Samsara Luggage, Inc. - Quarter Report: 2013 October (Form 10-Q)
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 October 31, 2013
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)
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Nevada
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26-0299456
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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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 o No x
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):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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x
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(Do not check if a smaller reporting company)
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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 December 12, 2013, 107,145,000 shares of common stock, par value $0.0001 per share, were issued and outstanding.
TABLE OF CONTENTS
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PAGE
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PART I FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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3 | |||
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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10 | |||
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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12 | |||
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Item 4.
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Controls and Procedures
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12 | |||
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PART II OTHER INFORMATION
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Item 1.
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Legal Proceedings
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13 | |||
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Item IA.
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Risk Factors
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13 | |||
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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13 | |||
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Item 3.
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Defaults Upon Senior Securities
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13 | |||
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Item 4.
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Mine Safety Disclosures
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13 | |||
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Item 5.
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Other Information
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Item 6.
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Exhibits
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements.
DARKSTAR VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
ASSETS
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October 31,
2013
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July 31,
2013
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Current Assets:
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Cash and Cash Equivalents
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$ | 1,720 | $ | 776 | ||||
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Total Current Assets
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1,720 | 776 | ||||||
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Total Assets
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$ | 1,720 | $ | 776 | ||||
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LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
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Current Liabilities:
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Accounts Payable
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$ | 40,550 | $ | 33,979 | ||||
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Note Payable
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73,550 | 59,350 | ||||||
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Total Current Liabilities
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114,100 | 93,329 | ||||||
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Commitments and Contingencies
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Stockholders’ Deficiency:
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Preferred Stock, $.0001 par value 5,000,000 shares authorized,
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none issued and outstanding
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- | - | ||||||
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Common Stock, $.0001 par value 500,000,000 shares authorized,
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107,145,000 shares issued and outstanding at October 31, 2013
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and July 31, 2013
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10,714 | 10,714 | ||||||
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Additional Paid-In Capital
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24,936 | 24,936 | ||||||
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Deficit Accumulated During the Development Stage
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(148,030 | ) | (128,203 | ) | ||||
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Total Stockholders’ Deficiency
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(112,380 | ) | ( 92,553 | ) | ||||
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Total Liabilities and Stockholders’ Deficiency
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$ | 1,720 | $ | 776 | ||||
The accompanying notes are an integral part of these condensed financial statements.
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DARKSTAR VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
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For the Quarter Ended
October 31,
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For the Period
May 8, 2007
(Inception) to
October 31,
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| 2013 | 2012 | 2013 | ||||||||||
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Net Revenues
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$ | - | $ | - | $ | - | ||||||
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Costs and Expenses:
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Professional Fees
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13,570 | 9,938 | 95,436 | |||||||||
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Consulting Fees
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2,500 | 2,500 | 21,667 | |||||||||
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Web Site Development
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- | - | 5,000 | |||||||||
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General and Administrative Expenses
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1,219 | 174 | 18,514 | |||||||||
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Total Costs and Expenses
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17,289 | 12,612 | 140,617 | |||||||||
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Operating Loss
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(17,289 | ) | (12,612 | ) | (140,617 | ) | ||||||
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Other Income (Expense)
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Interest Expense
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(2,538 | ) | (641 | ) | (7,413 | ) | ||||||
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Total Other Income (Expense)
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(2,538 | ) | (641 | ) | (7,413 | ) | ||||||
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Net Loss
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$ | (19,827 | ) | $ | (13,253 | ) | $ | (148,030 | ) | |||
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Basic and Diluted Loss Per Common Share
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$ | (.00 | ) | $ | (.00 | ) | ||||||
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Weighted Average Common Shares Outstanding
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107,145,000 | 150,000,000 | ||||||||||
The accompanying notes are an integral part of these condensed financial statements.
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DARKSTAR VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIENCY
FOR THE QUARTER ENDED OCTOBER 31, 2013
| Common Stock |
Additional
Paid-In
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Deficit
AccumulatedDuring the
Development
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| Shares | Amount | Capital | Stage | Total | ||||||||||||||||
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Balance, August 1, 2013
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107,145,000 | $ | 10,714 | $ | 24,936 | $ | (128,203 | ) | $ | (92,553 | ) | |||||||||
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Net Loss for the Quarter Ended October 31, 2013 (Unaudited)
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- | - | - | (19,827 | ) | (19,827 | ) | |||||||||||||
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Balance, October 31, 2013 (Unaudited)
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107,145,000 | $ | 10,714 | $ | 24,936 | $ | (148,030 | ) | $ | (112,380 | ) | |||||||||
The accompanying notes are an integral part of these condensed financial statements.
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DARKSTAR VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
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For the Quarter Ended
October 31,
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For the Period
May 8, 2007
(Inception) to
October 31,
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| 2013 | 2012 | 2013 | ||||||||||
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Cash Flows from Operating Activities:
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Net Loss
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$ | (19,827 | ) | $ | (13,253 | ) | $ | (148,030 | ) | |||
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Adjustments to Reconcile Net Loss to Net Cash
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(Used) in Operating Activities:
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Changes in Assets and Liabilities:
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Increase in Accounts Payable
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6,571 | 11,480 | 40,550 | |||||||||
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Net Cash (Used) in Operating Activities
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(13,256 | ) | (1,773 | ) | (107,480 | ) | ||||||
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Cash Flows from Investing Activities:
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- | - | - | |||||||||
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Cash Flows from Financing Activities:
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Proceeds from Borrowings
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14,200 | 2,000 | 73,550 | |||||||||
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Proceeds from Sale of Common Stock
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- | - | 35,650 | |||||||||
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Net Cash Provided by Financing Activities
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14,200 | 2,000 | 109,200 | |||||||||
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Increase in Cash and Cash Equivalents
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944 | 227 | 1,720 | |||||||||
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Cash and Cash Equivalents – Beginning of Period
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776 | 746 | - | |||||||||
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Cash and Cash Equivalents – End of Period
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$ | 1,720 | $ | 973 | $ | 1,720 | ||||||
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Supplemental Disclosures of Cash Flow Information:
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Interest Paid
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$ | - | $ | - | $ | - | ||||||
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Income Taxes Paid
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$ | - | $ | - | $ | - | ||||||
The accompanying notes are an integral part of these condensed financial statements.
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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 $19,827 for the quarter ended October 31, 2013, and a net loss of $ 148,030 for the period May 8, 2007 (inception) to October 31, 2013. In addition, the Company has a working capital and stockholders’ deficiency of $112,380 at October 31, 2013. 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 quarter ended October 31, 2013 the Company borrowed an additional $14,200 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.
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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 $7,413 and $4,875 as of October 31, 2013 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.
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DARKSTAR VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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 October 31, 2013 and July 31, 2013, accrued consulting fees included in Accounts Payable amounted to $21,667 and $19,167, respectively.
NOTE 6 - Subsequent Events
During the period November 1, 2013 to December 9, 2013, the Company borrowed an additional $9,100 on the Note Payable to First Line Capital, increasing the balance owed to $82,650 (See Note 2).
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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. For a more detailed listing of some of the risks and uncertainties facing the Company, please see the Company’s Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission on January 19, 2012.
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.
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 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, DarkStar has 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.
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For the three months ended October 31, 2013 and October 31, 2012
Revenues
The Company is in its development stage and did not generate any revenues during the three months ended October 31, 2013 and October 31, 2012.
Total operating expenses
For the three months ended October 31, 2013, total operating expenses were $17,289, which included professional fees in the amount of $13,570, consulting fees of $2,500 and general and administrative expenses of $1,219. For the three months ended October 31, 2012, total operating expenses were $12,612, which included professional fees in the amount of $9,938, consulting fees of $2,500 and general and administrative expenses of $174.
Net loss
For the three months ended October 31, 2013, the Company had a net loss of $19,827, as compared to a net loss for the three months ended October 31, 2012 of $13,253. For the period May 8, 2007 (inception) to October 31, 2013 the Company incurred a net loss of $148,030.
Liquidity and Capital Resources
As of October 31, 2013, the Company had a cash balance of $1,720. 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. From March 2012 through July 31, 2013 the Company borrowed $59,350. During the quarter ended October 31, 2013 the Company borrowed an additional $14,200. 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 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.
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 $19,827 for the quarter ended October 31, 2013, and a net loss of $ 148,030 for the period May 8, 2007 (inception) to October 31, 2013. In addition, the Company has a working capital and stockholders’ deficiency of $112,380 at October 31, 2013. 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.
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Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Policies and Estimates
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.
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.
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 October 31, 2013. 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 October 31, 2013 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.
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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.
Unregistered Sales of Equity 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
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Item 6. Exhibits
| Exhibit No. | Description | |
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31
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
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32
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
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101.INS**
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XBRL Instance Document
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101.SCH**
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XBRL Taxonomy Extension Schema Document
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101.CAL**
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF**
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB**
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE**
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XBRL Taxonomy Extension Presentation Linkbase Document
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** 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.
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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.
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DARKSTAR VENTURES, INC.
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Dated: December 16, 2013
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By
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/s/ Chizkyau Lapin
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| Name: |
Chizkyau Lapin
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| Title: |
Chairman, President, Chief Executive Officer, Chief Financial Officer and director (Principal Executive Officer and Principal Financial and Accounting Officer)
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