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 May 31, 2014FEBRUARY 28, 2015
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)
 
5042 Wilshire Boulevard4747-20 Nesconset Highway
Suite 29770
Los Angeles, California 90036Port Jefferson, NY   11776
(Address of principal executive offices)
 
(310) 774-2300(516) 246-6435
(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 [X][   ]     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)[   ]Smaller Reporting Company[X]

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 July 14, 2014,April 17, 2015, there were 172,263,1312,832,837,408 shares of the registrant's $0.001 par value common stock issued and outstanding.
 



Table of Contents



TABLE OF CONTENTS 
Page
  
PART I.  FINANCIAL INFORMATION
 
  
ITEM 1.
FINANCIAL STATEMENTS3
   
 
Consolidated Balance Sheets
3
 
Consolidated Statements of Operations
4
 
Consolidated Statements of Cash Flows
5
 
Notes to the Consolidated Financial Statements
6
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
OPERATIONS		119
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.1311
ITEM 4.
CONTROLS AND PROCEDURES.1311
   
PART II.  OTHER INFORMATION
 
   
ITEM 1A.
RISK FACTORS.1312
   
ITEM 2.
UNREGISTERED SALE OF EQUITY SECURITIES.1312
   
ITEM 5.
OTHER INFORMATION.1412
   
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. AND SUBSIDIARY
Consolidated Balance Sheets
(Unaudited)


 
May 31,
2014
  
November 30,
2013
 
     
February 28,
2015
  
November 30,
2014
 
ASSETS        
        
Current assets        
Cash $598  $2,800  $72,425  $9,756 
Other current assets  399   1,532   7,675   3,249 
                
Total Current Assets  997   4,332   80,100   13,005 
                
Property and equipment, net of accumulated depreciation of $37,672 and
$32,444, respectively
  -   5,228 
        
TOTAL ASSETS $997  $9,560  $80,100  $13,005 
                
LIABILITIES AND STOCKHOLDERS' EQUITY        
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)        
                
Current Liabilities:                
Accounts payable and accrued liabilities $56,102  $36,362  $143,733  $103,455 
Due to related parties  -   317,755 
Derivative liabilities  483,293   90,699   177,735   390,020 
Convertible notes payable, net of debt discount of $7,740 and $0,
respectively
  115,445   115,693 
Note payable, related party  2,000   2,000 
Convertible notes payable, net of debt discount of $40,556 and $23,900,
respectively
  192,694   157,020 
                
Total Current Liabilities  654,840   560,509   516,162   652,495 
                
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,
172,263,131 and 108,591,412 shares issued and outstanding, respectively
  172,263   108,591 
Series A Preferred Stock, $0.0001 par value, 1000,000,000 shares
authorized, 1,500,000 shares issued and outstanding
  15   15 
Common stock, $0.001 par value, 1,000,000,000 shares authorized,
2,615,087,408 and 1,593,677,408 shares issued and outstanding
  2,615,088   1,593,678 
Additional paid-in capital  4,143,671   3,710,954   (2,053,318)  (1,279,643)
Accumulated deficit  (4,969,792)  (4,370,509)  (997,847)  (953,540)
                
Total Stockholders' Equity (deficit)  (653,843)  (550,949)  (436,062)  (639,490)
                
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $997  $9,560  $80,100  $13,005 




The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NET SAVINGS LINK, INC. AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)


  
Three Months Ended
May 31
  
Six Months Ended
May 31,
 
  2014  2013  2014  2013 
         
REVENUES $-  $11,126  $-  $17,192 
                 
OPERATING EXPENSES                
Depreciation and amortization expense  -   7,067   5,228   14,135 
General and administrative  69,031   118,433   138,779   187,186 
                 
Total Operating Expenses  69,031   125,500   144,007   201,321 
                 
OPERATING LOSS  (69,031)  (114,374)  (144,007)  (184,129)
                 
OTHER INCOME (EXPENSE)                
Loss on derivative  (293,472)  (26,588)  (389,913)  (75,146)
Interest expense  (33,214)  (8,119)  (65,363)  (66,678)
Total Other Income (Expense)  (326,686)  (34,707)  (455,276)  (141,824)
                 
NET LOSS $(395,717) $(149,081) $(599,283) $(325,953)
                 
BASIC NET LOSS PER COMMON SHARE $(0.00) $(0.00) $(0.00) $(0.01)
                 
BASIC WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING
  165,680,611   55,884,567   149,546,677   47,220,019 

  
For the Three
Months Ended
February 28,
2015
 
   
REVENUES $- 
     
OPERATING EXPENSES    
     
General and administrative expense  70,569 
Total Operating Expenses  70,569 
     
OPERATING LOSS  (70,569)
     
OTHER INCOME (EXPENSE)    
     
Gain (loss) on derivative  124,236 
Interest expense  (97,974)
Total Other Income (Expense)  26,262 
     
NET LOSS $(44,307)
BASIC AND DILUTIVE NET LOSS PER COMMON SHARE $(0.00)
BASIC AND DILUTIVE WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING
  2,026,627,408 


















The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NET SAVINGS LINK, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)

  
For the Three
Months Ended
February 28,
 
  2015 
   
CASH FLOWS FROM OPERATING ACTIVITIES  
   
Net loss $(44,307)
Items to reconcile net loss to net cash used in operating activities:    
Debt discount amortization  89,344 
Debt offering cost amortization  4,574 
Gain on derivative  (124,236)
Changes in operating assets and liabilities    
Increase in other assets    
Increase in accounts payable and accrued liabilities  42,294 
Net Cash Used in Operating Activities  (32,331)
     
CASH FLOWS FROM FINANCING ACTIVITIES    
     
Proceeds from convertible notes payable  104,000 
Cash paid for debt offering costs  (9,000)
Net Cash Provided by Financing Activities  95,000 
     
INCREASE IN CASH  62,669 
     
CASH AT BEGINNING OF PERIOD  9,756 
     
CASH AT END OF PERIOD $72,425 
     
CASH PAID FOR:    
Interest $- 
Income taxes $- 
     
NON-CASH FINANCING ACTIVITIES:    
     
Common stock issued for convertible notes and accrued interest $53,686 
Discount on convertible notes payable from derivative instrument $106,000 
Settlement of derivative liability to additional paid-in capital $194,049 

  
For the Six months Ended
May 31,
 
  2014  2013 
     
CASH FLOWS FROM OPERATING ACTIVITIES    
     
Net loss $(599,283) $(325,953)
Items to reconcile net loss to net cash used in operating activities:        
Depreciation and amortization  5,228   14,135 
Debt discount amortization  54,367   58,119 
Debt offering cost amortization  1,638   2,204 
Loss on derivative  389,913   75,146 
Changes in operating assets and liabilities        
Decrease in current assets  -   880 
Increase (decrease) in accounts payable and accrued liabilities  50,440   19,481 
Increase in related party accounts payable  96,000   96,000 
Net Cash Used in Operating Activities  (1,697)  (59,988)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
         
Proceeds from convertible notes payable  -   53,400 
Cash paid for debt offering costs  (505)  (2,500)
Net Cash Provided by Financing Activities  (505)  50,900 
         
INCREASE (DECREASE) IN CASH  (2,202)  (9,088)
         
CASH AT BEGINNING OF PERIOD  2,800   18,131 
         
CASH AT END OF PERIOD $598  $9,043 
         
CASH PAID FOR:        
Interest $-  $- 
Income taxes $-  $- 
         
NON-CASH FINANCING ACTIVITIES:        
         
Common stock issued for convertible notes and accrued interest $27,815  $95,683 
Discount on convertible notes payable from derivative instrument $57,500  $50,000 
Settlement of derivative liability to additional paid-in capital $54,819  $136,930 
Contribution of wages payable to additional paid-in capital $413,755  $- 
Payment of accounts payable through third party convertible notes
payable
 $28,700  $ - 




The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NET SAVINGS LINK, INC. AND SUBSIDIARY
Notes to the Unaudited Consolidated Financial Statements


1.Nature of Operations and Continuance of Business
1.Nature of Operations and Continuance of Business

The unaudited interim consolidated financial statements included herein have been prepared by Net Savings Link, Inc. ("NSL"and its wholly owned subsidiary Global Distribution Network, Inc. (collectively, "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, 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 consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year as would be required to be 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 May 31, 2014,February 28, 2015, company has accumulated deficit of $4,969,792$997,847 and a working capital deficit of $653,843.$436,062. 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, 2012,2014, NSL entered into several financing transactions in 2012 and 2013 and continues to try to raise funds in 2014.2015. 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

During the period ended May 31, 2014, the President and CEO and Vice President and director of the Company, elected to contribute a total of $413,755 in back due wages to additional paid-in capital. As of May 31, 2014 and November 30, 2013, the Company owed $0 and $317,755, respectively, to the President and CEO and Vice President and director of the Company for back due wages.

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


4.     Convertible Promissory Notes Payable

During the six monthsperiod ended May 31, 2014,February 28, 2015, the holder of two Convertible Promissory Notes elected to convert a total of $25,815$51,670 in principal and $2,000$2,016 in interest into 63,671,7191,021,410,000 shares of the Company's common stock at an average conversion priceprices of $0.0004between $0.00003 to $0.00012 per share.

During FebruaryDecember 2014, NSL issued an Unsecured Convertible Promissory Note for $23,700$104,000 (the "February"December 2014 Convertible Promissory Note").  The FebruaryDecember 2014 Convertible Promissory Note is unsecured, due approximately 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 holderholder.  The December 2014 Convertible Promissory Note is convertible at a discount from market of 50%55% of the fair market value of one share of NSL's common stock based on the lowest bid during the thirty days prior to the conversion date.

During April 2014, NSL issued an Unsecured Convertible Promissory Note for $5,000 (the "April 2014 Convertible Promissory Note").  The April 2014 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 discount from market of 35% of the fair market value of one share of NSL's common stock based on the average of the three lowest bid prices during the thirtyfifteen trading days prior to the conversion date.

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5.4.     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 six monthsperiod ended May 31, 2014,February 28, 2015, two Convertible Promissory Notes became convertible into shares of the Company's common stock. The fair value of the conversion options was determined to be $309,807$267,374 using a Black-Scholes option-pricing model.  Upon the date the Convertible Promissory Notes became convertible, $57,500$106,000 was recorded as debt discount and $252,307$161,374 was recorded as day one loss on derivative liability.  

During the six monthsperiod ended May 31, 2014, $25,815February 28, 2015, $53,686 in principal amounts ofand accrued interest on Convertible Promissory Notes werewas converted into common stock, (see Notes 4 and 6), $54,819$194,049 in related derivative liability was extinguished through a charge to paid-in capital and $137,606$124,236 was recorded as a net lossgain on mark-to-market of the conversion options and warrants.



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The following table summarizes the derivative liabilities included in the balance sheet at May 31, 2014:February 28, 2015:

Derivative liabilities November 30, 2013 $90,699 
Addition of new derivative  57,500 
Reclassification of derivative liability to additional paid-in capital due to
promissory note conversions
  (54,819)
Losses on change in fair value  389,913 
Balance at May 31, 2014 $483,293 
Derivative liabilities November 30, 2014 $390,020 
Day one loss due to convertible debt  161,373 
Debt discount  106,000 
Reclassification of derivative liability to additional paid-in capital due to
promissory note conversions
  (194,049)
Gains on change in fair value  (285,609)
Balance at February 28, 2015 $177,735 

The following table summarizes the loss on derivative liabilities included in the income statement for the six monthsperiod ended May 31, 2014:February 28, 2015:

Excess of fair value of conversion option derivative liabilities over the related
notes payable
 $252,307 
Losses on change in fair value  137,606 
Loss on derivative liabilities $389,913 
Day one loss due to convertible debt $(161,373)
Gains on change in fair value  285,609 
Gain on derivative liabilities $124,236 

NSL valued its derivatives liabilities using the Black-Scholes option-pricing model.  Assumptions used during the six monthsperiod ended May 31, 2014February 28, 2015 include (1) risk-free interest rates between 0.04%0.02% to 1.53%1.51%, (2) lives of between 0 and 4.84.26 years, (3) expected volatility of between 172%421% to 2,583%925%, (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.

6.5.     Common Stock

On December 11, 2013,During the three months ended February 28, 2015, the Company issued 4,695,6521,021,410,000 shares of common stock for $2,560$51,670 of debt, or $0.00055 per share.

On December 17, 2013, the Company issued 4,696,970 shares of common stock for $1,550 of debt, or $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 15, 2014, the Company issued 3,809,091 shares of common stock for $2,190 ofconvertible debt and $2,000$2,016 of accrued interest, or $0.0011$0.0001 per share.

On January 23, 2014, the Company issued 4,693,878 shares of common stock for $2,300 of debt, or $0.00049 per share.

On January 28, 2014, the Company issued 4,693,878 shares of common stock for $2,300 of debt, or $0.00049 per share.

On February 3, 2014, the Company issued 4,707,317 shares of common stock for $1,930 of debt, or $0.00041 per share.

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

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

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


On May 13, 2014, the Company issued 8,183,673 shares of common stock for $4,010 of debt, or $0.0005 per share.


7.6.     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:

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

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 May 31, 2014:February 28, 2015:

 Level 1  Level 2  Level 3  Total Level 1 Level 2 Level 3 Total 
Assets            
None $-  $-  $-  $-  $-  $-  $-  $- 
Liabilities                                
Derivative financial instruments $-  $-  $483,293  $483,293  $-  $-  $177,735  $177,735 

7. Subsequent Events

During March 2015, the Company issued 207,750,000 shares of common stock for $7,250 of debt and $1,060 of accrued interest, or $0.00004 per share.

During March 2015, the Company issued its Chief Executive Officer 1,000,000 shares of Series A preferred stock for accrued wages of $67,000 and repayment of a short-term loan of $2,000.

During April 2015, the Company entered into an employment agreement with it Vice President of Operations.  The employment agreement provides for an annual salary of $79,000 per year, participation in future stock incentive programs, 1,750,000 share of the Company's Series A preferred stock and the issuance of 10,000,000 shares of the Company's common stock.



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


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, 2013:

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


8.   Subsequent Event

On June 2, 2014, the Company entered into a $21,500 convertible note agreement with Asher Enterprises, Inc with an annual interest rate of 8% and due on March 4, 2015.

On June 2, 2014, the Company granted Asher Enterprises, Inc 86 million warrant at an exercise price per share equal to $0.00025.

On June 16, 2014 and June 19, 2014, Asher Enterprises, Inc converted an amount of $1,970 and $2,622 of convertible debt into 8,567,391 and 7,711,765 number of common stock.

On June 18, 2014, the Company entered into an agreement with Global Distribution Inc. a New York corporation ("GDI"); David Saltrelli and Peter Schuster, holders of all of the issued and outstanding shares of Series A preferred stock; and, Steven Baritz, the sole shareholder of GDI, wherein Steven Baritz acquired all of the issued and outstanding shares of Series A preferred stock (1,500,000 shares) from David Saltrelli and Peter Schuster in exchange for Baritz transferring all of the issued and outstanding shares of common stock of GDI to us. Each share of Series A preferred stock has 1,000 votes. The aforementioned shares of Series A preferred stock represented approximately 66.18% of our voting power. Upon completion of the aforementioned transaction, the David Saltrelli and Peter Schuster, will continue to own 7,200,000 shares of our common stock and in the event of any action which causes a reduction in said shares, the Company will issue additional shares of common stock to David Saltrelli and Peter Schuster in order to maintain their ownership in 7,200,000 shares of the common stock.

On June 18, 2014, Steven Baritz was appointed to the board of directors and appointed president, principal executive officer, secretary, treasurer, principal financial officer, and principal accounting officer. Thereafter, David Saltrelli, Peter Schuster, and Jon Wallen resigned as officers and directors. The Company has not entered into any compensation arrangements with Mr. Baritz with respect to his employment with the Company.





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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

 May 31, November 30, February 28,  November 30, 
 2014 2013 2015  2014 
Current Assets$997$4,332 $80,100  $13,005 
Current Liabilities 654,840 560,509  516,162   652,495 
Working Capital (Deficit)$(653,843)$(556,177) $436,062  $(639,490)

Cash Flows

 Six months ended Six months ended
 May 31, 2014 May 31, 2013 
For the Three
Months Ended
February, 2015
 
Cash Flows Used in Operating Activities$(1,697)$(59,988) $(32,331)
Cash Flows Used in Investing Activities - -
Cash Flows Provided by Financing Activities (505) 50,900  95,000 
Net Increase (Decrease) in Cash During Period$(2,202)$(9,088)
Net Increase in Cash During Period $72,425 

Balance Sheet

As at May 31, 2014,February 28, 2015, the Company had total assets of $997 compared with total assets of $9,560 as at November 30, 2013.$80,100.  The assets are mainly comprised of prepaid expenses and cash balances in the Company's bank account.

The Company had total liabilities of $654,840$516,162 at May 31, 2014 compared with $560,509 as at November 30, 2013.February 28, 2015.  The increaseliabilities are comprised of $177,735 in totalderivative liabilities, is mainly attributed$192,694 in convertible promissory notes payable, $2,000 in notes payable to a $392,594 increase in derivative liability as well as a $19,740 increaserelated party and $143,733 in accounts payable and other liabilities, partially offset byaccrued expenses.

Conversion of Notes to Shares of Common Stock

We have convertible promissory notes outstanding, the holder of which is Asher Enterprises, Inc., a $317,755 decreaseNew York Corporation.  Under the terms of the promissory notes, Asher may convert the amount owed to it to shares of common stock.  During the first quarter (December 1, 2014 to February 28, 2015) and the first month of the second quarter, Asher converted debt to shares of common stock (equity) as follows:
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Note dated June 2, 2014, as amended June 11, 2014, in amounts due related parties contributedthe principal amount of $21,500.00.  After the following conversions occurred, we owe $860.00 in interest which may be converted to additional paid-in capital.common stock.

Date  Conversion Amount  Shares of Common Stock 
 1-23-2015  $1,950.00   48,750,000 
 1-28-2015  $3,680.00   92,000,000 
 2-9-2015  $4,540.00   113,500,000 
 2-11-2015  $4,540.00   113,500,000 
 2-19-2015  $4,540.00   113,500,000 
 3-17-2015  $2,250.00   77,500,000 

Note dated April 17, 2014 in the principal amount of $5,000.00.  After the following conversions occurred, we owe $200.00 in interest which may be converted to common stock.

Date  Conversion Amount  Shares of Common Stock 
 3-26-2015  $5,000.00   130,000,000 

Operating Revenues

During the six months ended May 31, 2014, theThe Company received $0 in revenue compared to $17,192 of revenue induring the same period ended May 31, 2013.
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Table of ContentsFebruary 28, 2015.

Operating Expenses

During the six monthsperiod ended May 31, 2014,February 28, 2015, the Company incurred operating expenses totaling $144,007 compared with $201,321 for the six months ended May 31, 2013.  The decrease in operating expenses is mainly attributed to a decrease in$70,569, comprised of general and administrative expenses of $48,408 from the reduction of operating activities as well as a reduction of $8,907 in depreciation expense.expenses.

Net Loss

During the six monthsperiod ended May 31, 2014,February 28, 2015, the Company realized net loss of $599,283 compared with a net loss$44,307, comprised of $325,953 for the six months ended May 31, 2013.  The increase in net loss was primarily due to an increase$70,569 of approximately $314,767 in losses on derivative, partially offset by a $57,315 reduction in operating expenses, for the six months ended May 31, 2014 compared to the six months ended May 31, 2013.$97,974 in interest expense and a gain of $124,236 on derivative.

Liquidity and Capital Resources

As at May 31, 2014,February 28, 2015, the Company had a cash balance of $598$72,425, total assets of $80,100, total liabilities of $516,162, and a working capital deficit of $653,843 compared with a cash balance of $2,800 and working capital deficit of $556,177 at November 30, 2013.  The decrease in working capital is mainly due to a $392,594 increase in derivative liability as well as a $19,740 increase in accounts payable and other liabilities, partially offset by a $317,755 decrease in amounts due related parties contributed to additional paid-in capital during the six months ended May 31, 2014. $436,062.

Cash Flows from Operating Activities

During the six monthsperiod ended May 31, 2014,February 28, 2015, the Company used $1,697$32,331 of cash flow from operating activities, compared with use of $59,988 of cash flow during the six months ended May 31, 2013.  The decrease in the use of cash flow for operating activities is mainly due to decrease in overall operating activitythe $44,307 net loss during the six monthsperiod ended May 31, 2014 compared to the six months ended May 31, 2013.February 28, 2015.

Cash Flows from Investing Activity

The Company did not have any investing activities during the three month periods ending May 31, 2014 and 2013.period ended February 28, 2015.

Cash Flows from Financing Activities

During the three monthsperiod ended May 31, 2014,February 28, 2015, the Company received proceeds of $28,700$104,000 from twoa convertible promissory note, which areis unsecured, convertible into the common stock of the Company, due interest at 8% per annum and maturematures approximately nine months from the dates of issuance. The lenders directly paid accounts payable on behalf


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Table of the Company and was therefore recorded as a noncash transaction on the statement of cash flows.  During the six months ended May 31, 2013, the Company received proceeds of $53,400, during the six months ended May 31, 2012, the Company received proceeds ofContents

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.

Employment Agreement

On April 5, 2015, we entered into an employment agreement with David M. Pecoraro ("Pecoraro") employing Pecoraro as Vice President of Operations.  Mr. Pecoraro has no previous experience functioning as an executive officer of a public company.  Pecoraro will be paid a salary of $79,000.00 per year plus compensation for overtime hours.  Overtime hours means the total hours worked in a day or week in excess of the maximum allowed, as defined by local statute, for a work day or work week. 

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 were no changes in our internal control over financial reporting during the quarter ended May 31, 2014February 28, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

IITEMTEM 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.

DuringWe have convertible promissory notes outstanding, the quarter ended May 31, 2014, we issued 8,183,673 restrictedholder of which is Asher Enterprises, Inc., a New York Corporation.  Under the terms of the promissory notes, Asher may convert the amount owed to it to shares of common stock.  TheDuring the first quarter (December 1, 2014 to February 28, 2015) and the first month of the second quarter, Asher converted debt to shares of common stock were issued(equity) as follows:

Note dated June 2, 2014, as amended June 11, 2014, in the principal amount of $21,500.00.  After the following conversions occurred, we owe $860.00 in interest which may be converted to common stock.

Date  Conversion Amount  Shares of Common Stock 
 1-23-2015  $1,950.00   48,750,000 
 1-28-2015  $3,680.00   92,000,000 
 2-9-2015  $4,540.00   113,500,000 
 2-11-2015  $4,540.00   113,500,000 
 2-19-2015  $4,540.00   113,500,000 
 3-17-2015  $2,250.00   77,500,000 

Note dated April 17, 2014 in the principal amount of $5,000.00.   After the following conversions occurred, we owe $200.00 in interest which may be converted to common stock.

Date  Conversion Amount  Shares of Common Stock 
 3-26-2015  $5,000.00   130,000,000 

The foregoing unregistered sale of securities was made pursuant to the exemption from registration contained in Section 4(a)(4)(a)(2) of the Securities Act of 1933, as amended.
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Table of Contentsamended in that the transaction did not involve a public offering.

ITEM 5.        OTHER INFORMATION.

DuringWe have convertible promissory notes outstanding, the quarter ended May 31, 2014, we issued 8,183,673 restrictedholder of which is Asher Enterprises, Inc., a New York Corporation.  Under the terms of the promissory notes, Asher may convert the amount owed to it to shares of common stock.  TheDuring the first quarter (December 1, 2014 to February 28, 2015) and the first month of the second quarter, Asher converted debt to shares of common stock were issued(equity) as follows:

Note dated June 2, 2014, as amended June 11, 2014, in the principal amount of $21,500.00.  After the following conversions occurred, we owe $860.00 in interest which may be converted to common stock.

Date  Conversion Amount  Shares of Common Stock 
 1-23-2015  $1,950.00   48,750,000 
 1-28-2015  $3,680.00   92,000,000 
 2-9-2015  $4,540.00   113,500,000 
 2-11-2015  $4,540.00   113,500,000 
 2-19-2015  $4,540.00   113,500,000 
 3-17-2015  $2,250.00   77,500,000 

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Note dated April 17, 2014 in the principal amount of $5,000.00.  After the following conversions occurred, we owe $200.00 in interest which may be converted to common stock. 

Date  Conversion Amount  Shares of Common Stock 
 3-26-2015  $5,000.00   130,000,000 

The foregoing unregistered sale of securities was made pursuant to the exemption from registration contained in Section 4(a)(4)(a)(2) of the Securities Act of 1933, as amended.  amended in that the transaction did not involve a public offering.

We failed to file a Form 8-K in connection with the foregoing.foregoing transactions.


ITEM 6.        EXHIBITS.

  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 
      
10.2Stock Exchange Agreement   X
      
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


  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 
      
10.2Employment Agreement – David M. Pecoraro.  10.1X
      
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.    
      
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.    
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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 1720th day of July, 2014.April, 2015.

 NET SAVINGS LINK INC.
 (the "Registrant")
   
 BY:
STEVEN BARITZ
  Steven Baritz
  
President, Principal Executive Officer,
Principal Accounting Officer and a member
of the Board of Directors


























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EXHIBIT INDEX

 Incorporated by referenceFiled Incorporated by referenceFiled
ExhibitDocument DescriptionFormDateNumberherewithDocument 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 Amended 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 
        
10.1Equity Purchase Agreement with Southridge Partners II, LP.10-Q4/23/1210.3 Equity Purchase Agreement with Southridge Partners II, LP.10-Q4/23/1210.3 
        
10.2Stock Exchange Agreement  XEmployment Agreement – David M. Pecoraro.  10.1X
        
14.1Code of Ethics.S-16/09/0814.1 Code 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
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
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 Certificate of Designation.8-K8/06/1299.1 
        
101.INSXBRL Instance Document.  XXBRL Instance Document.   
        
101.SCHXBRL Taxonomy Extension – Schema.  XXBRL Taxonomy Extension – Schema.   
        
101.CALXBRL Taxonomy Extension – Calculations.  XXBRL Taxonomy Extension – Calculations.   
        
101.DEFXBRL Taxonomy Extension – Definitions.  XXBRL Taxonomy Extension – Definitions.   
        
101.LABXBRL Taxonomy Extension – Labels.  XXBRL Taxonomy Extension – Labels.   
        
101.PREXBRL Taxonomy Extension – Presentation.  XXBRL Taxonomy Extension – Presentation.   




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