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EX-31 - EXHIBIT 31 - Darkstar Ventures, Inc.v412490_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 April 30, 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 x   No ¨

 

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

 

 
 

  

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

DARKSTAR VENTURES, INC.

 

CONDENSED BALANCE SHEET

  

   April 30, 2015   July 31, 2014 
   (Unaudited)     
         
ASSETS          
           
Current Assets:          
           
Cash and Cash Equivalents  $413   $556 
           
Total Current Assets   413    556 
           
Total Assets  $413   $556 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY          
           
Current Liabilities:          
           
Accounts Payable  $67,318   $51,070 
           
Note Payable   115,670    90,690 
           
Total Current Liabilities   182,988    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   (218,225)   (176,854)
           
Total Stockholders’ Deficiency   (182,575)   (141,204)
           
Total Liabilities and Stockholders’ Deficiency  $413   $556 

 

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

 

F-1
 

  

DARKSTAR VENTURES, INC.

 

CONDENSED STATEMENT OF OPERATIONS

 

(UNAUDITED)

 

 

   For the Nine Months Ended   For the Quarter Ended 
   April 30,   April 30, 
   2015   2014   2015   2014 
                 
Net Revenues  $-   $-   $-    - 
                     
Costs and Expenses:                    
                     
Professional Fees   24,010    20,957    6,750    4,250 
                     
Consulting Fees   7,500    7,500    2,500    2,500 
                     
General and Administrative Expenses   3,913    2,694    2,077    383 
                     
Total Costs and Expenses   35,423    31,151    11,327    7,133 
                     
Operating Loss   (35,423)   (31,151)   (11,327)   (7,133)
                     
Other Income (Expense)                    
                     
Interest Expense   (5,948)   (6,421)   (2,127)   (2,294)
                     
Total Other Income (Expense)   (5,948)   (6,421)   (2,127)   (2,294)
                     
Net Loss  $(41,371)  $(37,572)  $(13,454)  $(9,427)
                     
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.

 

F-2
 

  

DARKSTAR VENTURES, INC.

 

CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

 

FOR THE NINE MONTHS ENDED APRIL 30, 2015

 

(UNAUDITED)

 

 

       Additional         
   Common Stock   Paid-I   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 Nine Months Ended April 30, 2015   -    -    -    (41,371)   (41,371)
                          
Balance, April 30, 2015   107,145,000   $10,714   $24,936   $(218,225)  $(182,575)

 

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

 

F-3
 

  

DARKSTAR VENTURES, INC.

 

CONDENSED STATEMENT OF CASH FLOWS

 

(UNAUDITED)

  

   For the Nine Months Ended 
   April 30, 
   2015   2014 
         
Cash Flows from Operating Activities:          
           
Net Loss  $(41,371)  $(37,573)
           
Adjustments to Reconcile Net Loss to Net Cash          
           
(Used) in Operating Activities:          
           
Changes in Assets and Liabilities:          
           
(Increase) in Prepaid Expenses   -    (1,112)
           
Increase (Decrease) in Accounts Payable   2,800    (2,662)
           
Increase in Accrued Consulting   7,500    7,500 
           
Increase in Accrued Interest   5,948    6,420 
           
Net Cash (Used) in Operating Activities   (25,123)   (27,427)
           
Cash Flows from Investing Activities:   -    - 
           
Cash Flows from Financing Activities:          
           
Proceeds from Borrowings   24,980    27,725 
           
Net Cash Provided by Financing Activities   24,980    27,725 
           
Increase (Decrease) in Cash and Cash Equivalents   (143)   298 
           
Cash and Cash Equivalents – Beginning of Period   556    776 
           
Cash and Cash Equivalents – End of Period  $413   $1,074 
           
Supplemental Disclosures of Cash Flow Information:          
           
Interest Paid  $-   $- 
           
Income Taxes Paid  $-   $- 

 

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

 

F-4
 

 

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 $41,371 for the nine months ended April 30, 2015. In addition, the Company has a working capital and stockholders’ deficiency of $182,575 at April 30, 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 nine months ended April 30, 2015 the Company borrowed an additional $19,500 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.

 

F-5
 

  

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 $19,741 and $13,793 as of April 30, 2015 and July 31, 2014, respectively. As of April 30, 2015 the note payable was past due.

 

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 April 30, 2015 and July 31, 2014, accrued consulting fees included in Accounts Payable amounted to $36,667 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.

 

On June 11, 2015, an officer and shareholder of the Company purchased all of our outstanding indebtedness from First Line Capital, LLC.

 

F-6
 

 

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. 51% of our issued and outstanding common stock was recently purchased by Mr. Avraham Bengio, an individual resident in Israel. On June 4, 2015, First Line Capital LLC terminated its consulting agreement with us. On June 11, 2015, Mr. Bengio purchased all of our outstanding indebtedness from First Line Capital, LLC, which had lent us money in addition to acting as a consultant to us. We are currently a shell company seeking an operating business. There can be no assurances that we will be successful in doing so, or on favorable 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 have abandoned our original business plan. We are attempting to identify a business opportunity in which we can invest. We would seek, investigate and, if such investigation warrants, acquire an interest in one or more business opportunities presented to us 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 we have 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.

 

2
 

  

For the three months ended April 30, 2015 and April 30, 2014

 

Revenues

 

The Company did not generate any revenues during the three months ended April 30, 2015 and April 30, 2014.

 

Total operating expenses

 

For the three months ended April 30, 2015, total operating expenses were $11,327 which included professional fees in the amount of $6,750 consulting fees of $2,500 and general and administrative expenses of $2,077. For the three months ended April 30, 2014, total operating expenses were $7,133, which included professional fees in the amount of $4,250 consulting fees of $2,500 and general and administrative expenses of $383.

 

Net loss

 

For the three months ended April 30, 2015, the Company had a net loss of $13,454 as compared to a net loss for the three months ended April 30, 2014 of $9,427.

 

For the nine months ended April 30, 2015 and April 30, 2014

 

Revenues

 

The Company did not generate any revenues during the nine months ended April 30, 2015 and April 30, 2014.

 

Total operating expenses

 

For the nine months ended April 30, 2015, total operating expenses were $35,423, which included professional fees in the amount of $24,010, consulting fees of $7,500 and general and administrative expenses of $3,913. For the nine months ended April 30, 2014, total operating expenses were $31,151, which included professional fees in the amount of $20,957, consulting fees of $7,500 and general and administrative expenses of $2,694.

 

Net loss

 

For the nine months ended April 30, 2015, the Company had a net loss of $41,371, as compared to a net loss for the nine months ended April 30, 2014 of $37,572.

 

Liquidity and Capital Resources

 

As of April 30, 2015, the Company had a cash balance of $413. During the nine months ended April 30, 2015, the Company borrowed an additional $24,980 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, was purchased by Mr. Avraham Bengio, our 51% shareholder, on June 11, 2015. The note was due on March 31, 2015, and had been overdue. The note is now payable on the demand of Mr. Bengio. As of April 30, 2015, we owed First Line $115,980 on the note payable, including 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 approximately $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. 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.

 

3
 

  

Going Concern Consideration

 

The Company has not commenced planned principal operations. The Company had no revenues and incurred a net loss of $41,371 for nine months’ ended April 30, 2015. In addition, the Company had a working capital and stockholders’ deficiency of $182,575 at April 30, 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 April 30, 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 April 30, 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.

 

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.

 

4
 

  

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.

 

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

 

5
 

  

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: June 12, 2015 By: /s/ Avraham Bengio
  Name: Avraham Bengio
  Title: Chairman, President, Chief Executive Officer, Chief Financial Officer and director (Principal Executive Officer and Principal Financial and Accounting Officer) 

 

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