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, 2014

¨ 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 ¨

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

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

As of December 9, 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		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		6
Item 6.	Exhibits		7

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

DARKSTAR VENTURES, INC. 

(A DEVELOPMENT STAGE COMPANY) 

CONDENSED BALANCE SHEET

	October 31, 2014			July 31, 2014
	(Unaudited)
ASSETS
Current Assets:
Cash and Cash Equivalents	$	494		$	556
Total Current Assets		494			556
Total Assets	$	494		$	556
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities:
Accounts Payable	$	62,911		$	51,070
Note Payable		96,170			90,690
Total Current Liabilities		159,081			141,760
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 October 31, 2014 and July 31, 2014		10,714			10,714
Additional Paid-In Capital		24,936			24,936
Deficit Accumulated During the Development Stage		(194,237	)		(176,854	)
Total Stockholders’ Deficiency		(158,587	)		(141,204	)
Total Liabilities and Stockholders’ Deficiency	$	494		$	556

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

F-1

DARKSTAR VENTURES, INC. 

(A DEVELOPMENT STAGE COMPANY) 

CONDENSED STATEMENT OF OPERATIONS 

(UNAUDITED)

							For the Period
	For the Quarter Ended October 31,						May 8, 2007 (Inception) to
	2014			2013			October 31, 2014
Net Revenues	$	-		$	-		$	-
Costs and Expenses:
Professional Fees		11,810			13,570			121,084
Consulting Fees		2,500			2,500			31,667
Web Site Development		-			-			5,000
General and Administrative Expenses		1,191			1,219			20,811
Total Costs and Expenses		15,501			17,289			178,562
Operating Loss		(15,501	)		(17,289	)		(178,562	)
Other Income (Expense)
Interest Expense		(1,882	)		(2,538	)		(15,675	)
Total Other Income (Expense)		(1,882	)		(2,538	)		(15,675	)
Net Loss	$	(17,383	)	$	(19,827	)	$	(194,237	)
Basic and Diluted Loss Per Common Share	$	(0.00	)	$	(0.00	)
Weighted Average Common Shares Outstanding		107,145,000			107,145,000

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

F-2

DARKSTAR VENTURES, INC. 

(A DEVELOPMENT STAGE COMPANY) 

CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIENCY 

FOR THE QUARTER ENDED OCTOBER 31, 2014 

(UNAUDITED)

	Common Stock				Additional Paid-In		Deficit Accumulated During the Development
	Shares		Amount		Capital		Stage			Total
Balance, August 1, 2014		107,145,000	$	10,714	$	24,936	$	(176,854	)	$	(141,204	)
Net Loss for the Quarter Ended October 31, 2014		-		-		-		(17,383	)		(17,383	)
Balance, October 31, 2014		107,145,000	$	10,714	$	24,936	$	(194,237	)	$	(158,587	)

The accompanying notes are an integral part of these condensed 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
	October 31,						(Inception) to
	2014			2013			October 31,2014
Cash Flows from Operating Activities:
Net Loss	$	(17,383	)	$	(19,827	)	$	(194,237	)
Adjustments to Reconcile Net Loss to Net Cash (Used) in Operating Activities:
Changes in Assets and Liabilities:
Increase in Accounts Payable		11,841			6,571			62,911
Net Cash (Used) in Operating Activities		(5,542	)		(13,256	)		(131,326	)
Cash Flows from Investing Activities:		-			-			-
Cash Flows from Financing Activities:
Proceeds from Borrowings		5,480			14,200			96,170
Proceeds from Sale of Common Stock		-			-			35,650
Net Cash Provided by Financing Activities		5,480			14,200			131,820
Increase (Decrease) in Cash and Cash Equivalents		(62	)		944			494
Cash and Cash Equivalents – Beginning of Period		556			776			-
Cash and Cash Equivalents – End of Period	$	494		$	1,720		$	494
Supplemental Disclosures of Cash Flow Information:
Interest Paid	$	-		$	-		$	-
Income Taxes Paid	$	-		$	-		$	-

The accompanying notes are an integral part of these condensed 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” or “we”) was incorporated on May 8, 2007 under the laws of the State of Nevada.

The Company has not 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 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, 2014 audited financial statements and notes thereto included in the Company’s annual report on Form 10-K filed on October 24, 2014.

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 $17,383 for the quarter ended October 31, 2014, and a net loss of $ 194,237 for the period May 8, 2007 (inception) to October 31, 2014. In addition, the Company has a working capital and stockholders’ deficiency of $158,587 at October 31, 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 quarter ended October 31, 2014 the Company borrowed an additional $5,480 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.

F-5

DARKSTAR VENTURES, INC. 

(A DEVELOPMENT STAGE COMPANY) 

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 2 - Summary of Significant Accounting Policies

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. Accrued interest on this note included in Accounts Payable was $15,675 and $13,793 as of October 31, 2014 and July 31, 2014, respectively.

For the period April 1, 2014 to June 9, 2014, the Note was in default and interest was accrued at the default rate of 15%. On June 10, 2014, the Note Payable to First Line Capital LLC was extended to March 31, 2015. As of such date, it is no longer in default.

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 - 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.

F-6

DARKSTAR VENTURES, INC. 

(A DEVELOPMENT STAGE COMPANY) 

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 October 31, 2014 and July 31, 2014, accrued consulting fees included in Accounts Payable amounted to $31,667 and $29,167, respectively. On October 14, 2014, the parties entered into an amendment to the consulting agreement providing that the agreement will terminate July 31, 2015. Compensation terms under the amended agreement remained the same.

NOTE 7 - Subsequent Events

The Company has evaluated subsequent events through the date the financial statements were issued and up to the time of filing of the financial statements with the Securities and Exchange Commission.

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 our anticipated business, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company 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.

3

For the three months ended October 31, 2014 and October 31, 2013

Revenues

The Company is in its development stage and did not generate any revenues during the three months ended October 31, 2014 and October 31, 2013.

Total operating expenses

For the three months ended October 31, 2014, total operating expenses were $15,501, which included professional fees in the amount of $11,810, consulting fees of $2,500 and general and administrative expenses of $1,191.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.

Net loss

For the three months ended October 31, 2014, the Company had a net loss of $17,383, as compared to a net loss for the three months ended October 31, 2013 of $19,827. For the period May 8, 2007 (inception) to October 31, 2014 the Company incurred a net loss of $194,237.

Liquidity and Capital Resources

As of October 31, 2014, the Company had a cash balance of $494. We have paid for our expenses by borrowing from our consultant First Line Capital, LLC, with all such borrowings along with accrued interest on the outstanding balance at 8% per annum, due March 31, 2015. From March 2012 through October 31, 2014 the Company borrowed $96,170. During the quarter ended October 31, 2014 the Company borrowed an additional $5,480 from First Line Capital. Accrued interest on this note included in Accounts Payable was $15,675 as of October 31, 2014. 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. Other than our note with First Line, there can be no assurance that additional capital will be available to the Company. 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 $17,383 for the quarter ended October 31, 2014, and a net loss of $ 194,237 for the period May 8, 2007 (inception) to October 31, 2014. In addition, the Company has a working capital and stockholders’ deficiency of $158,587 at October 31, 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 consummate a potential acquisition. Our financial statements do not include any adjustments that may be necessary if we are unable to continue as a going concern.

4

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 October 31, 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 October 31, 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.

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

Item 5. Other Information

None. 

6

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

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 12, 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)

8

EX-31

EXHIBIT 31

CERTIFICATION OF 

PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 

SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Chizkyau Lapin, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Darkstar Ventures, Inc., a Nevada corporation, for the quarter ended October 31, 2014;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 12, 2014	By:	/s/ Chizkyau Lapin
		Name: Chizkyau Lapin
		Title: President, Chief Executive Officer, Chief Financial Officer, Chairman and Director (Principal Executive Officer and Principal Financial and Accounting Officer)

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO 

18 U.S.C. SECTION 1350 

AS ADOPTED PURSUANT TO 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Chizkyau Lapin, President, Chief Executive Officer, Chief Financial Officer, Chairman and Director of Darkstar Ventures, Inc. (the “Registrant”), certifies, under the standards set forth and solely for the purposes of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of the Registrant for the quarter ended October 31, 2014 (the “Report”):

(1) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: December 12, 2014	By:	/s/ Chizkyau Lapin
		Name: Chizkyau Lapin
		Title: President, Chief Executive Officer, Chief Financial Officer, Chairman and Director (Principal Executive Officer and Principal Financial and Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Note Payable

3 Months Ended

Oct. 31, 2014

Notes to Financial Statements

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. Accrued interest on this note included in Accounts Payable was $15,675 and $13,793 as of October 31, 2014 and July 31, 2014, respectively.

For the period April 1, 2014 to June 9, 2014, the Note was in default and interest was accrued at the default rate of 15%. On June 10, 2014, the Note Payable to First Line Capital LLC was extended to March 31, 2015. As of such date, it is no longer in default.

XML

Summary of Significant Accounting Policies

3 Months Ended

Oct. 31, 2014

Notes to Financial Statements

NOTE 2 - Summary of Significant Accounting Policies

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.

XML

CONDENSED BALANCE SHEET (USD $)	Oct. 31, 2014	Jul. 31, 2014
Current Assets:
Cash and Cash Equivalents	$ 494	$ 556
Total Current Assets	494	556
Total Assets	494	556
Current Liabilities:
Accounts Payable	62,911	51,070
Note Payable	96,170	90,690
Total Current Liabilities	159,081	141,760
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 October 31, 2014 and July 31, 2014	10,714	10,714
Additional Paid-In Capital	24,936	24,936
Deficit Accumulated During the Development Stage	(194,237)	(176,854)
Total Stockholders' Deficiency	(158,587)	(141,204)
Total Liabilities and Stockholders' Deficiency	$ 494	$ 556

XML

CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) (USD $)	3 Months Ended		90 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2014
Cash Flows from Operating Activities:
Net Loss	$ (17,383)	$ (19,827)	$ (194,237)
Changes in Assets and Liabilities:
Increase in Accounts Payable	11,841	6,571	62,911
Net Cash (Used) in Operating Activities	(5,542)	(13,256)	(131,326)
Cash Flows from Investing Activities:
Cash Flows from Financing Activities:
Proceeds from Borrowings	5,480	14,200	96,170
Proceeds from Sale of Common Stock			35,650
Net Cash Provided by Financing Activities	5,480	14,200	131,820
Increase(Decrease) in Cash and Cash Equivalents	(62)	944	494
Cash and Cash Equivalents - Beginning of Period	556	776
Cash and Cash Equivalents - End of Period	494	1,720	494
Supplemental Disclosures of Cash Flow Information:
Interest Paid
Income Taxes Paid

XML

Organization and Basis of Presentation

3 Months Ended

Oct. 31, 2014

Notes to Financial Statements

NOTE 1 - Organization and Basis of Presentation

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

The Company has not 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 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, 2014 audited financial statements and notes thereto included in the Company’s annual report on Form 10-K filed on October 24, 2014.

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 $17,383 for the quarter ended October 31, 2014, and a net loss of $ 194,237 for the period May 8, 2007 (inception) to October 31, 2014. In addition, the Company has a working capital and stockholders’ deficiency of $158,587 at October 31, 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 quarter ended October 31, 2014 the Company borrowed an additional $5,480 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.

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CONDENSED BALANCE SHEET (Parenthetical) (USD $)	Oct. 31, 2014	Jul. 31, 2014
Stockholders' Deficiency:
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, Authorized	5,000,000	5,000,000
Preferred stock, Issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, Authorized	500,000,000	500,000,000
Common stock, Issued	107,145,000	107,145,000
Common stock, outstanding	107,145,000	107,145,000

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Commitments and Contingencies (Details Narrative) (USD $)	Oct. 31, 2014	Jul. 31, 2014
Commitments And Contingencies Details Narrative
Accrued consulting fees	$ 31,667	$ 29,167

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Document and Entity Information	3 Months Ended
	Oct. 31, 2014	Dec. 09, 2014
Document And Entity Information
Entity Registrant Name	Darkstar Ventures, Inc.
Entity Central Index Key	0001530163
Document Type	10-Q
Document Period End Date	Oct. 31, 2014
Amendment Flag	false
Current Fiscal Year End Date	--07-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		107,145,000
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2015

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CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) (USD $)	3 Months Ended		90 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2014
Condensed Statement Of Operations
Net Revenues
Costs and Expenses:
Professional Fees	11,810	13,570	121,084
Consulting Fees	2,500	2,500	31,667
Web Site Development			5,000
General and Administrative Expenses	1,191	1,219	20,811
Total Costs and Expenses	15,501	17,289	178,562
Operating Loss	(15,501)	(17,289)	(178,562)
Other Income (Expense):
Interest Expense	(1,882)	(2,538)	(15,675)
Total Other Income (Expense)	(1,882)	(2,538)	(15,675)
Net Loss	$ (17,383)	$ (19,827)	$ (194,237)
Basic and Diluted Loss Per Common Share	$ 0.00	$ 0.00
Weighted Average Common Shares Outstanding	107,145,000	107,145,000

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Commitments and Contingencies

3 Months Ended

Oct. 31, 2014

Notes to Financial Statements

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 October 31, 2014 and July 31, 2014, accrued consulting fees included in Accounts Payable amounted to $31,667 and $29,167, respectively. On October 14, 2014, the parties entered into an amendment to the consulting agreement providing that the agreement will terminate July 31, 2015. Compensation terms under the amended agreement remained the same.

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Common Stock

3 Months Ended

Oct. 31, 2014

Notes to Financial Statements

NOTE 5 - 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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Organization and Basis of Presentation (Details Narrative) (USD $)	3 Months Ended		90 Months Ended
	Oct. 31, 2014	Oct. 31, 2013	Oct. 31, 2014	Jul. 31, 2014
Organization And Basis Of Presentation Details Narrative
Date of incorporation	May 08, 2007
State of incorporation	State of Nevada
Net loss	$ (17,383)	$ (19,827)	$ (194,237)
Working capital and stockholders' deficiency	(158,587)		(158,587)	(141,204)
Additional borrowing	$ 5,480	$ 14,200	$ 96,170

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Subsequent events

3 Months Ended

Oct. 31, 2014

Notes to Financial Statements

NOTE 7 - Subsequent events

The Company has evaluated subsequent events through the date the financial statements were issued and up to the time of filing of the financial statements with the Securities and Exchange Commission.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Oct. 31, 2014

Notes to Financial Statements

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.

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Note Payable (Details Narrative) (USD $)	Oct. 31, 2014	Jul. 31, 2014
Note Payable Details Narrative
Accrued interest on First Line Capital, LLC	$ 15,675	$ 13,793

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CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (USD $)	Common Stock	Additional Paid-In Capital	Deficit Accumulated During the Development Stage	Total
Beginning Balance, Amount at Jul. 31, 2014	$ 10,714	$ 24,936	$ (176,854)	$ (141,204)
Beginning Balance, Shares at Jul. 31, 2014	107,145,000
Net Loss for the Nine Months Ended April 30, 2014			(17,383)	(17,383)
Ending Balance, Amount at Oct. 31, 2014	$ 10,714	$ 24,936	$ (194,237)	$ (158,587)
Ending Balance, Shares at Oct. 31, 2014	107,145,000

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Preferred Stock

3 Months Ended

Oct. 31, 2014

Notes to Financial Statements

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.