Samsara Luggage, Inc. - Quarter Report: 2013 January (Form 10-Q)

dksr_10q.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, 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)

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 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):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

As of March 14, 2013, 10,000,000 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		12

Item 4.	Controls and Procedures		12

PART II OTHER INFORMATION

Item 1.	Legal Proceedings		13

Item 1A.	Risk Factors		13

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		13

Item 3.	Defaults Upon Senior Securities		13

Item 4.	Mine Safety Disclosure		13

Item 5.	Other Information		13

Item 6.	Exhibits		14

PART I FINANCIAL INFORMATION

Item 1. Financial Statements.

DARKSTAR VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEET

ASSETS
	January 31, 2013			July 31, 2012
	(Unaudited)
Current Assets:
Cash and Cash Equivalents	$	664		$	746
Total Current Assets		664			746
Total Assets	$	664		$	746

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

Current Liabilities:
Accounts Payable	$	17,216		$	11,082
Note Payable		46,150			17,200
Total Current Liabilities	$	63,366		$	28,282
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,
10,000,000 shares issued and outstanding		1,000			1,000
Additional Paid-In Capital		34,650			34,650
Deficit Accumulated During the Development Stage		(98,352	)		(63,186	)
Total Stockholders’ Deficiency		(62,702	)		(27,536	)
Total Liabilities and Stockholders’ Deficiency	$	664		$	746

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

DARKSTAR VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF OPERATIONS

(UNAUDITED)

	For the Six Months Ended January 31,						For the Quarter Ended January 31,						For the Period May 8, 2007 (Inception) To January 31,
	2013			2012			2013			2012			2013

Net Revenues	$	-		$	-		$	-		$	-		$	-
Costs and Expenses
Website Development		-			-			-			-			5,000
General and Administrative Expenses		5,479			1,942			5,305			1,942			12,990
Professional Fees		23,500			19,374			13,563			7,187			64,867
Consulting Fees		5,000			4,167			2,500			2,500			14,167
Total Costs and Expenses		33,979			25,483			21,368			11,629			97,024
Operating Loss		(33,979	)		(25,483	)		(21,368	)		(11,629	)		(97,024	)
Other Income (Expense):
Interest Expense		(1,187	)		-			(545	)		-			(1,328	)
Total Other Income (Expense)	$	(1,187	)		-			(545	)		-			(1,328	)
Net Loss	$	(35,166	)	$	(25,483	)	$	(21,913	)	$	( 11,629	)	$	(98,352	)
Basic and Diluted Loss Per Share	$	(.00	)	$	(.00	)	$	(.00	)	$	(.00	)
Weighted Average Common Shares Outstanding		10,000,000			10,000,000			10,000,000			10,000,000

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

DARKSTAR VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

FOR THE SIX MONTHS ENDED JANUARY 31, 2013

(UNAUDITED)

	Common Stock				Additional Paid-In		Deficit Accumulated During the Development
	Shares		Amount		Capital		Stage			Total

Balance , August 1, 2012		10,000,000	$	1,000	$	34,650	$	(63,186	)	$	(27,536	)
Net Loss for the Six Months Ended January 31, 2013		-		-		-		(35,166	)		(35,166	)
Balance, January 31, 2013		10,000,000	$	1,000	$	34,650	$	( 98,352	)	$	(62,702	)

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

DARKSTAR VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF CASH FLOWS

(UNAUDITED)

	For the Six Months Ended January 31,						For the Period May 8, 2007 (Inception) to January 31,
	2013			2012			2013
Cash Flows from Operating Activities:
Net Loss	$	( 35,166	)	$	(25,483	)	$	(98,352	)
Adjustments to Reconcile Net Loss to Net Cash
Used in Operating Activities:
Changes in Assets and Liabilities:
Increase in Accounts Payable		6,134			7,180			17,216
Net Cash Used in Operating Activities		( 29,032	)		(18,303	)		(81,136	)
Cash Flows from Investing Activities:		-			-			-
Cash Flows from Financing Activities:
Proceeds from Borrowings		28,950			-			46,150
Proceeds from Sale of Common Stock		-			-			35,650
Net Cash Provided by Financing Activities		28,950			-			81,800
Increase (Decrease) in Cash and Cash Equivalents	$	( 82	)	$	(18,303	)	$	664
Cash and Cash Equivalents – Beginning of Period		746			18,327			-
Cash and Cash Equivalents – End of Period	$	664		$	24		$	664
Supplemental Disclosures of Cash Flow Information:
Interest Paid	$	-		$	-		$	-
Income Taxes Paid	$	-		$	-		$	-

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

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.

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, 2012 audited financial statements and notes thereto included in the Company’s annual report on Form 10-K filed on October 22, 2012.

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 $35,166 for the six months ended January 31, 2013, and a net loss of $98,352 for the period May 8, 2007 (inception) to January 31, 2013. In addition, the Company has a working capital and stockholders’ deficiency of $62,702 at January 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 year ended July 31, 2012 the Company borrowed $17,200. During the six months ended January 31, 2013 the Company borrowed an additional $28,950. In addition, the Company has entered into a letter of intent with Real Aesthetic, Inc. (see Note 5). There can be no assurances that the Company will be able to generate revenues or raise the additional funds it requires or close on the contemplated transaction with Real Aesthetic, Inc.

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, 2013. The note allows the Company to borrow any amount in increments of up to $50,000.

NOTE 3 - Common Stock

On May 1, 2011 the Company sold 6,500,000 shares of common stock for $650 to the Founder of the Company.

On June 28, 2011 the Company concluded a private placement whereby it sold 3,500,000 shares of common stock for $35,000 to private investors.

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, 2013 accrued consulting fees amounted to $14,167.

In November 2012, the Company entered into a letter of intent (“LOI”) with Real Aesthetic, Inc. (“Real Aesthetic”), a Nevada company, 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 is 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. Real Aesthetic agreed not to solicit, negotiate and/or accept any other offer to acquire any of Real Aesthetic’s assets or securities or any business combination of Real Aesthetic.

NOTE 6 - Subsequent Events

On March 5, 2013 the Company borrowed an additional $4,600 from First Line Capital, LLC (see Note 2).

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.

Real Aesthetic

As we previously disclosed, on November 20, 2012, we entered into a binding letter of intent (“LOI”) with Real Aesthetic, Inc., a Nevada company (“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 is 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. Currently there is no purchase agreement executed between Real Aesthetic and Darkstar. Real Aesthetic agreed not to solicit, negotiate and/or accept any other offer to acquire any of Real Aesthetic’s assets or securities or any business combination of Real Aesthetic.

We intend to enter into a share purchase agreement with the shareholders of Real Aesthetic. If we enter into such an agreement and consummate the purchase of all the outstanding shares of Real Aesthetic, the shareholders of Real Aesthetic will receive newly-issued shares of Darkstar in exchange for their shares of Real Aesthetic. The shares of stock to be issued to Real Aesthetic will be restricted shares. Upon closing, Real Aesthetic will become a wholly-owned subsidiary of Darkstar. In such a situation, we will focus our resources on furthering the business of Real Aesthetic.

We anticipate that the share purchase agreement will include representations and warranties customary of such a transaction. However, the contemplated transaction cannot close until and unless we receive audited financial statements of Real Aesthetic as required by the rules and regulations of the Securities and Exchange Commission. Upon closing, we will file a Current Report on Form 8-K containing more detailed information about Real Aesthetic. Real Aesthetic is currently a private company not subject to the reporting requirements of the federal securities laws; if the transaction is consummated and Real Aesthetic becomes a wholly-owned subsidiary of DarkStar, disclosure will be required with respect to the operations and business, as well as the financial information, of Real Aesthetic.

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 hope to reach a definitive purchase agreement with Real Aesthetic. However, there can be no assurances given that DarkStar will be successful in consummating a transaction with Real Aesthetic. If we fail to reach agreement and then consummate a transaction with Real Aesthetic, we will attempt 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, other than Real Aesthetic, 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.

If the transaction with Real Aesthetic does not proceed, the Company will not restrict its 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.

Results of Operations

For the six months ended January 31, 2013 and January 31, 2012

Revenues

The Company is in its development stage and did not generate any revenues during the six months ended January 31, 2013 and January 31, 2012.

Total operating expenses

For the six months ended January 31, 2013, total operating expenses were $33,979, which included professional fees in the amount of $23,500, general and administrative expenses of $5,479 and consulting fees of $5,000. For the six months ended January 31, 2012, total operating expenses were $25,483, which included professional fees in the amount of $19,374, consulting fees of $4,167 and general and administrative expenses of $1,942. For the three months ended January 31, 2013, total operating expenses were $21,368, which included professional fees of $13,563, general and administrative expenses of $5,305 and consulting fees of $2,500.

Net loss

For the three months ended January 31, 2013, the Company had a net loss of $21,913, as compared to a net loss for the three months ended January 31, 2012 of $11,629. For the period May 8, 2007 (inception) to January 31, 2013 the Company incurred a net loss of $98,352.

Liquidity and Capital Resources

As of January 31, 2013, the Company had a cash balance of $664. We have a note payable to First Line in the amount of $46,150 and accounts payable of $17,216 as of said date. We need to seek additional capital to finance our development. We currently have the ability to borrow 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, 2013. As of March 11, 2013 we are indebted to First Line in the amount of $50,750. We do not have the ability to pay First Line.

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 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. However, there is no guarantee that our officers and directors will lend us sufficient funds to operate. Notwithstanding that our officers and directors are committed to ensuring that the Company can operate its business, they are not legally or contractually obligated to lend us any money. 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

We are a development stage company. We had no revenues and incurred a net loss of $21,913 for the quarter ended January 31, 2013 and a net loss of $98,352 for the period May 8, 2007 (inception) to January 31, 2013 which raises substantial doubt about our ability to continue as a going concern. The working capital and shareholders' deficiency as of January 31, 2013 is $62,702. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. Our financial statements do not include any adjustments that may be necessary if we are unable to continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the Company 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, 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 January 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.

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

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

** 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.

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 14, 2013	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)