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

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended January 31, 2014
 
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number: 333-176969

DARKSTAR VENTURES, INC.
(Exact name of registrant as specified in its charter)

 Nevada
 
 26-0299456
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

410 Park Avenue
15th Floor
New York, NY 10022
(Address of principal executive offices)

(866) 360-7565
(Registrant’s telephone number, including area code)

_____________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
 
As of March 12, 2014, 107,145,000 shares of common stock, par value $0.0001 per share, were issued and outstanding.
 


 
 

 
TABLE OF CONTENTS

 
 
 
PAGE
 
PART I - FINANCIAL INFORMATION
         
Item 1.
Financial Statements
    3  
           
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    9  
           
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
    11  
           
Item 4.
Controls and Procedures
    11  
           
PART II - OTHER INFORMATION
         
Item 1.
Legal Proceedings
    12  
           
Item IA.
Risk Factors
    12  
           
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
    12  
           
Item 3.
Defaults Upon Senior Securities
    12  
           
Item 4.
Mine Safety Disclosures
    12  
           
Item 5.
Other Information
    12  
           
Item 6.
Exhibits
    13  
 
 
2

 

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.
 
DARKSTAR VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
 
   
January 31,
2014
   
July 31,
2013
 
    (Unaudited)        
ASSETS
             
Current Assets:
           
Cash and Cash Equivalents
  $ 1,108     $ 776  
Prepaid Expenses
    1,113       -  
 
               
Total Current Assets
    2,221       776  
 
               
Total Assets
  $ 2,221     $ 776  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
                 
Current Liabilities:
               
Accounts Payable
  $ 40,268     $ 33,979  
Note Payable
    82,650       59,350  
                 
Total Current Liabilities
    122,918       93,329  
                 
Commitments and Contingencies
               
                 
Stockholders’ Deficiency:
               
Preferred Stock, $.0001 par value; 5,000,000 shares authorized, none issued and outstanding
    -       -  
Common Stock, $.0001 par value; 500,000,000 shares authorized, 107,145,000 shares issued and outstanding at January 31, 2014 and July 31, 2013
    10,714       10,714  
Additional Paid-In Capital
    24,936       24,936  
Deficit Accumulated During the Development Stage
    (156,347 )     (128,203 )
                 
Total Stockholders’ Deficiency     (120,697 )     ( 92,553 )
                 
Total Liabilities and Stockholders’ Deficiency
  $ 2,221     $ 776  
 
The accompanying notes are an integral part of these condensed financial statements.

 
3

 
 
DARKSTAR VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)

               
For the Period
 
   
For the Six Months Ended
   
For the Quarter Ended
   
May 8, 2007
(Inception) to
 
   
January 31,
   
January 31,
   
January 31,
 
   
2014
   
2013
   
2014
   
2013
   
 2014
 
                               
Net Revenues
  $ -     $ -     $ -     $ -     $ -  
                                         
Costs and Expenses:
                                       
Professional Fees
    16,707       23,500       3,137       13,563       98,574  
Consulting Fees
    5,000       5,000       2,500       2,500       24,167  
Web Site Development
    -       -       -       -       5,000  
General and Administrative Expenses
    2,311       5,479       1,092       5,305       19,605  
                                         
Total Costs and Expenses
    24,018       33,979       6,729       21,368       147,346  
 
                                       
Operating Loss
    (24,018 )     (33,979 )     (6,729 )     (21,368 )     (147,346 )
                                         
Other Income (Expense)
                                       
Interest Expense
    (4,127 )     (1,187 )     (1,589 )     (545 )     (9,001 )
Total Other Income (Expense)
    (4,127 )     (1,187 )     (1,589 )     (545 )     (9,001 )
                                         
Net Loss
  $ (28,145 )   $ (35,166 )   $ (8,318 )   $ (21,913 )   $ (156,347 )
                                         
Basic and Diluted Loss Per Common Share
  $ (.00 )   $ (.00 )   $ (.00 )   $ (.00 )        
 
                                       
Weighted Average Common Shares Outstanding
    107,145,000       150,000,000       107,145,000       150,000,000          
 
The accompanying notes are an integral part of these condensed financial statements.
 
 
4

 
 
DARKSTAR VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIENCY
FOR THE SIX MONTHS ENDED JANUARY 31, 2014
(UNAUDITED)
 
   
Common Stock
   
Additional
Paid-In
   
Deficit
Accumulated
During the
Development
       
   
Shares
   
Amount
   
Capital
   
Stage
   
Total
 
                               
Balance, August 1, 2013
    107,145,000     $ 10,714     $ 24,936     $ (128,203 )   $ (92,553 )
                                         
Net Loss for the Six Months Ended January 31, 2014 (Unaudited)
    -       -       -       (28,144 )     (28,144 )
                                         
Balance, January 31, 2014 (Unaudited)
    107,145,000     $ 10,714     $ 24,936     $ (156,347 )   $ (120,697 )
 
The accompanying notes are an integral part of these condensed financial statements.
 
 
5

 

DARKSTAR VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
 
         
For the Period
May 8, 2007
 
   
For the Six Months Ended
   
(Inception) to
 
   
January 31,
    January 31,  
   
2014
   
2013
   
2014
 
Cash Flows from Operating Activities:
                 
Net Loss
  $ (28,145 )   $ (35,166 )   $ (156,347 )
Adjustments to Reconcile Net Loss to Net Cash (Used) in Operating Activities:
                       
Changes in Assets and Liabilities:
                       
(Increase) in Prepaid Expenses
    (1,113 )     -       (1,113 )
Increase in Accounts Payable
    6,290       6,134       40,268  
                         
Net Cash (Used) in Operating Activities
    (22,968 )     (29,032 )     (117,192 )
                         
Cash Flows from Investing Activities:
    -    
-
      -  
                         
Cash Flows from Financing Activities:
                       
Proceeds from Borrowings
    23,300       28,950       82,650  
Proceeds from Sale of Common Stock
    -       -       35,650  
 
                       
Net Cash Provided by Financing Activities
    23,300       28,950       118,300  
                         
Increase (Decrease) in Cash and Cash Equivalents
    332       (82 )     1,108  
                         
Cash and Cash Equivalents – Beginning of Period
    776       746       -  
                         
Cash and Cash Equivalents – End of Period
  $ 1,108     $ 664     $ 1,108  
                         
Supplemental Disclosures of Cash Flow Information:
                       
Interest Paid
  $ -     $ -     $ -  
Income Taxes Paid
  $ -     $ -     $ -  
 
The accompanying notes are an integral part of these condensed financial statements.
 
 
6

 
 
DARKSTAR VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
NOTE 1 - Organization and Basis of Presentation

Darkstar Ventures, Inc. (“the Company”) was incorporated on May 8, 2007 under the laws of the State of Nevada.

The Company has not yet generated revenues from planned principal operations and is considered a development stage company. The Company originally intended to market and sell eco-friendly health and wellness products to the general public via the internet. The Company has selected July 31 as its fiscal year end. The Company has been dormant from its inception to May 1, 2011. The Company has since abandoned its business plan and is now seeking an operating company with which to merge or to acquire. There can be no assurance that we will be able to identify a company and successfully effect such a business combination or merger.

In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein. These financial statements are condensed and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed financial statements should be read in conjunction with the Company’s July 31, 2013 audited financial statements and notes thereto included in the Company’s annual report on Form 10-K filed on October 18, 2013.

Results of operations for interim periods are not necessarily indicative of the results of operations for a full year.

The Company is a development stage company and has not commenced planned principal operations. The Company had no revenues and incurred a net loss of $ 28,145 for the six months ended January 31, 2014, and a net loss of $ 156,347 for the period May 8, 2007 (inception) to January 31, 2014. In addition, the Company has a working capital and stockholders’ deficiency of $ 120,697 at January 31, 2014. These factors raise substantial doubt about the Company's ability to continue as a going concern.

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.

The accompanying condensed financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

The Company is attempting to address its lack of liquidity by raising additional funds, either in the form of debt or equity or some combination thereof. During the six months ended January 31, 2014 the Company borrowed an additional $ 23,300 on the Note Payable to First Line (see Note 2). There can be no assurances that the Company will be able to generate revenues or raise the additional funds it requires.

 
7

 
 
DARKSTAR VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 2 - Note Payable

Note payable consists of the following:

Note payable, First Line Capital, LLC, bearing interest at 8% per annum and due March 31, 2014. The note allows the Company to borrow any amount in increments of up to $50,000. For the period April 1, 2013 to October 7, 2013, the Note was in default and interest was accrued at the default rate of 15%. On October 8, 2013, the Note was extended to March 31, 2014. As of such date, it is no longer in default. Accrued interest on this note was $ 9,001 and $ 4,875 as of January 31, 2014 and July 31, 2013, respectively.
 
NOTE 3 - Preferred Stock

The Company’s Board of Directors may issue authorized but unissued shares of preferred stock in series and at the time of issuance, determine the rights, preferences and limitation of each series. The holders of preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding-up of the Company before any payment is made to the holders of the common stock. Furthermore, the board of directors could issue preferred stock with voting and other rights that could adversely affect the voting power of the holders of the common stock.
 
NOTE 4 - Common Stock

In May 1, 2011 the Company sold 97,500,000 shares of common stock for $650 to the Founder of the Company.

On June 28, 2011 the Company sold 52,500,000 shares of common stock for $35,000 to private investors.

On May 23, 2013 the Company’s CEO returned 42,855,000 shares of common stock as additional paid in capital.

On June 28, 2013 FINRA confirmed a 15 for 1 forward split of the Company’s common stock to stockholders of record on July 8, 2013 as authorized by the Company’s Board of Directors. All share and per share data have been retroactively restated to reflect this recapitalization.
 
NOTE 5 - Commitments and Contingencies

On September 1, 2011 the Company entered into a one-year consulting agreement with First Line Capital, LLC ("First Line") under which First Line will provide certain business and corporate development services to the Company for an annual consulting fee of $10,000 payable on each August 31 during the term of the agreement beginning on August 31, 2012. The agreement will automatically renew for successive one-year terms unless terminated by either party at least 10 days prior to the end of the then current term. As of January 31, 2014 and July 31, 2013, accrued consulting fees included in Accounts Payable amounted to $24,167 and $19,167, respectively.

 
8

 
 
Item 2. Management’s Discussion and Analysis or Plan of Operations.

As used in this Quarterly Report on Form 10-Q, references to the “Company,” “Darkstar”, “we,” “our” or “us” refer to Darkstar Ventures, Inc. unless the context otherwise indicates.

Forward-Looking Statements

The following discussion should be read in conjunction with the financial statements of the Company which are included elsewhere in this Form 10-Q. Certain statements contained in this report, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and the products it expects to offer and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by federal securities and any other applicable law.

History                                             

We are a development stage company that was originally established to offer eco-friendly health and wellness products to the general public via the internet. We are currently a shell company seeking an acquisition candidate. There can be no assurances that we will be successful in doing so, or on favourable terms.
 
Plan of Operation
 
Given our limited resources and the fact that we have never generated any revenues from the sale of our products, we are no longer focused on operating a business and have abandoned our business plan. We are attempting to identify and negotiate with another company for the business combination or merger of that entity with and into our DarkStar. We would seek, investigate and, if such investigation warrants, acquire an interest in one or more business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of a publicly held corporation. At this time, we have no plan, proposal, agreement, understanding or arrangement to acquire or merge with any specific business or company, and the Company has not identified any specific business or company for investigation and evaluation. No member of management or promoter of the Company has had any material discussions with any other company with respect to any acquisition of that company.
 
We will not restrict our search for another target company to any specific business, industry or geographical location, and the Company may participate in a business venture of virtually any kind or nature. The discussion of the proposed plan of operation under this caption and throughout this Quarterly Report is purposefully general and is not meant to be restrictive of the Company's virtually unlimited discretion to search for and enter into potential business opportunities.
 
 
9

 
 
For the three months ended January 31, 2014 and January 31, 2013
 
Revenues
 
The Company is in its development stage and did not generate any revenues during the three months ended January 31, 2014 and January 31, 2013.
 
Total operating expenses
 
For the three months ended January 31, 2014, total operating expenses were $6,729, which included professional fees in the amount of $3,137, consulting fees of $2,500 and general and administrative expenses of $1,092. For the three months ended January 31, 2013, total operating expenses were $21,368, which included professional fees in the amount of $13,563, consulting fees of $2,500 and general and administrative expenses of $5,305.
 
Net loss
 
For the three months ended January 31, 2014, the Company had a net loss of $8,318, as compared to a net loss for the three months ended January 31, 2013 of $21,913. For the period May 8, 2007 (inception) to January 31, 2014 the Company incurred a net loss of $156,347.
 
For the six months ended January 31, 2014 and January 31, 2013
 
Revenues
 
The Company is in its development stage and did not generate any revenues during the six months ended January 31, 2014 and January 31, 2013.
 
Total operating expenses
 
For the six months ended January 31, 2014, total operating expenses were $24,018, which included professional fees in the amount of $16,707, consulting fees of $5,000 and general and administrative expenses of $2,311. For the six months ended January 31, 2013, total operating expenses were $33,979, which included professional fees in the amount of $23,500, consulting fees of $5,000 and general and administrative expenses of $5,479.
 
Net loss
 
For the six months ended January 31, 2014, the Company had a net loss of $28,145, as compared to a net loss for the six months ended January 31, 2013 of $35,166. For the period May 8, 2007 (inception) to January 31, 2014 the Company incurred a net loss of $156,347.
 
Liquidity and Capital Resources

As of January 31, 2014, the Company had a cash balance of $1,108. We currently have the ability to borrow any amount in increments of up to $50,000 from our consultant First Line, with all such borrowings along with accrued interest on the outstanding balance at 8% per annum, due March 31, 2014. As of January 31, 2014, we owed First Line $82,650 and $9,001 of accrued interest. There can be no assurances that the Company will be able to generate revenues or raise the additional funds it requires.

The Company believes that it will require $25,000 for the next twelve months and its current cash is insufficient to fund its expenses over the next twelve months. There can be no assurance that additional capital will be available to the Company. Other than our agreement with First Line to borrow any amount in increments of up to $50,000 the Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.
 
 
10

 
 
Going Concern Consideration
 
The Company is a development stage company and has not commenced planned principal operations. The Company had no revenues and incurred a net loss of $8,318 for the quarter ended January 31, 2014, and a net loss of $156,347 for the period May 8, 2007 (inception) to January 31, 2014. In addition, the Company has a working capital and stockholders’ deficiency of $120,697 at January 31, 2014. These factors raise substantial doubt about the Company's ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. Our financial statements do not include any adjustments that may be necessary if we are unable to continue as a going concern.
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our principal executive officer and principal financial officer conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of January 31, 2014. Based on this evaluation, our principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of January 31, 2014 to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that the Company’s disclosure and controls are designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
11

 
 
PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 1A. Risk Factors.

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Recent sales of unregistered securities

None

Purchases of equity securities by the issuer and affiliated purchasers.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable

Item 5. Other Information.
 
None
 
 
12

 
 
Item 6. Exhibits.
 
Exhibit No.
 
Description
     
31  
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act 
     
32  
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
 
101.INS **
 
XBRL Instance Document
     
101.SCH **
 
XBRL Taxonomy Extension Schema Document
     
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
13

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
DARKSTAR VENTURES, INC.
 
 
 
 
 
Dated: March 13, 2014
By
/s/ Chizkyau Lapin
 
 
Name:
Chizkyau Lapin
 
 
Title:
Chairman, President, Chief Executive Officer, Chief Financial Officer and director (Principal Executive Officer and Principal Financial and Accounting Officer) 
 
 
 
 
14