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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, 2012
 
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 November 30, 2012, 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
    F-1  
           
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    3  
           
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
    5  
           
Item 4.
Controls and Procedures
    5  
           
PART II OTHER INFORMATION
         
Item 1.
Legal Proceedings
    6  
           
Item IA.
Risk Factors
    6  
           
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
    6  
           
Item 3.
Defaults Upon Senior Securities
    6  
           
Item 4.
Mine Safety Disclosures
    6  
           
Item 5.
Other Information
    7  
           
Item 6.
Exhibits
    7  
 
 
2

 
 
PART I  FINANCIAL INFORMATION

Item 1.        Financial Statements.
 
DARKSTAR VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET
 
ASSETS
 
    July 31, 2012     October 31, 2012  
          (Unaudited)  
Current Assets:
           
Cash and Cash Equivalents
  $ 746     $ 973  
                 
Total Current Assets     746       973  
                 
Total Assets   $ 746     $ 973  
 
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
 
             
Current Liabilities:
           
             
Accounts Payable
  $ 11,082     $ 22,562  
Note Payable
    17,200       19,200  
                 
Total Current Liabilities     28,282       41,762  
                 
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
    (63,186 )     (76,439 )
                 
Total Stockholders’ Deficiency     (27,536 )     (40,789 )
                 
Total Liabilities and Stockholders’ Deficiency   $ 746     $ 973  

The accompanying notes are an integral part of these financial statements.
 
 
F-1

 
 
DARKSTAR VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
 
   
For the Quarter Ended
   
For the Period
May 8, 2007
(Inception) to
 
   
October 31,
    October 31,  
   
2012
   
2011
   
2012
 
                         
Net Revenues
  $ -     $ -     $ -  
                         
Costs and Expenses:
                       
Professional Fees
    9,938       13,854       51,304  
Consulting Fees
    2,500       -       11,667  
Web Site Development
    -       -       5,000  
General and Administrative Expenses
    174       -       7,685  
                         
Total Costs and Expenses
    12,612       13,854       75,656  
                         
Operating Loss
    (12,612 )     (13,854 )     (75,656 )
                         
Other Income (Expense)
                       
Interest Expense
    (641 )     -       (783 )
Total Other Income (Expense)
    (641 )     -       (783 )
                         
Net Loss
  $ (13,253 )   $ (13,854 )   $ (76,439 )
                         
Basic and Diluted Loss Per Share
  $ (.00 )   $ (.00 )        
                         
Weighted Average Common Shares Outstanding
    10,000,000       10,000,000          
 
The accompanying notes are an integral part of these financial statements.
 
 
F-2

 
 
DARKSTAR VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIENCY
FOR THE QUARTER ENDED OCTOBER 31, 2012
(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 Quarter Ended October 31, 2012
    -       -       -       (13,253 )     (13,253 )
                                         
Balance, October 31, 2012     10,000,000     $ 1,000     $ 34,650     $ ( 76,439 )   $ (40,789 )

The accompanying notes are an integral part of these financial statements.
                                                                                                   
 
F-3

 
 
DARKSTAR VENTURES, INC.
 (A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
 
   
For the Quarter Ended
   
For the Period
May 8, 2007
(Inception) to
 
   
October 31,
    October 31,  
   
2012
   
2011
   
2012
 
Cash Flows from Operating Activities:
                 
Net Loss
  $ ( 13,253 )   $ (13,854 )   $ (76,439 )
Adjustments to Reconcile Net Loss to Net Cash
                       
Used in Operating Activities:
                       
Changes in Assets and Liabilities:
                       
Increase in Accounts Payable
    11,480       4,334       22,562  
                         
Net Cash Used in Operating Activities
    ( 1,773 )     (9,520 )     (53,877 )
                         
Cash Flows from Investing Activities:
    -       -       -  
Cash Flows from Financing Activities:
                       
Proceeds from Borrowings
    2,000       -       19,200  
Proceeds from Sale of Common Stock
    -       -       35,650  
Net Cash Provided by Financing Activities
    2,000       -       54,850  
Increase (Decrease) in Cash and Cash Equivalents
    227       (9,520 )     973  
Cash and Cash Equivalents – Beginning of Period
    746       18,327       -  
Cash and Cash Equivalents – End of Period
  $ 973     $ 8,807     $ 973  
                         
Supplemental Disclosures of Cash Flow Information:
                       
Interest Paid
  $ -     $ -     $ -  
Income Taxes Paid
  $ -     $ -     $ -  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-4

 
 
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 intends 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 $13,253 for the quarter ended October 31, 2012, and a net loss of $ 76,439 for the period May 8, 2007 (inception) to October 31, 2012.  In addition, the Company has a working capital and stockholders’ deficiency of $40,789 at October 31, 2012. 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 quarter ended October 31, 2012 the Company borrowed an additional $2,000. There can be no assurances that the Company will be able to generate revenues or raise the additional funds it requires.
 
 
F-5

 
 
DARKSTAR VENTURES, INC.
(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 July 31, 2012 and October 31, 2012, accrued consulting fees amounted to $9,167 and $11,667, respectively.
 
 
F-6

 
 
DARKSTAR VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 
NOTE 6 -   Related Party Transactions
 
On November 11, 2011 the officers and directors of the Company orally agreed to lend funds to the Company in the event funds are required for the operations of the Company over the next 12 months.
 
NOTE 7 -   Subsequent Events
 
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.
 
 
F-7

 
 
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.

Overview

We are a development stage company offering eco-friendly health and wellness products to the general public via the internet. Current products being offered include air and water filtration systems, organic baby products and eco-friendly beds and linens. We currently have no employees other than our officers, both of whom are also directors.  We have never intended and do not intend to be a blank check company. We have a specific business plan and do not intend to engage in any merger, acquisition or business reorganization with any entity. We do not have revenues, have minimal assets and have incurred losses since inception.

Plan of Operation

Over the course of the next twelve month period we plan to focus our efforts on the online eco friendly product market place.  In order to continue as going concern for the next 12 months, we will require a budget of $28,000 as described below.
 
 
3

 
 
Liquidity and Capital Resources
 
As of October 31, 2012, the Company had a cash balance of $746. 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 November 27, 2012 we are indebted to First Line in the amount of $19,200.

During the quarter, we had projected to focus on enhancing the Company website and increasing its product base through the existing affiliate agreement.

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. The officers and directors have orally agreed to lend funds to the Company in the event funds are required for the operations of the Company. 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 $13,253 for the quarter ended to October 31, 2012 and a net loss of $76,439 for the period May 8, 2007 (inception) to October 31, 2012. We had a working capital deficiency and stockholders' deficiency of $40,789 as of October 31, 2012. This all raises substantial doubt about our 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.

 
4

 

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, 2012. 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, 2012 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.
 
 
5

 
 
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

 
6

 

Item 5.        Other Information
 
On November 20, 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. Subject to the forgoing, it is the intent of the parties that definitive documentation with respect to the transaction be completed on or before January 31, 2013.
 
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.
 
 
7

 
 
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: December 3, 2012
By
/s/ Chizkyau Lapin
 
   
Chizkyau Lapin
 
   
Chairman, President, Chief Executive Officer, Chief Financial Officer and director (Principal Executive Officer and Principal Financial and Accounting Officer)