outstanding, respectively
  164,079   108,591 
Additional paid-in capital  3,728,296   3,710,954 
Accumulated deficit  (4,574,075)  (4,370,509)
         
Total Stockholders’ Equity (deficit)  (681,685)  (550,949)
         
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $4,349  $9,560 



The accompanying notes are an integral part of these unaudited financial statements.

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NET SAVINGS LINK, INC.
Statements of Operations
(Unaudited)


For the Three
Months Ended
August 31,
 
For the Nine
Months Ended
August 31,
2013 2012 2013 2012 
For the Three Months Ended
February 28,
 
           2014  2013 
REVENUES$- $15,912 $17,192 $73,634 $-  $6,066 
                  
OPERATING EXPENSES                  
Depreciation and amortization expense 7,068  7,067  21,203 21,203
Depreciation and amortization  5,228   7,068 
General and administrative 62,129  281,752  249,315  897,057  69,748   68,753 
                  
Total Operating Expenses 69,197  288,819  270,518  918,260  74,976   75,821 
                  
OPERATING LOSS  (69,197)   (272,907)   (253,326)  (844,626)  (74,976)  (69,755)
                  
OTHER INCOME (EXPENSE)          
Income (loss) on derivative 621  6,945  (74,525) 6,945
OTHER EXPENSE        
Loss on derivative  (96,441)  (48,458)
Interest expense (7,575)  (134,284)  (74,253)  (181,570)  (32,149)  (58,559)
                  
Total Other Income (Expense) (6,954)  (127,339)  (148,778)  (174,625)
Total Other Expense  (128,590)  (107,017)
                  
NET LOSS$(76,151) $(400,246) $(402,104) $(1,019,251) $(203,566) $(176,772)
                  
BASIC NET LOSS PER COMMON SHARE$(0.00) $(0.03) $(0.01) $(0.07) $(0.00) $(0.00)
                  
BASIC WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING
 69,223,279  14,869,864  54,611,333  13,776,297  133,054,210   38,362,294 




















The accompanying notes are an integral part of these unaudited financial statements.

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NET SAVINGS LINK, INC.
Statements of Cash Flows
(Unaudited)


For the Nine Months Ended
August 31,
 
For the Three Months Ended
February 28,
 
2013 2012 2014  2013 
          
CASH FLOWS FROM OPERATING ACTIVITIES          
      
Net loss$(402,104) $(1,019,251) $(203,566) $(176,772)
Items to reconcile net loss to net cash used in operating activities:            
Depreciation and amortization 21,203 21,203  5,228   7,068 
Debt discount amortization 58,119 186,547  31,091   54,961 
Debt offering cost amortization 3,933 6,781  1,058   1,171 
Loss on derivative 74,525 (6,945)  96,441   48,458 
Common stock issued for services - 446,571
Changes in operating assets and liabilities:    
Increase in accounts receivable (61) (25,000)
(Increase) decrease in prepaid and other assets 2,799 (1,444)
Changes in operating assets and liabilities        
Increase in other assets  (1,500)  (61)
Increase (decrease) in accounts payable and accrued liabilities 1,308 (898)  (877)  9,093 
Increase in related party accounts payable 144,000  53,109  48,000   48,000 
Net Cash Used in Operating Activities (96,278)  (339,327)  (24,125)  (8,082)
            
CASH FLOWS FROM FINANCING ACTIVITIES        
            
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from convertible note payable 90,400 247,500
Proceeds from convertible notes payable  23,700   - 
Cash paid for debt offering costs (5,500)  (10,500)  (505)  - 
Net Cash Provided by Financing Activities 84,900  237,000  23,195   - 
            
DECREASE IN CASH (11,378) (102,327)
INCREASE (DECREASE) IN CASH  (930)  (8,082)
            
CASH AT BEGINNING OF PERIOD 18,131  174,923  2,800   18,131 
            
CASH AT END OF PERIOD$6,753 $72,596 $1,870  $10,049 
            
CASH PAID FOR:            
Interest$- $- $-  $- 
Income taxes$- $- $-  $- 
            
NON-CASH FINANCING ACTIVITIES:            
            
Common stock issued for convertible notes and interest$108,634 $77,329
Common stock issued for convertible notes and accrued interest $23,805  $79,684 
Discount on convertible notes payable from derivative instrument$50,000 $182,006 $37,000  $50,000 
Reclass of derivative to additional paid-in capital from debt conversion$155,229 $81,667
Discount on convertible notes due to legal fees$- $50,000
Derivative liability due to warrants$- $38,825
Debt discount for warrants$- $19,405
Preferred stock issued for related party receivable$- $2,500
Settlement of derivative liability to additional paid-in capital $49,025  $125,032 






The accompanying notes are an integral part of these unaudited financial statements.

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NET SAVINGS LINK, INC.
Notes to the Unaudited Financial Statements


1.    Nature of Operations and Continuance of Business

The unaudited interim financial statements included herein have been prepared by Net Savings Link, Inc. (“NSL” or the “Company”) in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. We suggest that these interim financial statements be read in conjunction with the audited financial statements and notes thereto included in our Form 10-K for the year ended November 30, 2012,2013, as filed with the SEC. We believe that all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein and that the disclosures made are adequate to make the information not misleading.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year as reported in Form 10-K have been omitted.


2.    Going Concern

NSL’s financial statements are prepared using Generally Accepted Accounting Principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, NSL has generated minimal revenue and accumulated significant losses since inception. As of August 31, 2013,February 28, 2014, company has accumulated deficit of $4,144,924$4,574,075 and a working capital deficit of $458,051.$681,685. All of these items raise substantial doubt about its ability to continue as a going concern.  Management’s plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about the NSL’s ability to continue as a going concern are as follows:

In order to fund the start-up of operations during the year ended November 30, 2012, NSL entered into several financing transactions in 2012 and 2013 and continues to try to raise funds in fiscal 2013.2014. The continuation of NSL as a going concern is dependent upon its ability to generating profitable operations that produce positive cash flows.  If NSL is not successful, it may be forced to raise additional debt or equity financing.

There can be no assurance that NSL will be able to achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan.  The ability of NSL to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


3.    Related Party Transactions

As of August 31, 2013February 28, 2014 and November 30, 2012,2013, the Company owed $122,828$168,328 and $50,828,$144,328, respectively, to the President and CEO of the Company for back due wages.

As of August 31, 2013February 28, 2014 and November 30, 2012,2013, the Company owed $149,427$197,427 and $77,427,$173,427, respectively, to the Vice President and director of the Company for back due wages.


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4.    Convertible Promissory Notes Payable

On March 8, 2013,During the Company received funding from an Unsecured Convertible Promissory Note in the amount of $42,500.  The Convertible Promissory Note is unsecured, due November 4, 2013, accrued interest at 8% per annum and is convertible, at the option ofthree months ended February 28, 2014, the holder into shares of the Company’s common stock after 180 days from issuance at forty one percent (41%) of the fair market value of one share of the Company’s common stock based on the average of the three lowest bid prices of the Company’s common stock during the ten trading days prior to the conversion date.

On April 8, 2013, the Company received funding from a Unsecured Convertible Promissory Note in the amount of $10,900.  The Convertible Promissory Note is unsecured, due January 10, 2014 accrued interest at 8% per annum and is convertible, at the option of the holder, into shares of the Company’s common stock after 180 days from issuance at thirty five percent (35%) of the fair market value of one share of the Company’s common stock based on the average of the two lowest bid prices of the Company’s common stock during the ninety trading days prior to the conversion date.

On June 25, 2013, the Company received funding from a Unsecured Convertible Promissory Note in the amount of $37,000.  The Convertible Promissory Note is unsecured, due March 27, 2014 accrued interest at 8% per annum and is convertible, at the option of the holder, into shares of the Company’s common stock after 180 days from issuance at thirty five percent (35%) of the fair market value of one share of the Company’s common stock based on the average of the two lowest bid prices of the Company’s common stock during the ninety trading days prior to the conversion date.

Due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options embedded in the Convertible Promissory Notes, the conversion options, once available, will be deemed and classified as derivative liabilities and recorded at fair value.

During the nine months ended August 31, 2013, holders of three Convertible Promissory Notes elected to convert a total of $102,050$21,805 in principal and $6,584$2,000 in interest into 42,183,39355,488,046 shares of the Company’s common stock at an average conversion price of $0.002$0.0004 per share.

During February 2014, NSL issued an Unsecured Convertible Promissory Note for $27,300 (the “2014 Convertible Promissory Note”).  The Company deferred2014 Convertible Promissory Note is unsecured, due nine months from the date of issuance, accrues interest at 8% per annum and is convertible into shares of NSL’s common stock at any time at the option of the holder at a totaldiscount from market of $5,50050% of debt offering costs relatedthe fair market value of one share of NSL’s common stock based on the lowest bid during the thirty days prior to the above issued Unsecured Promissory Notes and is amortizing the costs to expense over the life of the Unsecured Promissory Note issuance. Unamortized debt issuance costs totaled $2,803 and $1,237 at August 31, 2013 and November 30, 2012, respectively.conversion date.


5.      Derivative Liabilities

NSL analyzed the conversion options embedded in the Convertible Promissory Notes for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined that the instruments embedded in the above referenced convertible promissory notes should be classified as liabilities and recorded at fair value due to their being no explicit limit to the number of shares to be delivered upon settlement of the conversion options. Additionally, the above referenced convertible promissory notes contain dilutive issuance clauses.  Under these clauses, based on future issuances of NSL’s common stock or other convertible instruments, the conversion price of the above referenced convertible promissory notes can be adjusted downward. Because the number of shares to be issued upon settlement of the above referenced convertible promissory notes cannot be determined under this instrument, NSL cannot determine whether it will have sufficient authorized shares at a given date to settle any other future share instruments. 

During the ninethree months ended August 31, 2013,February 28, 2014, a Convertible Promissory Note became convertible into shares of the Company’s common stock. The fair value of the conversion option was determined to be $64,739$117,310 using a Black-Scholes option-pricing model.  Upon the date the Convertible Promissory Notes became convertible, $50,000$37,000 was recorded as debt discount $64,739 was recorded as day one derivative liability and $14,739$80,310 was recorded as day one loss on derivative liability.
 

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During the ninethree months ended August 31, 2013, $102,050February 28, 2014, $21,805 in principal and $6,584 in accrued interest amounts of Convertible Promissory Notes were converted into common stock (see Notes 4 and 6), $155,229$49,025 in related derivative liability was extinguished through a charge to paid-in capital and $74,525$24,512  was recorded as a net loss on mark-to-market of the conversion options and warrants.

The following table summarizes the derivative liabilities included in the balance sheet at August 31, 2013:February 28, 2014:

Derivative liabilities November 30, 2012$54,062
Derivative liabilities November 30, 2013 $90,699 
Addition of new derivative 64,739  37,000 
Reclassification of derivative liability to additional paid-in capital due to
promissory note conversions
 
 
(155,229)
  (49,025)
Losses on change in fair value 59,786  96,441 
Balance at August 31, 2013$23,358
Balance at February 28, 2014 $175,115 

The following table summarizes the loss on derivative liabilities included in the income statement for the ninethree months ended August 31, 2013:February 28, 2014:

Excess of fair value of conversion option derivative liabilities over the related
notes payable
$
 
83,716
 $80,310 
Day-one loss on addition of new derivative 14,739
Gains on change in fair value (23,930)
Losses on change in fair value  16,131 
Loss on derivative liabilities$74,525 $96,441 

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NSL valued its derivatives liabilities using the Black-Scholes option-pricing model.  Assumptions used during the three months ended August 31, 2013February 28, 2014 include (1) risk-free interest rates between 0.01%0.02% to 1.06%1.52%, (2) lives of between 0 and 65.3 years, (3) expected volatility of between 74%176% to 1,253%2,583%, (4) zero expected dividends, (5) conversion prices as set forth in the related instruments, and (6) the common stock price of the underlying share on the valuation dates.


6.    Common Stock

Common Stock Reverse Split

Effective March 15,On December 11, 2013, the Company executed at 15-for-1 reverse split of its common stock.  The effect of the reverse split has been shown retrospectively for all references to issuances of common stock in the financial statements and these footnotes.

Common Stock Issuances

On December 12, 2012, the Company issued 2,648,4304,695,652 shares of common stock for $3,585$2,560 of debt, and $2,970or $0.00055 per share.

On December 17, 2013, the Company issued 4,696,970 shares of accrued interest,common stock for $1,550 of debt, or $0.0025$0.00033 per share.

On December 23, 2013, the Company issued 4,696,970 shares of common stock for $1,550 of debt, or $0.00033 per share.

On December 30, 2013, the Company issued 4,696,970 shares of common stock for $1,550 of debt, or $0.00033 per share.

On January 7, 2013,15, 2014, the Company issued 712,6443,809,091 shares of common stock for $3,100 of debt, or $0.0043 per share.
On January 10, 2013, the Company issued 1,540,231 shares of common stock for $5,200$2,190 of debt and $1,500$2,000 of accrued interest, or $0.0043$0.0011 per share.

On January 13, 2013,23, 2014, the Company issued 2,820,0754,693,878 shares of common stock for $11,315 of debt and $318 of accrued interest, or $0.0043 per share.


On January 15, 2013, the Company issued 1,586,207 shares of common stock for $6,900$2,300 of debt, or $0.0041$0.00049 per share.

On January 16, 2013,28, 2014, the Company issued 3,590,2494,693,878 shares of common stock for $16,225 of debt and $66 of accrued interest, or $0.0043 per share.

On January 29, 2013, the Company issued 3,592,881 shares of common stock for $11,725 of debt and $132 of accrued interest, or $0.0033 per share.

On January 30, 2013, the Company issued 1,565,218 shares of common stock for $5,400$2,300 of debt, or $0.0034$0.00049 per share.

On February 13, 2013,3, 2014, the Company issued 2,928,7404,707,317 shares of common stock for $7,150$1,930 of debt, and $98or $0.00041 per share.

On February 5, 2014, the Company issued 4,708,333 shares of accrued interest,common stock for $1,695 of debt, or $0.0025$0.00036 per share.

On February 11, 2014, the Company issued 4,709,677 shares of common stock for $1,460 of debt, or $0.00031 per share.

On February 14, 2014, the Company issued 4,689,655 shares of common stock for $1,360 of debt, or $0.00029 per share.

On February 20, 2013,2014, the Company issued 1,568,6284,689,655 shares of common stock for $4,000$1,360 of debt, or $0.0025$0.00029 per share.

On March 20, 2013, the Company issued 2,549,027 shares of common stock for $6,500 of debt, or $0.0026 per share.

On April 2, 2013, the Company issued 2,500,000 shares of common stock for $4,500 of debt, or $0.0018 per share.

On April 22, 2013, the Company issued 2,777,778 shares of common stock for $5,000 of debt, or $0.0018 per share.

On June 13, 2013, the Company issued 2,909,090 shares of common stock for $1,700 of debt and $1,500 of accrued interest, or $0.0011 per share.
On June 21, 2013, the Company issued 2,933,333 shares of common stock for $4,400 of debt, or $0.0015 per share.

On July 8, 2013, the Company issued 3,000,000 shares of common stock for $3,600 of debt, or $0.0012 per share.

On July 22, 2013, the Company issued 2,916,667 shares of common stock for $3,500 of debt, or $0.0012 per share.
On July 31, 2013, the Company issued 3,440,960 shares of common stock for $3,200 of debt, or $0.0009 per share.

On August 7, 2013, the Company issued 2,977,528 shares of common stock for $2,650 of debt, or $0.0009 per share.
On August 16, 2013, the Company issued 3,500,000 shares of common stock for $2,450 of debt, or $0.0007 per share.


7.    Financial Instruments

ASC 820, Fair Value Measurements (ASC 820) and ASC 825, Financial Instruments (ASC 825), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

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Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

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Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

NSL’s financial instruments consist principally of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The following table sets forth by level with the fair value hierarchy the Company’s financial assets and liabilities measured at fair value on August 31, 2013:February 28, 2014:

Level 1Level 2Level 3Total Level 1  Level 2  Level 3  Total 
Assets                    
None$-$-$-$- $-  $-  $-  $- 
Liabilities                        
Derivative financial instruments$-$-$23,358$23,358 $-  $-  $175,115  $175,115 

The following table sets forth by level with the fair value hierarchy the Company’s financial assets and liabilities measured at fair value on November 30, 2012:2013:

Level 1Level 2Level 3Total Level 1  Level 2  Level 3  Total 
Assets                    
None$-$-$-$- $-  $-  $-  $- 
Liabilities                        
Derivative financial instruments$-$-$54,062$54,062 $-  $-  $90,699  $90,699 


8.    Subsequent Events

On October 2, 2013, the Company received funding from a Unsecured Convertible Promissory Note in the amount of $20,500.  The Convertible Promissory Note is unsecured, due July 7, 2014 accrued interest at 8% per annum and is convertible, at the option of the holder, into shares of the Company’s common stock after 180 days from issuance at thirty five percent (35%) of the fair market value of one share of the Company’s common stock based on the average of the two lowest bid prices of the Company’s common stock during the ninety trading days prior to the conversion date.

On September 3, 2013, the Company issued 3,456,790 shares of common stock for $2,800 of debt, or $0.00081 per share.

On September 25, 2013, the Company issued 3,500,000 shares of common stock for $2,450 of debt, or $0.0007 per share.

On September 30, 2013, the Company issued 3,500,000 shares of common stock for $2,450 of debt, or $0.0007 per share.
On October 7, 2013, the Company issued 3,448,276 shares of common stock for $2,000 of debt, or $0.0006 per share.

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Table of Contents

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

FORWARD-LOOKING STATEMENTS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

RESULTS OF OPERATIONS

Working Capital

 August 31, November 30, February 28,  November 30, 
 2013 2012 2014  2013 
Current Assets$9,617$22,168 $4,349  $4,332 
Current Liabilities 467,668 363,179  686,034   560,509 
Working Capital (Deficit)$(458,051)$(341,011) $(681,685) $(556,177)

Cash Flows

 Nine months ended Nine months ended Three months ended  Three months ended 
 August 31, 2013 August 31, 2012 February 28, 2014  February 28, 2013 
Cash Flows Used in Operating Activities$(96,278)$(339,327) $(24,125) $(8,082)
Cash Flows Used in Investing Activities  -   - 
Cash Flows Provided by Financing Activities 84,900 237,000  23,195   - 
Net Increase (Decrease) in Cash During Period$(11,378)$(102,327) $(930) $(8,082)

Balance Sheet

As at August 31, 2013,February 28, 2014, the Company had total assets of $63,160$4,349 compared with total assets of $96,913$9,560 as at November 30, 2012.2013.  The assets are mainly comprised of prepaid expenses and cash balances in the Company’s bank account and website development costs.account.

The Company had total liabilities of $467,668$686,034 at August 31, 2013February 28, 2014 compared with $363,179$560,509 as at November 30, 2012.2013.  The increase in total liabilities is mainly attributed to the accrual of $144,000an $84,416 increase in unpaidderivative liability and a $48,000 increase in accrued wages, and $90,400 in convertible notes payable, partially offset by net reductions in derivative liabilities and convertible notes payable of approximately $124,000 related to the conversion of $23,805 in convertible promissory notes.debt and accrued interest to common stock.

Operating Revenues

During the three months ended August 31, 2013,February 28, 2014, the Company received $0 in revenue, compared to $15,912$6,066 of revenue in the same period ended August 31, 2012.February 28, 2013.


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Table of Contents

During the nine months ended August 31, 2013, the Company received $17,192 in revenue, compared to $73,634 of revenue in the same period ended August 31, 2012.

Operating Expenses

During the three months ended August 31, 2013,February 28, 2014, the Company incurred operating expenses totaling $69,197$74,976 compared with $288,819$75,821 for the three months ended August 31, 2012.February 28, 2013.  The decrease in operating expenses is mainly attributed to a decrease in expense from the issuance of common stock for consulting services of $162,000, a reduction in professional fees of approximately $28,051, a reduction in advertising and promotionaldepreciation expense of approximately $12,290 and a reduction of website$1,840 due to related maintenance expense of approximately $6,777, as well as a reduction in overall operating activity as the Company seeks to minimize expenditures.

During the nine months ended August 31, 2013, the Company incurred operating expenses totaling $270,518 compared with $918,260 for the nine months ended August 31, 2012.  The decrease in operating expenses is mainly attributed to a decrease in expense from the issuance of common stock for consulting services of $446,571, a reduction in advertising and promotional expense of approximately $83,884, a reduction in professional fees of approximately $83,822 and a reduction of website related maintenance expense of approximately $48,882, as well as a reduction in overall operating activity as the Company seeks to minimize expenditures.assets being fully depreciated.

Net Loss

During the three months ended August 31, 2013,February 28, 2014, the Company realized net loss of $76,151$203,566 compared with a net loss of $400,246$176,772 for the three months ended August 31, 2012.February 28, 2013.  The decreaseincrease in net loss was primarily due to an increase of approximately $47,983 in losses on derivative, partially offset by a decrease in operational costs as discussed above and as a$26,410 reduction in interest expense of approximately $126,709 for the three months ended August 31, 2013February 28, 2014 compared to the three months ended August 31, 2012.

During the nine months ended August 31, 2013, the Company realized net loss of $402,104 compared with a net loss of $1,019,251 for the nine months ended August 31, 2012.  The decrease in net loss was primarily due to a decrease in operational costs as discussed above; partially offset by approximately $74,525 in loss on derivatives compared to a gain of $6,945 in the prior period and $107,317 less in interest expense for the nine months ended August 31, 2013 compared to the nine months ended August 31, 2012.February 28, 2013.

Liquidity and Capital Resources

As at August 31, 2013,February 28, 2014, the Company had a cash balance of $6,753$1,870 and a working capital deficit of $458,051$681,685 compared with a cash balance of $18,131$2,800 and working capital deficit of $341,011$556,177 at November 30, 2012.2013.  The increasedecrease in working capital deficit is mainly due to an $84,416 increase in derivative liability and a $144,000$48,000 increase in accrued wages, partially offset by conversion of $23,805 in convertible debt and accrued interest to common stock during the ninethree months ended August 31, 2013.February 28, 2014.  

Cash Flows from Operating Activities

During the ninethree months ended August 31, 2013,February 28, 2014, the Company used $96,278$24,125 of cash flow from operating activities compared with use of $339,327$8,082 of cash flow during the ninethree months ended August 31, 2012.February 28, 2013.  The decreaseincrease in the use of cash flow for operating activities is mainly due to a reductionan increase of $26,794 in net loss of $617,147 as a result of decreases in spending on promotion and website maintenance and operating expenses during the ninethree months ended August 31, 2013,February 28, 2014, compared to the ninethree months ended August 31, 2012.February 28, 2013.

Cash Flows from Investing Activity

The Company did not have any investing activities during the ninethree month periods ending August 31, 2013February 28, 2014 and 2012.2013.

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Cash Flows from Financing Activities

During the ninethree months ended August 31, 2013,February 28, 2014, the Company received proceeds of $90,400, during the nine months ended August 31, 2012, the Company received proceeds of $247,500$23,700 from the issuance ofone convertible promissory notes payable,note, which wereis unsecured, convertible into the common stock of the Company, due interest at 8% per annum and have maturity datesmatures approximately nine months from the dates of issuance.  The Company did not have any financing activities during the three months ended February 28, 2013.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing. 



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Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.

ITEM 3.              QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.              CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are not effective because procedures were not in place to provide for timely, complete, accurate reporting of events.  The foregoing was a result of our president’s lack of experience with his reporting and disclosure obligations, lack of proper segregation of duties due to limited personnel, and a lack of formal review process that includes multiple levels of review, resulting in audit adjustments related to the derivative liability account, accounting of the Company’s convertible debt instruments and conversions and bad debt.  Our president is committed to educating himself through the seminars and consulting with attorneys to become fully knowledgeable with his obligations. In addition, currently there are no written policies or procedures that clearly define the roles in the disclosure and reporting process.  

There waswere no changechanges in our internal control over financial reporting during the quarter ended August 31, 2013February 28, 2014 that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.



PART II - OTHER INFORMATION

ITEM 1A.           RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2.              UNREGISTERED SALE OF EQUITY SECURITIES.

During the quarter ended February 28, 2014, we issued 55,488,043 restricted shares of common stock.  The shares of common stock were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.



ITEM 5.              OTHER INFORMATION.

During the quarter ended February 28, 2014, we issued 55,488,043 restricted shares of common stock.  The shares of common stock were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.  We failed to file Form 8-Ks in connection with the foregoing.

ITEM 6.              EXHIBITS.

 Incorporated by reference  Incorporated by referenceFiled
ExhibitDocument DescriptionFormDateNumber
Filed
herewith
Document DescriptionFormDateNumberherewith
   
3.1Articles of Incorporation.S-16/09/083.1 Articles of Incorporation.S-16/09/083.1 
      
3.2Bylaws.S-16/09/083.2 Bylaws.S-16/09/083.2 
      
3.3Amended Articles of Incorporation.8-K8/06/123.1 
   
4.1Specimen Stock Certificate.S-16/09/084.1 Specimen Stock Certificate.S-16/09/084.1 
      
10.1Employment Agreement with David Saltrelli.8-K3/10/1010.1 Equity Purchase Agreement with Southridge Partners II, LP.10-Q4/23/1210.3 
   
10.2Employment Agreement with Peter Schuster.8-K3/10/1010.2 
      
14.1Code of Ethics.S-16/09/0814.1 Code of Ethics.S-16/09/0814.1 
      
31.1Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  X
Certification of Principal Executive Officer and Principal
Financial Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
  X
      
32.1Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  X
Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
  X
   
99.1Certificate of Designation.8-K8/06/1299.1 
      
101.INSXBRL Instance Document.   XBRL Instance Document.  X
      
101.SCHXBRL Taxonomy Extension – Schema.   XBRL Taxonomy Extension – Schema.  X
      
101.CALXBRL Taxonomy Extension – Calculations.   XBRL Taxonomy Extension – Calculations.  X
      
101.DEFXBRL Taxonomy Extension – Definitions.   XBRL Taxonomy Extension – Definitions.  X
      
101.LABXBRL Taxonomy Extension – Labels.   XBRL Taxonomy Extension – Labels.  X
      
101.PREXBRL Taxonomy Extension – Presentation.   XBRL Taxonomy Extension – Presentation.  X





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SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 1821thst day of October, 2013.April, 2014.

 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



























-15--14-
 
 


EXHIBIT INDEX

  Incorporated by reference 
ExhibitDocument DescriptionFormDateNumber
Filed
herewith
3.1Articles of Incorporation.S-16/09/083.1 
      
3.2Bylaws.S-16/09/083.2 
      
4.1Specimen Stock Certificate.S-16/09/084.1 
      
10.1Employment Agreement with David Saltrelli.8-K3/10/1010.1 
      
10.2Employment Agreement with Peter Schuster.8-K3/10/1010.2 
      
14.1Code of Ethics.S-16/09/0814.1 
      
31.1Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.   X
      
32.1Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   X
      
101.INSXBRL Instance Document.    
      
101.SCHXBRL Taxonomy Extension – Schema.    
      
101.CALXBRL Taxonomy Extension – Calculations.    
      
101.DEFXBRL Taxonomy Extension – Definitions.    
      
101.LABXBRL Taxonomy Extension – Labels.    
      
101.PREXBRL Taxonomy Extension – Presentation.    







  Incorporated by referenceFiled
ExhibitDocument DescriptionFormDateNumberherewith
      
3.1Articles of Incorporation.S-16/09/083.1 
      
3.2Bylaws.S-16/09/083.2 
      
3.3Amended Articles of Incorporation.8-K8/06/123.1 
      
4.1Specimen Stock Certificate.S-16/09/084.1 
      
10.1Equity Purchase Agreement with Southridge Partners II, LP.10-Q4/23/1210.3 
      
14.1Code of Ethics.S-16/09/0814.1 
      
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
      
99.1Certificate of Designation.8-K8/06/1299.1 
      
101.INSXBRL Instance Document.   X
      
101.SCHXBRL Taxonomy Extension – Schema.   X
      
101.CALXBRL Taxonomy Extension – Calculations.   X
      
101.DEFXBRL Taxonomy Extension – Definitions.   X
      
101.LABXBRL Taxonomy Extension – Labels.   X
      
101.PREXBRL Taxonomy Extension – Presentation.   X





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