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 2016
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number:000-54649
DARKSTAR VENTURES, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 26-0299456 | |
| (State of incorporation) | (I.R.S. Employer Identification No.) |
7 ELIEZRI STREET
JERUSALEM , ISRAEL
(Address of principal executive offices)
PHONE 972-544592892
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 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 June 10 2016 ,647,345,000 shares of common stock, par value $0.0001 per share, were issued and outstanding
DARKSTAR VENTURES, INC.
FORM 10-Q
QUARTER ENDED APRIL 30 2016
TABLE OF CONTENTS
| Page | |
| PART I | |
| Item 1. Financial Statements | 2 |
| 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 | |
Item I. Legal proceedings |
6 |
| Item 1a 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 | 6 |
| Signatures | 7 |
| 1 |
PART I FINANCIAL INFORMATION
Item 1. Financial Statements.
DARKSTAR VENTURES, INC.
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF APRIL 30, 2016
IN U.S. DOLLARS
UNAUDITED
TABLE OF CONTENTS
| Page | |
| CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: | |
| Condensed Consolidated Balance sheets as of April 30, 2016 and July 31, 2015 | F-1 |
| Condensed Consolidated Statements of Comprehensive Loss for the nine months and three months | |
| ended April 30, 2016 and 2015 | F-2 |
| Condensed Consolidated Statements of stockholders' deficit for the period of nine months ended | |
| April 30, 2016 and 2015 | F-3 |
| Condensed Consolidated Statements of cash flows for the nine months ended April 30, 2016 | |
| and 2105 | F-4 |
| Notes to interim financial statements | F-5 |
| 2 |
DARKSTAR VENTURES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| April 30, | July 31, | |||||||
| 2016 | 2015 | |||||||
| Unaudited | Audited | |||||||
| Assets | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 54,240 | $ | 215 | ||||
| Other current assets | 39,932 | 270 | ||||||
| Total current assets | 94,172 | 485 | ||||||
| Total assets | $ | 94,172 | $ | 485 | ||||
| Liabilities and Stockholders’ Deficit | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payables and accrued expenses | $ | 4,965 | $ | 1,419 | ||||
| Loan payable – related party | — | 203,681 | ||||||
| Total current liabilities | 4,965 | 205,100 | ||||||
| LONG TERM LOAN | 139,499 | — | ||||||
| STOCKHOLDERS' DEFICIT: | ||||||||
| Preferred
stock, 5,000,000 shares authorized, par value $0.0001, none issued and outstanding Common shares par value $0.0001: Authorized: 2,000,000,000 shares and 500,000,000 shares at April 30, 2016 and July 31, 2015, respectively. Issued and outstanding: 647,345,000 shares and 107,145,000 shares at April 30, 2016 and July 31, 2015, respectively. | 64,734 | 10,714 | ||||||
| Additional paid-in capital | 511,116 | 24,936 | ||||||
| Accumulated other comprehensive income | (1,777 | ) | — | |||||
| Receivables on account of shares issued | (150,000 | ) | ||||||
| Accumulated deficit | (474,365 | ) | (240,265 | ) | ||||
| Total Stockholders’ Equity (Deficit) | (50,292 | ) | (204,615 | ) | ||||
| Total liabilities and Stockholders’ Equity (Deficit) | $ | 94,172 | $ | 485 | ||||
The accompanying notes are an integral part of the consolidated financial statements.
| F-1 |
DARKSTAR VENTURES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
| Nine months ended | Three months ended | |||||||||||||||
| April 30 | April 30 | |||||||||||||||
| 2016 | 2015 | 2016 | 2015 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| General and administrative expenses | $ | 216,273 | $ | 35,423 | $ | $ | 173,970 | $ | 11,327 | |||||||
| Operating loss | (216,273 | ) | (35,423 | ) | (173,970 | ) | (11,327 | ) | ||||||||
| Interest expense, net | (16,050 | ) | (5,948 | ) | (8,257 | ) | (2,127 | ) | ||||||||
| Net loss | $ | (232,323 | ) | $ | (41,371 | ) | $ | (182,227 | ) | $ | (13,454 | ) | ||||
| Other comprehensive loss - Foreign currency loss | (1,777 | ) | — | (2,271 | ) | — | ||||||||||
| Comprehensive loss | $ | (234,100 | ) | $ | (41,371 | ) | $ | (184,498 | ) | $ | (13,454 | ) | ||||
| Basic and diluted net loss per common share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
| Weighted average number of common shares outstanding during the period – basic and diluted | 138,689,526 | 107,145,000 | 203,180,556 | 107,145,000 | ||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| F-2 |
DARKSTAR VENTURES, INC.
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
| Common Stock, $0.0001 Par Value | Receivables on account of |
Foreign currency translation | Additional paid-in | Accumulated | Total Stockholders' | |||||||||||||||||||||||
| Shares | Amount | shares issued | adjustments | Capital | deficit | Equity (deficit) | ||||||||||||||||||||||
| BALANCE AT AUGUST 1, 2015 (audited) | 107,145,000 | $ | 10,714 | $ | — | $ | — | $ | 24,936 | $ | (240,265 | ) | $ | (204,615 | ) | |||||||||||||
| Issuance of shares in exchanges for conversion of loan | 270,000,000 | 27,000 | 243,000 | 270,000 | ||||||||||||||||||||||||
| Issuance of shares for services | 120,200,000 | 12,020 | 108,180 | 120,200 | ||||||||||||||||||||||||
| Receivables on account of shares issued | 150,000,000 | 15,000 | (150,000 | ) | 135,000 | — | ||||||||||||||||||||||
| Foreign currency translation adjustments | (1,777 | ) | (1,777 | ) | ||||||||||||||||||||||||
| Net loss for the nine months ended April 30, 2016 | — | (234,100 | ) | (234,100 | ) | |||||||||||||||||||||||
| BALANCE AT APRIL 30, 2016 (Unaudited) | 647,345,000 | $ | 64,734 | (150,000 | ) | $ | (1,777 | ) | $ | 511,116 | $ | (474,365 | ) | $ | (50,292 | ) | ||||||||||||
| Common Stock, $0.0001 Par Value |
Foreign currency translation | Additional paid-in | Accumulated | Total Stockholders' | ||||||||||||||||||||||
| Shares | Amount | adjustments | Capital | deficit | Equity (deficit) | |||||||||||||||||||||
| BALANCE AT AUGUST 1, 2014 (audited) | 107,145,000 | $ | 10,714 | — | $ | 24,936 | $ | (176,854 | ) | $ | (141,204 | ) | ||||||||||||||
| Net loss for the nine months ended April 30, 2015 | (41,371 | ) | (41,371 | ) | ||||||||||||||||||||||
| BALANCE AT APRIL 30, 2015 (Unaudited) | 107,145,000 | $ | 10,714 | — | $ | 24,936 | $ | (218,225 | ) | $ | (182,575 | ) | ||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| F-3 |
DARKSTAR VENTURES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine months ended | ||||||||
| April 30 | ||||||||
| 2016 | 2015 | |||||||
| (Unaudited) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (234,100 | ) | $ | (41,371 | ) | ||
| Adjustments required to reconcile net loss | ||||||||
| to net cash used in operating activities: | ||||||||
| Accrued interest on loans from related party | 12,621 | — | ||||||
| Accrued interest on long term loan | 6,556 | |||||||
| Share based compensation | 120,200 | — | ||||||
| Increase in prepaid expenses and other receivables | (39,662 | ) | — | |||||
| Increase in other account payables | 3,546 | 16,248 | ||||||
| Net cash used in operating activities | (130,839 | ) | (25,123 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | — | — | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from long term loan | 132,943 | — | ||||||
| Proceeds from loan Payable | — | 24,980 | ||||||
| Proceeds from loan Payable – related party | 60,080 | — | ||||||
| Repayments of loan– related party | (6,382 | ) | — | |||||
| Net cash provided by financing activities | 186,641 | 24,980 | ||||||
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 55,802 | (143 | ) | |||||
| EFFECT OF EXCHANGE RATE CHANGES | (1,777 | ) | — | |||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 215 | 556 | ||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 54,240 | $ | 413 | ||||
The accompanying notes are an integral part of the consolidated financial statement
| F-4 |
DARKSTAR VENTURES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
NOTE 1- GENERAL
Darkstar Ventures, Inc. (“the Company” or “we”) was incorporated on May 8, 2007 under the laws of the State of Nevada.
The Company established a wholly-owned subsidiary in Israel, Bengio Urban Renewals Ltd ("Bengio")., to focus its limited resources in the area of real estate development, particularly focusing on the urban renewal market in Israel.
The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company’s current business plan.
NOTE 2 - INTERIM FINANCIAL STATEMENTS
The accompanying unaudited interim consolidated financial statements as of April 30, 2016 and for the nine months then ended, have been prepared in accordance with accounting principles generally accepted in the United States relating to the preparation of financial statements for interim periods. Accordingly, they do not include all the information and footnotes required for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended April 30, 2016 are not necessarily indicative of the results that may be expected for the year ending July 31, 2016.
The July 31, 2015 Condensed Balance Sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended July 31, 2015.
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies applied in the annual financial statements of the Company as of July 31, 2015, are applied consistently in these financial statements.
NOTE 4 - GOING CONCERN
The Company has not commenced planned principal operations. The Company had an accumulated deficit of $474,365 as of April 30, 2016. 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 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.
| F-5 |
DARKSTAR VENTURES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
NOTE 5 - NEWLY ISSUED ACCOUNTING PRONOUNCEMENTS:
No new accounting standards have been adopted since the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2015 was filed.
NOTE 6 - COMMON SHARES:
On February 16,2016, the Board of Directors of the Company and the holder of a majority of the issued and outstanding shares of common stock of the Company (the "Majority Consenting Stockholder"), together, executed a joint written consent to authorize and approve a Certificate of Amendment to the Company's Articles of Incorporation to increase the authorized capital stock of the Company from 505,000,000 shares (the "Capital Stock"), consisting of 500,000,000 shares of common stock, par value $0.0001 (the "Common Stock") and 5,000,000 shares of preferred stock,par value $0.0001 (the "Preferred Stock"), to an authorized capital stock of the Corporation of 2,005,000,000 shares consisting of 2,000,000,000 shares of Common Stock and five million 5,000,000 shares of Preferred Stock. It was also decided that the Board of Directors shall have the authority to establish one or more series of Preferred Stock and fix relative rights and preferences of any series of Preferred Stock, without any further action or approval of our stockholders.
On April 14, 2014 the Board of Directors of the Company approved the issuance of 270,000,000 restricted shares of common stock of the Company to Avraham Bengio, Company's a majority of the issued and outstanding shares of common stock of the Company and its Sole Director, CEO and CFO in consideration for the conversion of $270,000 loan granted to the Company. In addition, the Board of Directors of the Company has also decided to issue to Avraham Bengio, 120,000,000 restricted shares of the Company, as compensation for services in the amount of $120,000. In addition, the Board of Directors of the Company approved the grant of 200,000 restricted shares of the Company to a service provider as compensation for consulting services in the amount of $200.
The Board of Directors of the Company has also approved on April 14, 2016 the issuance of 150,000,000 restricted shares under a subscription agreement with investors for total consideration of $150,000 . The amounts for such subscription are receivable within sixty days.
NOTE 7 - LONG TERM LOAN:
On February 28,2016, Bengio and TCSM INC signed a loan agreement according to which TCSM would grant the Company a loan of up to $256,016 (NIS 1,000,000) in two installments of which $132,943 (NIS 500,000) was received as of the balance sheet date. According to the agreements TCSM and the Company had the right to reduce the loan amount of the second installment by 50% so that the total loan amount will not exceed NIS 750,000. The loan bears interest at an annual rate of 25%. The principal and interest will be repaid at March 1, 2019.
On February 28, 2016 TCSM INC assigned its rights in the above loan agreement to a third party. The loan is secured by Avraham Bengio, the Company's majority holder of the issued and outstanding shares of common stock and its Sole Director, CEO and CFO in an amount of up to $172,826 (NIS 650,000).
| F-6 |
Item 2. Management ’ s Discussion and Analysis or Plan of Operations.
As used in this Form 10-Q, references to “Darkstar ", the ” Company, ”“ we, ”“ our ” or “ us ” refer to Darkstar, unless the context otherwise indicates.
Forward-Looking Statements
The following discussion should be read in conjunction with our unaudited financial statements, which are included elsewhere in this Form 10-Q (the “ Report” ). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “ may, ”“ should, ”“ expects, ”“ plans, ”“ anticipates, ”“ believes, ”“ estimates, ”“ predicts, ”“ potential ” or “ continue ” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry ’ s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Corporate Background and Business Overview
We were incorporated on May 8, 2007 in the State of Nevada. 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. As we had previously disclosed, on November 20, 2012, we entered into a binding letter of intent (“LOI”) with Real Aesthetic, Inc., a Nevada corporation (“Real Aesthetic”), to acquire all of the issued and outstanding shares of common stock in exchange for common stock of the Company. The closing of the transactions contemplated by the LOI was 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. Subsequently, we decided not to pursue the contemplated transaction with Real Aesthetic. The Company has since abandoned its business plan.
The Registrant has recently determined, through its recently established, wholly-owned new Israeli subsidiary, Bengio Urban Renewals Ltd to focus its limited resources in the area of real estate development, particularly focusing on the urban renewal market in Israel. We believe, based upon the current real estate market in Israel, that urban renewal projects present an opportunity for us to generate revenues and profits, which we have never experienced since our inception. The basis for our belief is that in several major Israeli cities, there is virtually no more room to grow. As a result, several municipal governments have allowed older buildings to be renovated, thereby giving their respective cities the opportunity to develop new apartments to be added to or replacing existing buildings.
Additionally, municipalities have express their concern that many buildings constructed before 1980 will be unable to withstand earthquakes. In Israel, very few apartment buildings are owned by a single person or entity and since the majority of apartments within buildings are privately owned, the burden to renovate buildings in order to render them safer in the event of a major earthquake primarily falls on the multiple owners of various apartment buildings and complexes.
“Tama 38” is an Israeli national zoning plan whereby a contractor assumes the responsibility of renovating an apartment building. In exchange for covering all costs of renovations, securing building permits and paying requisite taxes, the contractor has is granted the right to build additional floors to the existing building and sell the apartments built on these floors.
The apartment owners benefit by receiving a modernized building, strengthened against earthquakes, as well as the additional apartments added to their buildings. In some cases balconies, storage rooms, parking spaces and elevators may be added as well, further enhancing the building’s value.
“PinuiBinui” projects are defined as development where the residents of apartments are temporarily evacuated so that the buildings may be demolished and rebuilt. The tenants then return to new apartments in the newly finished and renovated building. The contractor pays all costs for demolition, construction, relocating apartment owners and renting their temporary homes during construction. In exchange, the contractor adds new apartments in the building which are sold to generate profit.
| 3 |
As with “Tama 38,” the value of the apartments in the building is increased thereby benefitting the owners and the tenants return to a new, often larger and safer apartment in a building often with more amenities.
Our management believes that this convergence of several current market factors should potentially provide an excellent opportunity for the Registrant and its shareholders. Nevertheless, there can be no assurance that we will be successful in our new endeavors or that we will have the necessary capital to fulfill our new business plan.
On February 16, 2016, the Board of Directors of the Company and the holder of a majority of the issued and outstanding shares of common stock of the Company (the "Majority Consenting Stockholder"), together, executed a joint written consent to authorize and approve a Certificate of Amendment to the Company's Articles of Incorporation to increase the authorized capital stock of the Company from 505,000,000 shares (the "Capital Stock"), consisting of 500,000,000 shares of common stock, par value $0.0001 (the "Common Stock") and 5,000,000 shares of preferred stock, par value $0.0001 (the "Preferred Stock"), to an authorized capital stock of the Corporation of 2,005,000,000 shares consisting of 2,000,000,000 shares of Common Stock and five million 5,000,000 shares of Preferred Stock. It was also decided that the Board of Directors shall have the authority to establish one or more series of Preferred Stock and fix relative rights and preferences of any series of Preferred Stock, without any further action or approval of our stockholders.
On April 14, 2014 the Board of Directors of the Company approved the issuance of 270,000,000 restricted shares of common stock of the Company to Avraham Bengio, Company's a majority of the issued and outstanding shares of common stock of the Company and its Sole Director, CEO and CFO in consideration for the conversion of $270,000 loan granted to the Company. In addition, the Board of Directors of the Company has also decided to issue to Avraham Bengio, 120,000,000 restricted shares of the Company, as compensation for accrued salary in the amount of $120,000. In addition, the Board of Directors of the Company approved the grant of 200,000 restricted shares of the Company to a service provider as compensation for accrued consulting services in the amount of $200.
The Board of Directors of the Company has also approved on April 14, 2016 the issuance of 150,000,000 restricted shares under a subscription agreement with investors for total consideration of $150,000 . The amounts for such subscription have not yet received to date.
Employees
Other than our current director and officer, we have no employees April 30 2016 .
Transfer Agent
We have engaged Vstock Transfer LLC, 77 Spruce Street, Suite 201, Cedarhurst, NY, 11516 as our stock transfer agent. Their telephone number is (212) 828-8436 and their fax number is (646) 536-3179. The transfer agent is responsible for all record-keeping and administrative functions in connection with our issued and outstanding common stock.
Results of Operations
Results of operations for the nine months ended April 30 2016
The Company did not generate any revenues from operations for the nine months ended April 30 2016
During the nine months ended April 30 2016 the operating expenses and the net loss was $216,273 and $232,323 respectively. The operating expenses and net loss was primarily the result of professional fees, legal, auditing and other consulting fees associated with SEC compliance.
We expect to continue to incur significant operating expenses. As a result, we will need to generate significant revenues to achieve profitability, which may not occur. Even if we do achieve profitability, we may be unable to sustain or increase profitability on a quarterly or annual basis in the future.
| 4 |
Liquidity and Capital Resources
Our cash balance as of April 30 2016 was $54,240. The Company is currently seeking to raise additional equity thru private placements to enable the implementation of its current TAMA 38 business plan . The Company issued 150,000,000 restricted common stock for gross proceeds of $150,000 . The funds from the investors are a receivable as of today and have not yet been advanced by the investors ..
Going Concern Consideration
Our auditors have issued an opinion on our annual financial statements which includes a statement describing our going concern status. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills and meet our other financial obligations. This is because we have not generated any revenues and no revenues are anticipated until we begin marketing the product which cannot be guaranteed.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
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
The Company's Chief Executive Officer, who is also the Chief Financial and Accounting Officer, evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly report. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply their judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based upon that evaluation, the CEO concluded that, as of April 30 2016 , the Company’s disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. As a result of this evaluation, management identified the following deficiencies, which are deemed to be material weaknesses:
☐ Due to the size of the Company, there is a lack of segregation of duties, which would allow for proper processing, review and approval of transactions and events that have an impact on the Company’s financial results.
☐ The Company lacks a system to allow for the review and monitoring of internal control over financial reporting, which would mitigate concerns related to management’s override of controls.
☐ The Company lacks an independent Audit Committee, which can provide oversight of management and the financial reporting process. |
| 5 |
Changes in Internal Control over Financial Reporting
There were no changes in our internal controls over financial reporting for the nine months ended April 30 2016 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
PART II
OTHER INFORMATION
Item A . Legal Proceedings
None
Item 1 A. 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.
During the quarter ended April 30 2016, the Company did not issue any shares of unregistered common stock.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information.
None
Item 6. Exhibits
| 31.1 and 31.2 | Certification of Principal Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
| 32 | Certification of Principal Executive and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act |
| 6 |
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
June 10 2016
| /s/ Avraham Bengio |
| AvramBengio |
| CEO / Director and Internal Accounting Officer |
| 7 |
Exhibit 31.1
| PRINCIPAL EXECUTIVE OFFICER CERTIFICATION |
| I, Avraham Bengio certify that: |
(1) I have reviewed this quarterly report on Form 10-Q of Darkstar Ventures Inc
(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 quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
(4) The issuer ’ s other certifying officer 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)) for the small business issuer and we 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 small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Evaluated the effectiveness of the issuer ’ 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 upon based such evaluation; and
(c) Disclosed in this report any change in the issuer ’ s internal control over financial reporting that occurred during the small business issuer ’ s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer ’ s internal control over financial reporting;
(5) The issuer ’ s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer ’ s auditors and the audit committee of the issuer ’ s board of directors (or persons performing the equivalent function):
(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 small business issuer ’ 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 small business issuer ’ s internal controls over financial reporting.
| Dated June 10 2016 | By: | /s/ Avraham Bengio | |
Avraham Bengio Chief Executive Officer |
Exhibit 31.2
| PRINCIPAL ACCOUNTING OFFICER CERTIFICATION |
| I Avraham Bengio, certify that: |
(1) I have reviewed this quarterly report on Form 10-Q of Darkstar Ventures Inc.
(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 quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
(4) The issuer ’ s other certifying officer 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)) for the small business issuer and we 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 small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Evaluated the effectiveness of the issuer ’ 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 upon based such evaluation; and
(c) Disclosed in this report any change in the issuer ’ s internal control over financial reporting that occurred during the small business issuer ’ s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer ’ s internal control over financial reporting;
(5) The issuer ’ s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer ’ s auditors and the audit committee of the issuer ’ s board of directors (or persons performing the equivalent function):
(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 small business issuer ’ 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 small business issuer ’ s internal controls over financial reporting.
| Dated: June 10 2016 | By: | /s/ Avraham Bengio | |
| Avraham Bengio |
Exhibit 32
CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, each of the undersigned officers of Darkstar Ventures Inc, (the “ Company ” ), does hereby certify, to each such officer ’ s knowledge, that:
(1) The quarterly report on form 10-Q of the Company for the nine months ended ended April 302016 (“ the Report ” ) fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78 m); and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| Dated June 10 2016 | By: | /s/ Avraham Bengio |
Avraham Bengio Chief Executive Officer and Principal 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.
Document And Entity Information - shares |
9 Months Ended | |
|---|---|---|
Apr. 30, 2016 |
Jun. 10, 2016 |
|
| Document And Entity Information | ||
| Entity Registrant Name | Darkstar Ventures, Inc. | |
| Entity Central Index Key | 0001530163 | |
| Document Type | 10-Q | |
| Document Period End Date | Apr. 30, 2016 | |
| 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 | 647,345,000 | |
| Document Fiscal Period Focus | Q3 | |
| Document Fiscal Year Focus | 2016 |
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares |
Apr. 30, 2016 |
Jul. 31, 2015 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred stock, par value per share | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
| Preferred stock, shares issued | ||
| Preferred stock, shares outstanding | ||
| Common stock, par value per share | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized | 2,000,000,000 | 500,000,000 |
| Common stock, shares issued | 647,345,000 | 107,145,000 |
| Common stock, shares outstanding | 647,345,000 | 107,145,000 |
Condensed Consolidated Statements Of Comprehensive Loss - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Apr. 30, 2016 |
Apr. 30, 2015 |
Apr. 30, 2016 |
Apr. 30, 2015 |
|
| Income Statement [Abstract] | ||||
| General and administrative expenses | $ 173,970 | $ 11,327 | $ 216,273 | $ 35,423 |
| Operating loss | (173,970) | (11,327) | (216,273) | (35,423) |
| Interest expense, net | (8,257) | (2,127) | (16,050) | (5,948) |
| Net loss | (182,227) | $ (13,454) | (232,323) | $ (41,371) |
| Other comprehensive loss - Foreign currency loss | (2,271) | (1,777) | ||
| Comprehensive loss | $ (184,498) | $ (13,454) | $ (234,100) | $ (41,371) |
| Basic and diluted net loss per common share | $ 0.00 | $ 0.00 | $ (0.00) | $ 0.00 |
| Weighted average number of common shares outstanding during the period - basic and diluted | 203,180,556 | 107,145,000 | 138,689,526 | 107,145,000 |
General |
9 Months Ended |
|---|---|
Apr. 30, 2016 | |
| Accounting Policies [Abstract] | |
| General | NOTE 1 - GENERAL
Darkstar Ventures, Inc. (“the Company” or “we”) was incorporated on May 8, 2007 under the laws of the State of Nevada.
The Company established a wholly-owned subsidiary in Israel, Bengio Urban Renewals Ltd ("Bengio")., to focus its limited resources in the area of real estate development, particularly focusing on the urban renewal market in Israel.
The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company’s current business plan. |
Interim Financial Statements |
9 Months Ended |
|---|---|
Apr. 30, 2016 | |
| Quarterly Financial Information Disclosure [Abstract] | |
| Interim Financial Statements |
NOTE 2 - INTERIM FINANCIAL STATEMENTS
The accompanying unaudited interim consolidated financial statements as of April 30, 2016 and for the nine months then ended, have been prepared in accordance with accounting principles generally accepted in the United States relating to the preparation of financial statements for interim periods. Accordingly, they do not include all the information and footnotes required for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended April 30, 2016 are not necessarily indicative of the results that may be expected for the year ending July 31, 2016.
The July 31, 2015 Condensed Balance Sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended July 31, 2015. |
Significant Accounting Policies |
9 Months Ended |
|---|---|
Apr. 30, 2016 | |
| Accounting Policies [Abstract] | |
| Significant Accounting Policies | NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies applied in the annual financial statements of the Company as of July 31, 2015, are applied consistently in these financial statements. |
Going Concern |
9 Months Ended |
|---|---|
Apr. 30, 2016 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Going Concern | NOTE 4 - GOING CONCERN
The Company has not commenced planned principal operations. The Company had an accumulated deficit of $474,365 as of April 30, 2016. In addition, the Company continues to have negative cash flows from operations. 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 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. |
Newly Issued Accounting Pronouncements |
9 Months Ended |
|---|---|
Apr. 30, 2016 | |
| Accounting Changes and Error Corrections [Abstract] | |
| Newly Issued Accounting Pronouncements | NOTE 5 - NEWLY ISSUED ACCOUNTING PRONOUNCEMENTS:
No new accounting standards have been adopted since the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2015 was filed. |
Common Shares |
9 Months Ended |
|---|---|
Apr. 30, 2016 | |
| Common Shares | |
| Common Shares | NOTE 6 - COMMON SHARES:
On February 16,2016, the Board of Directors of the Company and the holder of a majority of the issued and outstanding shares of common stock of the Company (the "Majority Consenting Stockholder"), together, executed a joint written consent to authorize and approve a Certificate of Amendment to the Company's Articles of Incorporation to increase the authorized capital stock of the Company from 505,000,000 shares (the "Capital Stock"), consisting of 500,000,000 shares of common stock, par value $0.0001 (the "Common Stock") and 5,000,000 shares of preferred stock,par value $0.0001 (the "Preferred Stock"), to an authorized capital stock of the Corporation of 2,005,000,000 shares consisting of 2,000,000,000 shares of Common Stock and five million 5,000,000 shares of Preferred Stock. It was also decided that the Board of Directors shall have the authority to establish one or more series of Preferred Stock and fix relative rights and preferences of any series of Preferred Stock, without any further action or approval of our stockholders.
On April 14, 2014 the Board of Directors of the Company approved the issuance of 270,000,000 restricted shares of common stock of the Company to Avraham Bengio, Company's a majority of the issued and outstanding shares of common stock of the Company and its Sole Director, CEO and CFO in consideration for the conversion of $270,000 loan granted to the Company. In addition, the Board of Directors of the Company has also decided to issue to Avraham Bengio, 120,000,000 restricted shares of the Company, as compensation for services in the amount of $120,000. In addition, the Board of Directors of the Company approved the grant of 200,000 restricted shares of the Company to a service provider as compensation for consulting services in the amount of $200.
The Board of Directors of the Company has also approved on April 14, 2016 the issuance of 150,000,000 restricted shares under a subscription agreement with investors for total consideration of $150,000 . The amounts for such subscription are receivable within sixty days. |
Long Term Loan |
9 Months Ended |
|---|---|
Apr. 30, 2016 | |
| Long Term Loan | |
| Long Term Loan | NOTE 7 - LONG TERM LOAN:
On February 28,2016, Bengio and TCSM INC signed a loan agreement according to which TCSM would grant the Company a loan of up to $256,016(NIS 1,000,000) in two installments of which $132,943 (NIS 500,000) was received as of the balance sheet date. According to the agreements TCSM and the Company had the right to reduce the loan amount of the second instalment by 50% so that the total loan amount will not exceed NIS 750,000. The loan bears interest at an annual rate of 25%. The principal and interest will be repaid at March 1, 2019.
On February 28, 2016 TCSM INC assigned its rights in the above loan agreement to a third party. The loan is secured by Avraham Bengio, the Company's majority holder of the issued and outstanding shares of common stock and its Sole Director, CEO and CFO in an amount of up to $172,826 (NIS 650,000). |
Long Term Loan (Narrative) (Details) |
2 Months Ended | 9 Months Ended | ||||
|---|---|---|---|---|---|---|
|
Feb. 28, 2016
USD ($)
|
Apr. 30, 2016
USD ($)
|
Apr. 30, 2016
ILS (₪)
|
Apr. 30, 2016
USD ($)
|
Apr. 30, 2015
USD ($)
|
Feb. 28, 2016
ILS (₪)
|
|
| Debt Instrument [Line Items] | ||||||
| Proceed from long term loan | $ 132,943 | |||||
| Bengio Urban Renewals Ltd [Member] | Loan Agreement With TCSM INC [Member] | ||||||
| Debt Instrument [Line Items] | ||||||
| Loan face amount | $ 256,016 | |||||
| Proceed from long term loan | $ 132,943 | |||||
| Loan description | According to the agreements TCSM and the Company had the right to reduce the loan amount of the second instalment by 50% so that the total loan amount will not exceed NIS 750,000. On February 28, 2016 TCSM INC assigned its rights in the above loan agreement to a third party. The loan is secured by Avraham Bengio, the Company's majority holder of the issued and outstanding shares of common stock and its Sole Director, CEO and CFO in an amount of up to $172,826 (NIS 650,000). |
|||||
| Debt instrument interest rate | 25.00% | |||||
| Debt instrument maturity date | Mar. 01, 2019 | |||||
| Bengio Urban Renewals Ltd [Member] | Loan Agreement With TCSM INC [Member] | NIS | ||||||
| Debt Instrument [Line Items] | ||||||
| Loan face amount | ₪ | ₪ 1,000,000 | |||||
| Proceed from long term loan | ₪ | ₪ 500,000 | |||||