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EX-32 - EXHIBIT-32 - Samsara Luggage, Inc.exhibit32.htm
EX-31.2 - EXHIBIT-31.2 - Samsara Luggage, Inc.exhibit31-2.htm
EX-31.1 - EXHIBIT-31.1 - Samsara Luggage, Inc.exhibit31-1.htm



Washington, D.C. 20549







For the quarter ended October 31 2015




Commission file number:000-54649




(Exact name of registrant as specified in its charter)


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




(Address of principal executive offices)

PHONE 972-544592892


Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 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 December 10 2015, 107,145,000 shares of common stock, par value $0.0001 per share, were issued and outstanding







QUARTER ENDED October 31 2015




Item 1. Financial Statements 2
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 3
Item 3 Quantitative and Qualitative Disclosures About Market Risk 5
Item 4 Controls and Procedures 5

Item 1. Legal proceedings

Item 1A. Risk Factors 5
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 5
Item 3. Defaults Upon Senior Securities 6
Item 4. Mine Safety Disclosures 6
Item 5. Other Information 6
Item 6. Exhibits 6
Signatures 7








Item 1. Financial Statements.





Consolidated Balance Sheets F-1
Consolidated Statements of Operations (Unaudited) F-2
Consolidated Statement of Stockholders' Equity (Unaudited) F-3
Consolidated Statements of Cashflows (Unaudited) F-4
Notes to Consolidated Financial Statements F-5





Darkstar Ventures Inc
Consolidated Balance Sheets
   October 31,  July 31,
   2015  2015
   (Unaudited)  (Audited)
Current Assets:          
Cash  $—     $215 
Accounts Receivable and other assets   4,330    270 
Total current assets   4,330    485 
Total assets  $4,330   $485 
Current Liabilities:          
Accounts payable and accrued liabilities  $8,088   $1,419 
Loan payable - related party   225,573    203,681 
Total current liabilities   233,661    205,100 
Stockholders' Deficit:          
Preferred stock, 5,000,000 shares authorized, par value $0.0001,          
none issued and outstanding          
Common stock, 500,000,000 shares authorized, par value $0.0001,          
107,145,000 shares issued and outstanding   10,714    10,714 
Additional paid in capital   24,936    24,936 
Accumulated Deficit   (264,981)   (240,265)
Total stockholders' deficit   (229,331)   (204,615)
Total liabilities and stockholders' deficit  $4,330   $485 
The accompanying notes are an integral part of these financial statements.





Darkstar Ventures Inc
Consolidated Statements of Operations
   For The Three  For The Three
   Months Ended  Months Ended
   October 31,  October 31,
   2015  2014
Revenue  $—     $—   
General and Administrative expenses   24,684    15,501 
Operating loss   (24,684)   (15,501)
Interest expense   129    1,882 
Foreign currency gain (loss)   (97)   —   
Loss before income taxes   (24,716)   (17,383)
Provision for Income Taxes   —      —   
Net loss  $(24,716)  $(17,383)
Basic and Diluted          
Loss Per Common Share  $(0.00)  $(0.00)
Weighted Average Number of          
Common Shares Outstanding   107,145,000    107,145,000 
The accompanying notes are an integral part of these financial statements.





Darkstar Ventures Inc
Consolidated Statement of Stockholders' Equity
         Additional     Stockholders'
   Common Stock  Paid in  Accumulated  Equity
   Shares  Amount  Capital  Deficit  (Deficit)
Balance - July 31, 2013   107,145,000   $10,714   $24,936   $(128,203)  $(92,553)
Net Loss for the Year Ended July 31, 2014                  (48,651)   (48,651)
Balance - July 31, 2014   107,145,000   $10,714   $24,936   $(176,854)  $(141,204)
Net Loss for the Year Ended July 31, 2015   —      —      —      (63,411)   (63,411)
Balance - July 31, 2015   107,145,000   $10,714   $24,936   $(240,265)  $(204,615)
Net Loss for the Period Ended October 31, 2015   —      —      —      (24,716)   (24,716)
Balance - October 31, 2015   107,145,000   $10,714   $24,936   $(264,981)  $(229,331)
The accompanying notes are an integral part of these financial statements.





Darkstar Ventures Inc
Consolidated Statements of Cashflows
   For The Three  For The Three
   Months Ended  Months Ended
   October 31,  October 31,
   2015  2014
Net loss  $(24,716)  $(17,383)
Adjustments to reconcile net loss to cash used          
in operating activities:          
Increase in receivables and other assets   (4,060)   —   
Increase in payables   6,669    11,841 
Net cash used in operating activities   (22,107)   (5,542)
Proceeds from loan payable   —      5,480 
Proceeds from loan payable - related party   21,892    —   
Cash provided by financing activities   21,892    5,480 
Net change in cash   (215)   (62)
Cash, Beginning of Period   215    556 
Cash, End of Period  $—     $494 
Cash paid during the period for:          
Interest  $—     $—   
Income taxes  $—     $—   
The accompanying notes are an integral part of these financial statements.









NOTE 1 - Summary of Significant Accounting Policies




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


The Company established a wholly-owned subsidiary in Israel, Bengio Urban Renewals Ltd., to focus its limited resources in the area of real estate development, particularly focusing on the urban renewal market in Israel.


The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company’s current business plan.


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, 2015 audited financial statements and notes thereto included in the Company’s annual report on Form 10-K.


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


Principles of Consolidation


The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.


Cash and Cash Equivalents


The Company considers all highly-liquid investments purchased with a maturity of three months or less to be cash equivalents.


Revenue Recognition


For revenue from product sales, the Company will recognize revenue in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition” (SAB No. 104), which superseded Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB No. 101). SAB No. 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowance, and other adjustments will be provided for in the same period the related sales are recorded.


Advertising Costs


Advertising costs will be charged to operations when incurred. The Company did not incur any advertising costs during the periods ended October 31, 2015 and 2014.





Income Taxes 


The Company accounts for income taxes using the asset and liability method, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting and the tax bases of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.


Loss Per Share


The computation of loss per share is based on the weighted average number of common shares outstanding during the period presented. Diluted loss per common share is the same as basic loss per common share as there are no potentially dilutive securities outstanding (options and warrants).


Accounting Estimates


The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates.


Fair Value Measurements


The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance describes a fair value hierarchy based on the levels of inputs, or which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:


Level 1: Quoted prices in active markets for identical assets or liabilities.


Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or corroborated by observable market data or substantially the full term of the assets or liabilities.


Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities.


The Company's financial instruments include cash and equivalents, accounts payable and notes payable.


The carrying amounts of cash and equivalents, accounts payable and notes payable approximate fair value because of the short maturity of these instruments.


Recent Accounting Pronouncements


On June 10, 2014, the Financial Accounting Standards Board (FASB) issued a new accounting standard that reduces some of the disclosure and reporting requirements for development stage entities. The change was effective for interim and annual reporting periods beginning after December 15, 2014. As of such date, among other things, development stage entities are no longer required to report inception-to date information. 


NOTE 2 - Going Concern


The Company has not commenced planned principal operations. The Company had an accumulated deficit of $264,981 as of October 31, 2015. In addition, the Company had a working capital deficiency of $229,331 at October 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 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.


NOTE 3 -  Related Party Transactions


As of October 31, 2015, loans from a stockholder amounted to $225,573 and represent working capital advances. The loans are unsecured, non-interest bearing, and due on demand.


NOTE 4 -  Income Taxes


At October 31, 2015 the Company had available net-operating loss carryforwards for Federal tax purposes of approximately $249,000, which may be applied against future taxable income, if any, through 2035. Certain significant changes in ownership of the Company may restrict the future utilization of these tax loss carryforwards.


At October 31, 2015 the Company had a deferred tax asset of approximately $85,000 representing the benefit of its net operating loss carryforwards. The Company has not recognized the tax benefit because realization of the tax benefit is uncertain and thus a valuation allowance has been fully provided against the deferred tax asset. The difference between the Federal Statutory Rate of 34% and the Company’s effective tax rate of 0% is due to an increase in the valuation allowance of approximately $5,000 and $20,000 for the periods ended October 31, 2015 and July 31, 2015, respectively.


The Company’s subsidiary has estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately $15,000 as of October 31, 2015, which may be carryforward to offset against future income for an indefinite period of time.


NOTE 5 -  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.





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


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


Forward-Looking Statements


The following discussion should be read in conjunction with our unaudited financial statements, which are included elsewhere in this Form 10-Q (the “ Report” ). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “ may, ”“ should, ”“ expects, ”“ plans, ”“ anticipates, ”“ believes, ”“ estimates, ”“ predicts, ”“ potential ” or “ continue ” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry ’ s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.


Corporate Background and Business Overview


We were incorporated on May 8, 2007 in the State of Nevada. 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. As we had previously disclosed, on November 20, 2012, we entered into a binding letter of intent (“LOI”) with Real Aesthetic, Inc., a Nevada corporation (“Real Aesthetic”), to acquire all of the issued and outstanding shares of common stock in exchange for common stock of the Company. The closing of the transactions contemplated by the LOI was subject to the completion of the due diligence investigation of both parties, execution and delivery of documentation for the transaction, consents from the respective boards of directors of both companies and any third parties and the delivery of audited financial statements by Real Aesthetic. Subsequently, we decided not to pursue the contemplated transaction with Real Aesthetic. The Company has since abandoned its business plan.


The Registrant has recently determined, through its recently established, wholly-owned new Israeli subsidiary, Bengio Urban Renewals Ltd to focus its limited resources in the area of real estate development, particularly focusing on the urban renewal market in Israel. We believe, based upon the current real estate market in Israel, that urban renewal projects present an opportunity for us to generate revenues and profits, which we have never experienced since our inception.  The basis for our belief is that in several major Israeli cities, there is virtually no more room to grow. As a result, several municipal governments have allowed older buildings to be renovated, thereby giving their respective cities the opportunity to develop new apartments to be added to or replacing existing buildings. 


Additionally, municipalities have express their concern that many buildings constructed before 1980 will be unable to withstand earthquakes. In Israel, very few apartment buildings are owned by a single person or entity and since the majority of apartments within buildings are privately owned, the burden to renovate buildings in order to render them safer in the event of a major earthquake primarily falls on the the multiple owners of various apartment buildings and complexes. 


“Tama 38” is an Israeli national zoning plan whereby a contractor assumes the responsibility of renovating an apartment building. In exchange for covering all costs of renovations, securing building permits and paying requisite taxes, the contractor has is granted the right to build additional floors to the existing building and sell the apartments built on these floors. 


The apartment owners benefit by receiving a modernized building, strengthened against earthquakes, as well as the additional apartments added to their buildings. In some cases balconies, storage rooms, parking spaces and elevators may be added as well, further enhancing the building’s value.





“PinuiBinui” projects are defined as development where the residents of apartments are temporarily evacuated so that the buildings may be demolished and rebuilt.  The tenants then return to new apartments in the newly finished and renovated building.  The contractor pays all costs for demolition, construction, relocating apartment owners and renting their temporary homes during construction.  In exchange, the contractor adds new apartments in the building which are sold to generate profit.


As with “Tama 38,” the value of the apartments in the building is increased thereby benefitting the owners and the tenants return to a new, often larger and safer apartment in a building often with more amenities.


Our management believes that this convergence of several current market factors should potentially provide an excellent opportunity for the Registrant and its shareholders. Nevertheless, there can be no assurance that we will be successful in our new endeavors or that we will have the necessary capital to fulfill our new business plan.




Other than our current director and officer, we have no employees at October 31, 2015.


Transfer Agent


We have engaged Vstock Transfer LLC, 77 Spruce Street, Suite 201, Cedarhurst, NY, 11516 as our stock transfer agent. Their telephone number is (212) 828-8436 and their fax number is (646) 536-3179. The transfer agent is responsible for all record-keeping and administrative functions in connection with our issued and outstanding common stock.


Results of Operations


Results of operations for the three months ended October 31 2015


The Company did not generate any revenues from operations for the three months ended October 31 2015


During the three months ended October 31 2015 the operating expenses and the net loss was$24,684 and $24,716 respectively. The operating expenses and net loss was primarily the result of professional fees, legal, auditing and other consulting fees associated with SEC compliance.


We expect to continue to incur significant operating expenses. As a result, we will need to generate significant revenues to achieve profitability, which may not occur. Even if we do achieve profitability, we may be unable to sustain or increase profitability on a quarterly or annual basis in the future.


Liquidity and Capital Resources


Our cash balance as of October 31 , 2015 was $0.. The Company is currently seeking to raise equity thru private placements to enable the implementation of its current TAMA 38 business plan .


Going Concern Consideration


Our auditors have issued an opinion on our annual financial statements which includes a statement describing our going concern status. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills and meet our other financial obligations. This is because we have not generated any revenues and no revenues are anticipated until we begin marketing the product which cannot be guaranteed.





Off-Balance Sheet Arrangements


We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


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


The Company's Chief Executive Officer, who is also the Chief Financial and Accounting Officer, evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly report. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply their judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based upon that evaluation, the CEO  concluded that, as of October 31 , 2015, the Company’s disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.   As a result of this evaluation, management identified the following deficiencies, which are deemed to be material weaknesses:


☐       Due to the size of the Company, there is a lack of segregation of duties, which would allow for proper processing, review and approval of transactions and events that have an impact on the Company’s financial results.


☐       The Company lacks a system to allow for the review and monitoring of internal control over financial reporting, which would mitigate concerns related to management’s override of controls.


☐       The Company lacks an independent Audit Committee, which can provide oversight of management and the financial reporting process.


Changes in Internal Control over Financial Reporting


There were no changes in our internal controls over financial reporting for the three months ended October 31 2015 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.






Item 1. Legal Proceedings




Item 1 A. 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.


During the quarter ended October 31 30 2015, the Company did not issue any shares of unregistered common stock.


Item 3. Defaults Upon Senior Securities.




Item 4. Mine Safety Disclosures




Item 5. Other Information.




Item 6. Exhibits


31.1 and 31.2 Certification of Principal Executive and Financial Officer pursuant to Section 302 of  the Sarbanes-Oxley Act
32 Certification of Principal Executive and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act







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.




December 10 2015


 /s/ Avraham Bengio
CEO / Director and Internal Accounting Officer