Quarterly Report (10-q)

Date : 12/14/2018 @ 5:32PM
Source : Edgar (US Regulatory)
Stock : Darkstar Ventures (PC) (DAVC)
Quote : 0.0079  0.0016 (25.40%) @ 9:59PM

Quarterly Report (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 2018

 

[  ] 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 972-732592084

  

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 [ ]  No [X ]

 

As of December 13, 2018 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 OCTOBER 31 2018

 

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 9
Item 3 Quantitative and Qualitative Disclosures About Market Risk 11
Item 4 Controls and Procedures 11
PART II  

Item I. Legal proceedings

 

12
Item 1a Risk Factors 12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Mine Safety Disclosures 12
Item 5. Other Information 12
Item 6. Exhibits 12
Signatures 13

  

 

 

  1  

 

 

PART I  FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

DARKSTAR VENTURES, INC.

 

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

AS OF OCTOBER 31 , 2018

IN U.S. DOLLARS

 

UNAUDITED

 

TABLE OF CONTENTS

 

 

  Page
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:  
Condensed Consolidated Balance sheets as of October 31, 2018 and July 31, 2018 3
Condensed Consolidated Statements of Comprehensive Loss for the three months  
ended October 31, 2018 and 2017 4
Condensed Consolidated Statements of stockholders' deficit for the period of three months  
ended October 31, 2018 and 2017 5
Condensed Consolidated Statements of cash flows for the three months  
ended October 31, 2018 and 2017 6
Notes to condensed interim financial statements 7 - 8

 

 

 

 

  2  

 

 

   

DARKSTAR VENTURES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

    October 31,   July 31,
    2018   2018
    Unaudited   Audited
A s s e t s                
CURRENT ASSETS:                
Related parties   $ —       $ 3,667  
Other current assets     24,172       24,511  
          T o t a l  current assets     24,172       28,178  
                 
LAND DEVELOPMENT COSTS     45,687       47,244  
                 
PROPERTY AND EQUIPMENT, NET     3,841       4,368  
                 
OTHER ASSETS     2,452       8,490  
                 
          T o t a l  assets   $ 76,152     $ 88,280  
                 
             Liabilities and Stockholders’ Deficit                
CURRENT LIABILITIES:                
Short term bank credit   $ 10,734     $ 7,016  
Trade payables     17,397       18,227  
Short term loans     60,366       44,760  
Other accounts payables and accrued expenses     39,503       34,646  
Related parties     26,101       —    
T o t a l  current liabilities     154,101       104,649  
                 
LONG TERM LOAN     745,666       712,376  
                 
STOCKHOLDERS' EQUITY (DEFICIENCY):                
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 at October 31, 2018 and July 31, 2018.
Issued and outstanding: 647,345,000 shares at October 31, 2018 and July 31, 2018.
    64,734       64,734  
Additional paid-in capital     575,851       575,851  
Accumulated other comprehensive income     4,643       (5,099 )
Accumulated deficit     (1,468,843 )     (1,364,231 )
T o t a l  Stockholders’ Equity (Deficiency)     (823,615 )     (728,745 )
T o t a l  liabilities and Stockholders’ Equity (Deficiency)   $ 76,152     $ 88,280  

 

The accompanying notes are an integral part of the consolidated financial statements.

 

  3  

 

 

DARKSTAR VENTURES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

 

 

         
    Three months ended
    October 31
    2018   2017
    (Unaudited)
         
         
Project development and general and administrative expenses   $ 53,311     $ 35,359  
  Operating loss     (53,311 )     (35,359 )
                 
Interest expense, net     (51,301 )     (26,301 )
  Net loss   $ (104,612 )   $ (61,660 )
                 
Other comprehensive loss - Foreign currency gain (loss)     9,742       (8,594 )
  Comprehensive loss   $ (94,870 )   $ (70,254 )
                 
                 
Basic and diluted net loss per common share   $ (0.00 )   $ (0.00 )
                 
Weighted average number of common shares outstanding during the period – basic and diluted     647,345,000       647,345,000  
                 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

  4  

 

 

DARKSTAR VENTURES, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

 

    Common Stock, $0.0001 Par Value  

 

Receivables on

  Foreign currency   Additional paid-in   Accumulated   Total Stockholders'
    Shares   Amount  

account of

shares issued

 

translation

adjustments

  Capital   deficit   Equity (deficit)
                             
BALANCE AT JULY 31, 2018 (audited)     647,345,000     $ 64,734       —       $ (5,099 )   $ 575,851       (1,364,231 )$   $ (728,745 )
                                                         
Foreign currency translation adjustments                             9,742                       9,742  
Net loss for the three months ended October 31, 2018                                             (104,612 )     (104,612 )
BALANCE AT OCTOBER 31, 2018 (Unaudited)     647,345,000     $ 64,734       —       $ 4,643     $ 575,851     $ (1,468,843 )   $ (823,615 )

 

 

 

    Common Stock, $0.0001 Par Value  

 

Receivables on

  Foreign currency   Additional paid-in   Accumulated   Total Stockholders'
    Shares   Amount  

account of

shares issued

 

translation

adjustments

  Capital   deficit   Equity (deficit)
                             
BALANCE AT JULY 31, 2017 (audited)     647,345,000     $ 64,734     $ (12,561 )   $ (18,033 )   $ 575,851     $ (985,968 )   $ (375,977 )
                                                         
Received on account of shares issued                     12,561                               12,561  
Foreign currency translation adjustments                             (8,594 )                     (8,594 )
Net loss for the three months ended October 31, 2017                                             (70,254 )     (70,254 )
BALANCE AT OCTOBER 31, 2017 (Unaudited)     647,345,000     $ 64,734       —       $ (26,627 )   $ 575,851     $ (1,056,222 )   $ (442,264 )

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

  5  

 

 

DARKSTAR VENTURES, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

         
         
    Three months ended
    October 31
    2018   2017
    (Unaudited)
CASH FLOW S FROM OPERATING ACTIVITIES:                
Net loss   $ (104,612 )   $ (70,254 )
Adjustments required to reconcile net loss                
to net cash used in operating activities:                
   Depreciation     527       502  
Land development costs     1,557       (117 )
Expenses in respect of loans     43,046       46,843  
Increase in accrued interest on related party loan     29,768       (23,016 )
Increase (decrease) in prepaid expenses and other current assets     339       8,942  
Increase (decrease) in trade payables and other account payables     4,027       18,615  
Net cash used in operating activities   $ (25,348 )     (18,485 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:     —         —    
                 
CASH FLOWS FROM FINANCING ACTIVITIES:                
  Loan received     15,606       —    
       Proceeds from receivables on account of shares     —         12,561  
Net cash provided by financing activities   $ 15,606       12,561  
                 
 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     (9,742 )     (5,924 )
                 
EFFECT OF EXCHANGE RATE CHANGES     9,742       (8,594 )
                 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD     —         34,205  
                 
CASH AND CASH EQUIVALENTS AT END OF PERIOD   $ —       $ 19,687  

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                
Cash paid during the period for:                
      Interest   $ —       $ —    
      Income taxes   $ —       $ —    

 

The accompanying notes are an integral part of the consolidated financial statement

 

  6  

 

 

 

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 October 31, 2018 and for the three 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 three months ended October 31, 2018 are not necessarily indicative of the results that may be expected for the year ending July 31, 2019.

 

The July 31, 2018 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/A for the year ended July 31, 2018.

 

 

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

 

The significant accounting policies applied in the annual financial statements of the Company as of July 31, 2018, are applied consistently in these financial statements.

 

 

 

 

  7  

 

 

DARKSTAR VENTURES, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

 

NOTE 4 - GOING CONCERN

 

The Company has not commenced planned principal operations. The Company had an accumulated deficit of $1,468,843 as of October 31, 2018. 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.

 

NOTE 5 - NEWLY ISSUED ACCOUNTING PRONOUNCEMENTS:

 

No new accounting standards have been adopted since the Company’s Annual Report on Form 10-K/A for the fiscal year ended July 31, 2018 was filed.

 

NOTE 6 – RELATED PARTY TRANSACTIONS:

 

As of July 31, 2018 the balance of the related party includes loans to an officer of the Company in the amount of $3,667. The loan is due twenty four months from the date of the loan and bears an interest of 26% per annum. As of October 31, 2018 the officer paid the loan in full.

 

 

 

  8  

 

 

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.

 

 

  9  

 

 

 

“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.

  

 

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.

 

Since February 2016, the Registrant’s Board of Directors authorized the establishment of a new  wholly-owned Israeli subsidiary, Bengio Urban Renewals Ltd (“Bengio Urban”) to focus its limited resources in the area of real estate development, particularly focusing on the urban renewal market in Israel. To that end, the Registrant raised $150,000 from the sale of restricted shares to investors to fund the new real estate development operations of Bengio Urban, which has recently hired employees and has signed contracts with the current tenants of seven buildings who have agreed to vacate the buildings so that they can be redeveloped into modern state of the art new residential buildings .

 

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.

 

Other than our current director and officer, the Company currently has no employees.

 

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 three months ended October 31, 2018

 

The Company did not generate any revenues from operations for the three months ended October 31, 2018

 

During the three months ended October 31, 2018 the operating expenses and the comprehensive loss was $53,311 and $94,870 respectively. The operating expenses and comprehensive loss was primarily the result of professional fees, legal, auditing and other consulting fees associated with SEC compliance and operating expenses in the subsidiary from its commencement of its business activities .

 

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.

  

Liquidity and Capital Resources

 

We had no cash balance as of October 31, 2018. The Company is currently seeking to raise additional equity thru private placements to enable the continuation of its current TAMA 38 business plan ..

  

 

  10  

 

 

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 October 31 , 2018 , 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.

   

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal controls over financial reporting for the three months ended October 31, 2018 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

  11  

 

 

  

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 October 31, 2018, 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

    

 

 

 

  12  

 

 

 

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

 

December 13, 2018

  

/s/ Avraham Bengio 
AvramBengio
CEO / Director and Internal Accounting Officer

   

 

 

 

 

  13  

 

   

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