nslisch14c-def.htm
SCHEDULE 14C
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
Check the appropriate box:
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Preliminary Information Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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[X]
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Definitive Information Statement
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NET SAVINGS LINK, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
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[X]
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None required
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth amount on which filing fee is calculated and state how it was determined):
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of the filing.
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Amount previously paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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NET SAVINGS LINK, INC.
101 North Garden Avenue
Suite 240
Clearwater, Florida 33755
727-442-2600
September 1, 2011
INFORMATION STATEMENT
Dear Stockholder:
This Information Statement (the “Information Statement”) is furnished by the Board of Directors of NET SAVINGS LINK, INC., a Nevada corporation (the “Company,” or “us”), to the stockholders of record of the Company at the close of business on August 31, 2011 (the “Record Date”) to provide information with respect to certain corporate actions taken by written consent of holders of a majority of the outstanding shares of the Company’s common stock that were entitled to vote on such actions (the “Majority Stockholders”).
The written consent, executed by the Majority Stockholders on the Record Date, approved the following:
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An amendment to our Articles of Incorporation to increase the number of authorized shares of Common Stock from two hundred million (200,000,000) shares to one billion (1,000,000,000) shares, par value $0.001 per share.
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The Majority Stockholder, holding approximately 54.32% of the outstanding shares of the Company’s common stock, has approved, by written consent, the above-described actions. Therefore, all required corporate approval for this action has been obtained. This Information Statement is furnished solely for the purpose of informing stockholders of these corporate actions in the manner required by Rule 14c-2 under the Securities Exchange Act of 1934.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDER’S MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
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By Order of the Board of Directors,
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DAVID SALTRELLI
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David Saltrelli
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President
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NET SAVINGS LINK, INC.
101 North Garden Avenue
Suite 240
Clearwater, Florida 33755
727-442-2600
September 1, 2011
PURPOSE OF INFORMATION STATEMENT
This Information Statement (the “Information Statement”) is being mailed on or about September 1, 2011 to the stockholders of record of NET SAVINGS LINK, INC., a Nevada corporation (the “Company,” or “us”), at the close of business on September 1, 2011 (the “Record Date”). This Information Statement is being sent to you for information purposes only. No action is requested on your part.
This Information Statement is being furnished by our Board of Directors to provide stockholders with information concerning:
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An amendment to our Articles of Incorporation to increase the number of authorized shares of Common Stock from two hundred million (200,000,000) shares to one billion (1,000,000,000) shares, par value $0.001 per share.
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RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on the Record Date are entitled to notice of the information disclosed in this Information Statement. As of the Record Date, the Company had one series of common stock, par value $0.001 per share, outstanding. On the Record Date, one hundred ninety-eight million, eight hundred thirty-nine thousand, five hundred thirteen (198,839,513) validly issued shares of our common stock were issued and outstanding and held of record by approximately fifty-five stockholders.
STOCKHOLDERS’ RIGHTS
The elimination of the need for a special meeting of the stockholders to approve the actions described in this Information Statement is authorized by Section 78.320(2) of the Nevada General Corporation Law (the “NGCL”). Section 78.320(2) provides that any action required or permitted to be taken at a meeting of stockholders of a corporation may be taken without a meeting, before or after the action, if a written consent thereto is signed by the stockholders holding at least a majority of the voting power. In order to eliminate the costs and management time involved in holding a special meeting and in order to effect the actions disclosed herein as quickly as possible in order to accomplish the purposes of the Company, we chose to obtain the written consent of a majority of the Company’s voting power to approve the actions described in this Information Statement.
The actions described in this Information Statement cannot be taken until at least twenty (20) days after this Information Statement has first been sent or given to the Company’s stockholders.
DISSENTERS’ RIGHTS
The NGCL does not provide for dissenters’ rights in connection with any of the actions described in this Information Statement, and we will not provide stockholders with any such right independently.
EXPENSES
The costs of preparing, printing and mailing this Information Statement will be borne by the Company.
ACCOUNTANTS
The name our current independent public accountant is MaloneBailey, LLP, Houston, Texas.
STOCKHOLDERS SHARING AN ADDRESS
We will deliver only one Information Statement to multiple stockholders sharing an address unless the Company has received contrary instructions from one or more of the stockholders. We undertake to deliver promptly, upon written or oral request, a separate copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement is delivered. A stockholder can notify us that the stockholder wishes to receive a separate copy of the Information Statement by contacting the Company at the address or phone number set forth above. Conversely, if multiple stockholders sharing an address receive multiple Information Statements and wish to receive only one, such stockholders can notify us at the address or phone number set forth above.
AMENDMENT TO OUR ARTICLES OF INCORPORATION TO INCREASE
OUR AUTHORIZED SHARES OF COMMON STOCK
General
On August 1, 2011, the Board of Directors of the Company unanimously approved an amendment to our Articles of Incorporation to increase the number of authorized shares of Common Stock from two hundred million (200,000,000) shares to one billion (1,000,000,000) shares, par value $0.001 per share.
The Board of Directors of the Company believes it is desirable to do so in anticipation of adopting an incentive stock option plan and having recently converted four promissory notes to shares of Common Stock. Also, the increase in the authorized number of shares of Common will enable us to engage in (i) possible future financings and (ii) such other corporate purposes as the Board of Directors determines in its discretion. Currently, we have no plans to issue any additional shares of Common Stock other than to fund our incentive stock option plan which will be funded with 50,000,000 shares of Common Stock.
Approval of the amendment required the consent of the holders of a majority of the outstanding shares of our common stock, as of the Record Date. David Saltrelli, one of our is our Majority Stockholder who owns approximately 54.32% of the outstanding shares of our common stock as of the Record Date and has given its consent to the amendment, and, accordingly, the requisite stockholder approval for this action was obtained by the execution of the Majority Stockholder’s written consent in favor of the action. We do not intend to seek additional stockholder approval prior to the effectiveness of this action. This Information Statement is being mailed to you solely for your information. We are not providing you with a proxy and you are not requested to send a proxy.
The names of those approving the name change appear below:
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David Saltrelli
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108,000,000 shares
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AMENDMENT TO ARTICLES OF INCORPORATION
Approximately twenty (20) days after this Information Statement has first been sent or given to stockholders, our Articles of Incorporation
REASONS FOR THE AMENDMENTS
We are currently authorized to issue 200,000,000 shares of Common Stock. Currently, there are 198,839,513 shares of Common Stock outstanding. After the increase in the authorized number of shares of Common Stock, there will be available for issuance, 801,160,487 shares of our Common Stock. The terms of the additional shares of Common Stock will be identical to those of the currently outstanding shares of Common Stock. The Share Increase Amendment will not alter the current number of issued shares. The relative rights and limitations of the shares of Common Stock would remain unchanged under the Share Increase Amendment.
The availability of additional authorized shares of Common Stock will enable us to engage in (i) possible future financings and (ii) such other corporate purposes as the Board of Directors determines in its discretion, and (iii) fund our proposed incentive stock option plan with 50,000,000 shares of Common Stock. These corporate purposes may include future stock splits, stock dividends or other distributions, future financings, acquisitions and stock options and other equity benefits under our employee benefit plans. Currently we have no plans to issue shares for the foregoing other than the incentive stock option plan.
CERTAIN AFFECTS OF THE AMENDMEN TO INCREASE OUR AUTHORIZED CAPITAL
The increase in authorized shares of Common Stock is not being proposed as a means of preventing or dissuading a change in control or takeover of us. However, use of these shares for such a purpose is possible. Authorized but unissued or unreserved Common Stock, for example, could be issued in an effort to dilute the stock ownership and voting power of persons seeking to obtain control of us or could be issued to purchasers who would support the Board of Directors in opposing a takeover proposal. In addition, the increase in authorized shares of Common Stock, if approved, may have the effect of discouraging a challenge for control or make it less likely that such a challenge, if attempted, would be successful. The Board of Directors and our executive officers have no knowledge of any current effort to obtain control of us or to accumulate large amounts of shares of our Common Stock.
The holders of shares of our Common Stock are not entitled to preemptive rights with respect to the issuance of additional shares of Common Stock or securities convertible into or exercisable for shares of Common Stock. Accordingly, the issuance of additional shares of our Common Stock or such other securities might dilute the ownership and voting rights of stockholders.
The proposed amendment to the Articles of Incorporation does not change the terms of the Common Stock. The additional shares of Common Stock for which authorization is sought will have the same voting rights, the same rights to dividends and distributions and will be identical in all other respects to the Common Stock now authorized.
If approved by stockholders, it is anticipated that the amendment to the Articles of Incorporation will become effective upon the filing of the Amended Articles of Incorporation with the Secretary of State for the State of Nevada, which filing is expected to occur 20 days after this Information Statement is mailed to shareholders.
STOCK OWNERSHIP
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of August 22, 2010 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors, (iii) each of our named executive officers; and (iv) officers and directors as a group. Unless otherwise indicated, the shareholder listed possesses sole voting and investment power with respect to the shares shown.
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Title of Class
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Name of
Beneficial Owner
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Amount and Nature of
Beneficial Ownership
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Percentage of
Common Stock(1)
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DIRECTORS AND EXECUTIVE OFFICERS
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Common Stock
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David Saltrelli
President and Director
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108,000,000
Direct
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54.32%
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Common Stock
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Peter Schuster
Secretary, Treasurer and Director
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0
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0%
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Common Stock
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All Directors and Executive
Officers as a Group (2 people)
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108,000,000
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54.32%
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(1)
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Based on 198,839,523 shares of our common stock issued and outstanding as of August 22, 2011, Under Rule 13d-3, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on August 22, 2011.
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MARKET FOR OUR COMMON STOCK
Our shares of common stock are traded on the Bulletin Board operated by the Financial Industry Regulatory Authority (the “Bulletin Board”) under the trading symbol “NSAV.”
ADDITIONAL AVAILABLE INFORMATION
We are subject to the information and reporting requirements of the Securities Exchange Act of 1934 and in accordance with such act we file periodic reports, documents and other information with the Securities and Exchange Commission relating to our business, financial statements and other matters. Such reports and other information may be inspected and are available for copying at the offices of the Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549 or may be accessed at www.sec.gov.