Samsara Luggage, Inc. - Quarter Report: 2014 April (Form 10-Q)

davc_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 April 30, 2014

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 x No o

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 June 11, 2014, 107,145,000 shares of common stock, par value $0.0001 per share, were issued and outstanding.

TABLE OF CONTENTS

		PAGE

PART I FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13

Item 4.	Controls and Procedures	13

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	14

Item IA.	Risk Factors	14

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14

Item 3.	Defaults Upon Senior Securities	14

Item 4.	Mine Safety Disclosures	14

Item 5.	Other Information	14

Item 6.	Exhibits	15

PART I FINANCIAL INFORMATION

Item 1. Financial Statements.

DARKSTAR VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEET

	April 30, 2014			July 31, 2013
	(Unaudited)
ASSETS
Current Assets:
Cash and Cash Equivalents	$	1,074		$	776
Prepaid Expenses		1,112			-
Total Current Assets		2,186			776

Total Assets	$	2,186		$	776

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

Current Liabilities:
Accounts Payable	$	7,275		$	9,937
Accrued Consulting		26,667			19,167
Accrued Interest		11,295			4,875
Note Payable		87,075			59,350
Total Current Liabilities		132,312			93,329

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 at April 30, 2014 and July 31, 2013		10,714			10,714
Additional Paid-In Capital		24,936			24,936
Deficit Accumulated During the Development Stage		(165,776	)		(128,203	)

Total Stockholders’ Deficiency		(130,126	)		(92,553	)

Total Liabilities and Stockholders’ Deficiency	$	2,186		$	776

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

DARKSTAR VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF OPERATIONS

(UNAUDITED)

													For the Period
	For the Nine Months Ended						For the Quarter Ended						May 8, 2007
	April 30,						April 30,						(Inception) to
	2014			2013			2014			2013			April 30, 2014

Net Revenues	$	-		$	-		$	-		$	-		$	-

Costs and Expenses:
Professional Fees		20,957			33,250			4,250			9,750			102,824
Consulting Fees		7,500			7,500			2,500			2,500			26,667
Web Site Development		-			-			-			-			5,000
General and Administrative Expenses		2,695			7,196			384			1,717			19,990

Total Costs and Expenses		31,152			47,946			7,134			13,967			154,481

Operating Loss		(31,152	)		(47,946	)		(7,134	)		(13,967	)		(154,481	)

Other Income (Expense)
Interest Expense		(6,421	)		(2,206	)		(2,294	)		(1,019	)		(11,295	)
Total Other Income (Expense)		(6,421	)		(2,206	)		(2,294	)		(1,019	)		(11,295	)

Net Loss	$	(37,573	)	$	(50,152	)	$	(9,428	)	$	(14,986	)	$	(165,776	)

Basic and Diluted Loss Per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted Average Common Shares Outstanding		107,145,000			150,000,000			107,145,000			150,000,000

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

DARKSTAR VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

FOR THE NINE MONTHS ENDED APRIL 30, 2014

(UNAUDITED)

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

Balance, August 1, 2013		107,145,000	$	10,714	$	24,936	$	(128,203	)	$	(92,553	)

Net Loss for the Nine Months Ended April 30, 2014		-		-		-		(37,573	)		(37,573	)

Balance, April 30, 2014		107,145,000	$	10,714	$	24,936	$	(165,776	)	$	(130,126	)

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

DARKSTAR VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF CASH FLOWS

(UNAUDITED)

							For the Period
	For the Nine Months Ended						May 8, 2007
	April 30,						(Inception) to
	2014			2013			April 30, 2014

Cash Flows from Operating Activities:
Net Loss	$	(37,573	)	$	(50,152	)	$	(165,776	)
Adjustments to Reconcile Net Loss to Net Cash
(Used) in Operating Activities:
Changes in Assets and Liabilities:
(Increase) in Prepaid Expenses		(1,112	)		-			(1,112	)
Increase (Decrease) in Accounts Payable		(2,662	)		6,844			7,275
Increase in Accrued Consulting		7,500			7,500			26,667
Increase in Accrued Interest		6,420			2,206			11,295
Net Cash (Used) in Operating Activities		(27,427	)		(33,602	)		(121,651	)
Cash Flows from Investing Activities:		-			-			-

Cash Flows from Financing Activities:
Proceeds from Borrowings		27,725			33,550			87,075
Proceeds from Sale of Common Stock		-			-			35,650
Net Cash Provided by Financing Activities		27,725			33,550			122,725
Increase (Decrease) in Cash and Cash Equivalents		298			(52	)		1,074
Cash and Cash Equivalents – Beginning of Period		776			746			-
Cash and Cash Equivalents – End of Period	$	1,074		$	694		$	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.

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 been dormant from its inception to May 1, 2011. The Company has since abandoned its business plan and is a shell company 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 $ 37,573 for the nine months ended April 30, 2014, and a net loss of $ 165,776 for the period May 8, 2007 (inception) to April 30, 2014. In addition, the Company has a working capital and stockholders’ deficiency of $ 130,126 at April 30, 2014. 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, 2014 the Company borrowed an additional $ 27,725 on the Note Payable to First Line (see Note 3). There can be no assurances that the Company will be able to generate revenues or raise the additional funds it requires.

DARKSTAR VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 2 - Summary of Significant Accounting Policies

Reclassification of accounts

Certain reclassifications have been made to prior-year comparative financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or financial position.

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 will be effective for interim and annual reporting periods beginning after December 15, 2014. As of such date, among other things, development stage entities will no longer be required to report inception-to-date information.

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. 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. Also the note was in default for the period April 1, 2014 to June 9, 2014 and interest was accrued at the default rate of 15%. On June 10, 2014, the Note was extended to March 31, 2015. As of such date, it is no longer in default. Accrued interest on this note was $11,295 and $4,875 as of April 30, 2014 and July 31, 2013, respectively.

NOTE 4 - Preferred Stock

The Company’s Board of Directors may issue authorized but unissued shares of preferred stock in series and at the time of issuance, determine the rights, preferences and limitation of each series. The holders of preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding-up of the Company before any payment is made to the holders of the common stock. Furthermore, the board of directors could issue preferred stock with voting and other rights that could adversely affect the voting power of the holders of the common stock.

DARKSTAR VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 5 - Common Stock

On 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.

NOTE 6 - 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, 2014 and July 31, 2013, accrued consulting fees amounted to $26,667 and $19,167, respectively.

NOTE 7 - Subsequent events

On May 12, 2014, the Company borrowed an additional $3,615 on the Note Payable to First Line Capital, increasing the balance owed to $90,690 (See Note 3).

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.

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. There can be no assurances that we will be successful in doing so, or on favourable terms.

Plan of Operation

Given our limited resources and the fact that we have never generated any revenues from the sale of our products, we are no longer focused on operating a business and have abandoned our business plan. We are attempting to identify and negotiate with another company for the business combination or merger of that entity with and into our DarkStar. We would seek, investigate and, if such investigation warrants, acquire an interest in one or more business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of a publicly held corporation. At this time, we have no plan, proposal, agreement, understanding or arrangement to acquire or merge with any specific business or company, and the Company has not identified any specific business or company for investigation and evaluation. No member of management or promoter of the Company has had any material discussions with any other company with respect to any acquisition of that company.

We will not restrict our search for another target company to any specific business, industry or geographical location, and the Company may participate in a business venture of virtually any kind or nature. The discussion of the proposed plan of operation under this caption and throughout this Quarterly Report is purposefully general and is not meant to be restrictive of the Company's virtually unlimited discretion to search for and enter into potential business opportunities.

For the three months ended April 30, 2014 and April 30, 2013

Revenues

The Company is in its development stage and did not generate any revenues during the three months ended April 30, 2014 and April 30, 2013.

Total operating expenses

For the three months ended April 30, 2014, total operating expenses were $7,134, which included professional fees in the amount of $4,250, consulting fees of $2,500 and general and administrative expenses of $384. For the three months ended April 30, 2013, total operating expenses were $13,967, which included professional fees in the amount of $9,750, consulting fees of $2,500 and general and administrative expenses of $1,717. Professional fees were higher during the three months ended April 30, 2013 compared to April 30, 2014 primarily due to additional securities filings during this period.

Other Income (Expense)

Other Income (Expense) consists of interest expense of $2,294 and $1,019 for the three months ended April 30, 2014 and April 30, 2013, respectively. Interest expense was higher primarily due to a higher principal balance outstanding.

Net loss

For the three months ended April 30, 2014, the Company had a net loss of $9,428, as compared to a net loss for the three months ended April 30, 2013 of $14,986. For the period May 8, 2007 (inception) to April 30, 2014 the Company incurred a net loss of $165,776.

For the nine months ended April 30, 2014 and April 30, 2013

Revenues

The Company is in its development stage and did not generate any revenues during the nine months ended April 30, 2014 and April 30, 2013.

Total operating expenses

For the nine months ended April 30, 2014, total operating expenses were $31,152, which included professional fees in the amount of $20,957, consulting fees of $7,500 and general and administrative expenses of $2,695. For the nine months ended April 30, 2013, total operating expenses were $47,946, which included professional fees in the amount of $33,250, consulting fees of $7,500 and general and administrative expenses of $7,196. Professional fees were higher during the nine months ended April 30, 2013 compared to April 30, 2014 primarily due to additional securities filings during this period.

Other Income (Expense)

Other Income (Expense) consists of interest expense of $6,421 and $2,206 for the nine months ended April 30, 2014 and April 30, 2013, respectively. Interest expense was higher primarily due to a higher principal balance outstanding.

Net loss

For the nine months ended April 30, 2014, the Company had a net loss of $37,573, as compared to a net loss for the nine months ended April 30, 2013 of $50,152. For the period May 8, 2007 (inception) to April 30, 2014 the Company incurred a net loss of $165,776.

Liquidity and Capital Resources

As of April 30, 2014, the Company had a cash balance of $1,074. 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, 2015. As of April 30, 2014, we owed First Line $11,295 of accrued interest. There can be no assurances that the Company will be able to generate revenues or raise the additional funds it requires.

The Company believes that it will require $25,000 for the next twelve months and its current cash is insufficient to fund its expenses over the next twelve months. There can be no assurance that additional capital will be available to the Company. Other than our agreement with First Line to borrow funds, 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 $9,428 for the quarter ended April 30, 2014, and a net loss of $165,776 for the period May 8, 2007 (inception) to April 30, 2014. In addition, the Company has a working capital and stockholders’ deficiency of $130,126 at April 30, 2014. 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.

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, 2014. 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, 2014 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.

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

On June 10, 2014, Israel Povarsky informed the Company that he will be resigning as a director and secretary of the Company effective as of such date. Mr. Povarsky resigned as a result of time constraints resulting from other duties and the need for the board to rejuvenate and add new directors. The Company is not aware of any disagreements between Mr. Povarsky and any other officer or director of the Company.

We are providing Mr. Povarsky with a copy of this report concurrent with this filing. Should any subsequent communications with either director regarding their decision to resign reveal any disagreement between him and the Company, the Board of Directors or any executive officer of the Company regarding our operations, policies or practices, we will amend this report accordingly to disclose any such disagreement.

Item 6. Exhibits.

Exhibit No.		Description

31		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section302 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

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 11, 2014	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)