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EX-31 - CERTIFICATION - Darkstar Ventures, Inc.davc_ex31.htm

 

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, 2015

 

¨ 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 ¨

 

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 ¨   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

¨

Accelerated filer

¨

Non-accelerated filer

¨

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 ¨

 

As of March 13, 2015, 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 1A.

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.

CONDENSED BALANCE SHEET

 

    January 31,
2015
    July 31,
2014
 
    (Unaudited)      

ASSETS

Current Assets:

       

Cash and Cash Equivalents

 

$

419

   

$

556

 
               

Total Current Assets

   

419

     

556

 
               

Total Assets

 

$

419

   

$

556

 
               

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

               

Current Liabilities:

               

Accounts Payable

 

$

73,370

   

$

51,070

 

Note Payable

   

96,170

     

90,690

 
               

Total Current Liabilities

   

169,540

     

141,760

 
               

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    

10,714

     

10,714

 

Additional Paid-In Capital

   

24,936

     

24,936

 

Accumulated Deficit

 

(204,771

)

 

(176,854

)

               

Total Stockholders’ Deficiency

 

(169,121

)

 

(141,204

)

               

Total Liabilities and Stockholders’ Deficiency

 

$

419

   

$

556

 

 

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

 

 
3

 

DARKSTAR VENTURES, INC.

CONDENSED STATEMENT OF OPERATIONS

(UNAUDITED)

 

    For the Six Months Ended   For the Quarter Ended  
    January 31,   January 31,  
    2015     2014     2015     2014  
                 

Net Revenues

 

$

-

   

$

-

   

$

-

   

-

 
                               

Costs and Expenses:

                               

Professional Fees

   

17,260

     

16,707

     

5,450

     

3,137

 

Consulting Fees

   

5,000

     

5,000

     

2,500

     

2,500

 

General and Administrative Expenses

   

1,836

     

2,311

     

645

     

1,092

 
                               

Total Costs and Expenses

   

24,096

     

24,018

     

8,595

     

6,729

 
                               

Operating Loss

 

(24,096

)

 

(24,018

)

 

(8,595

)

 

(6,729

)

                               

Other Income (Expense)

                               

Interest Expense

 

(3,821

)

 

(4,127

)

 

(1,939

)

 

(1,589

)

Total Other Income (Expense)  

 

(3,821

)

 

(4,127

)

 

(1,939

)

 

(1,589

)

                               

Net Loss

 

$

(27,917

)

 

$

(28,145

)

 

$

(10,534

)

 

$

(8,318

)

                               

Basic and Diluted Loss Per Common Share

 

$

(.00

)

 

$

(.00

)

 

$

(.00

)

 

$

(.00

)

                               

Weighted Average Common Shares Outstanding

   

107,145,000

     

107,145,000

     

107,145,000

     

107,145,000

 

 

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

 

 
4

 

DARKSTAR VENTURES, INC.

CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

FOR THE SIX MONTHS ENDED JANUARY 31, 2015

(UNAUDITED)

 

  Common Stock     Additional
Paid-In
    Accumulated      
    Shares     Amount     Capital     Deficit     Total  
                     

Balance, August 1, 2014

 

107,145,000

   

$

10,714

   

$

24,936

   

$

(176,854

)

 

$

(141,204

)

Net Loss for the Six Months Ended January 31, 2015

   

-

     

-

     

-

   

(27,917

)

 

(27,917

)

                                       

Balance, January 31, 2015

   

107,145,000

   

$

10,714

   

$

24,936

   

$

(204,771

)

   

(169,121

 

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

 

 
5

 

DARKSTAR VENTURES, INC.

CONDENSED STATEMENT OF CASH FLOWS

(UNAUDITED)

 

  For the Six Months Ended  
  January 31,  
 

2015

   

2014

 

Cash Flows from Operating Activities:

               

Net Loss

 

$

(27,917

)

 

$

(28,145

)

Adjustments to Reconcile Net Loss to Net Cash (Used) in Operating Activities:

               

Changes in Assets and Liabilities:

               

(Increase) in Prepaid Expenses 

   

-

   

(1,113

)

Increase in Accounts Payable  

   

22,300

     

6,290

 
               

Net Cash (Used) in Operating Activities 

 

(5,617

)

 

(22,968

)

               

Cash Flows from Investing Activities:

   

-

     

-

 
               

Cash Flows from Financing Activities:

               

Proceeds from Note Payable

   

5,480

     

23,300

 
               

Net Cash Provided by Financing Activities

   

5,480

     

23,300

 
               

Increase (Decrease) in Cash and Cash Equivalents

 

(137

)

   

332

 
               

Cash and Cash Equivalents – Beginning of Period

   

556

     

776

 
               

Cash and Cash Equivalents – End of Period

 

$

419

   

$

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. 

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

NOTE 1 - Organization and Basis of Presentation

 

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

 

The Company has not generated revenues from planned principal operations. The Company has been dormant and is 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, 2014 audited financial statements and notes thereto included in the Company’s annual report on Form 10-K filed on October 24, 2014.

 

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

 

The Company has not commenced planned principal operations. The Company had no revenues and incurred a net loss of $27,917 for the six months ended January 31, 2015. In addition, the Company has a working capital and stockholders’ deficiency of $169,121 at January 31, 2015. 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, 2015 the Company borrowed an additional $5,480 on the Note Payable to First Line Capital, LLC (see Note 3). 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.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

NOTE 2 - Recent Accounting Pronouncements

 

On June 10, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-10 (ASU 2014-10), Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. ASU 2014-10 will be effective for interim and annual reporting periods beginning after December 15, 2014. The update became effective for the Company during the quarter ended January 31, 2015. The adoption of this standard has no effect on the Company’s results of operations.

 

NOTE 3 - Note Payable

 

Note payable, First Line Capital, LLC, bears interest at 8% per annum and is due March 31, 2015. The note allows the Company to borrow any amount in increments of up to $50,000. Accrued interest on this note included in Accounts Payable was $17,614 and $13,793 as of January 31, 2015 and July 31, 2014, respectively.

 

NOTE 4 - 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 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, 2015 and July 31, 2014, accrued consulting fees included in Accounts Payable amounted to $34,167 and $29,167, respectively. On October 14, 2014, the parties entered into an amendment to the consulting agreement providing that the agreement will terminate July 31, 2015. Compensation terms under the amended agreement remained the same.

 

NOTE 6 - Subsequent Events

 

The Company has evaluated subsequent events through the date the financial statements were issued and up to the time of filing of the financial statements with the Securities and Exchange Commission.

 

 
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 our business, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company 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 were 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, 2015 and January 31, 2014

 

Revenues

 

The Company did not generate any revenues during the three months ended January 31, 2015 and January 31, 2014.

 

Total operating expenses

 

For the three months ended January 31, 2015, total operating expenses were $8,595, which included professional fees in the amount of $5,450, consulting fees of $2,500 and general and administrative expenses of $645. 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.

 

Net loss

 

For the three months ended January 31, 2015, the Company had a net loss of $10,534, as compared to a net loss for the three months ended January 31, 2014 of $8,318.

 

For the six months ended January 31, 2015 and January 31, 2014

 

Revenues

 

The Company did not generate any revenues during the six months ended January 31, 2015 and January 31, 2014.

 

Total operating expenses

 

For the six months ended January 31, 2015, total operating expenses were $24,096, which included professional fees in the amount of $17,260, consulting fees of $5,000 and general and administrative expenses of $1,836. 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.

 

Net loss

 

For the six months ended January 31, 2015, the Company had a net loss of $27,917, as compared to a net loss for the six months ended January 31, 2014 of $28,145.

 

Liquidity and Capital Resources

 

As of January 31, 2015, the Company had a cash balance of $419. During the six months ended January 31, 2015, the Company borrowed an additional $5,480 on the note payable to First Line Capital, LLC. The note, with all such borrowings along with accrued interest on the outstanding balance at 8% per annum, is due March 31, 2015. As of January 31, 2015, we owed First Line $96,170 on the note payable, and $17,614 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 $35,000 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 note with First Line, 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 has not commenced planned principal operations. The Company had no revenues and incurred a net loss of $27,917 for six months’ ended January 31, 2015. In addition, the Company had a working capital and stockholders’ deficiency of $169,121 at January 31, 2015. 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. 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, 2015. 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, 2015 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 Section 302 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

 

 
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 16, 2015

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