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 2017



[
 ] 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
[ ]  No [X ]



As
of December 20, 2017 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 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 | 13  
|Item
    3 Quantitative and Qualitative Disclosures About Market Risk                             | 15  
|Item
    4 Controls and Procedures                                                                | 15  
|PART
    II                                                                                       |     
|Item
        I. Legal proceedings                                                                 | 16  
|Item
    1a Risk Factors                                                                          | 16  
|Item
    2. Unregistered Sales of Equity Securities and Use of Proceeds                           | 16  
|Item
    3. Defaults Upon Senior Securities                                                       | 16  
|Item
    4. Mine Safety Disclosures                                                               | 16  
|Item
    5. Other Information                                                                     | 16  
|Item
    6. Exhibits                                                                              | 16  
|Signatures                                                                                        | 17  













1










PART
I  FINANCIAL INFORMATION



Item
1. Financial Statements.











DARKSTAR VENTURES, INC.



INTERIM CONSOLIDATED FINANCIAL STATEMENTS



AS OFOCTOBER
31, 2017

IN U.S. DOLLARS





UNAUDITED





TABLE OF
CONTENTS





|                                                                                           | Page  
|------------------------------------------------------------------------------------------ | ------
|CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:                                               |       
|Condensed Consolidated Balance sheets as of October 31, 2017(Unaudited)  and July 31, 2017 | 3     
|Condensed Consolidated Statements of Comprehensive Lossfor the three months                |       
|ended October 31, 2017 and 2016 (Unaudited)                                                | 4     
|Condensed Consolidated Statements of stockholders' deficit for the period of three months  |       
|ended October 31, 2017 and 2016 (Unaudited)                                                | 5     
|Condensed Consolidated Statements of cash flowsfor the three months                        |       
|ended October 31, 2017 and 2016 (Unaudited)                                                | 6     
|Notes to condensed unaudited interim financial statements                                  | 7 - 12





2












DARKSTAR VENTURES, INC.

CONDENSED
CONSOLIDATED BALANCE SHEETS





|                                                                                                                                                                                                                                                                                        |  | October 31, |            | July 31,
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ---------- | --------
|                                                                                                                                                                                                                                                                                        |  | 2017        |            | 2017    
|                                                                                                                                                                                                                                                                                        |  |             |            | Audited 
|A s s e t s                                                                                                                                                                                                                                                                             |  |             |            |         
|CURRENT ASSETS:                                                                                                                                                                                                                                                                         |  |             |            |         
|Cash and cash equivalents                                                                                                                                                                                                                                                               |  | $           | 19,687     |         
|related parties                                                                                                                                                                                                                                                                         |  |             | 158,660    |         
|Other current assets                                                                                                                                                                                                                                                                    |  |             | 23,955     |         
|T o t a l  current assets                                                                                                                                                                                                                                                               |  |             | 202,302    |         
|                                                                                                                                                                                                                                                                                        |  |             |            |         
|LAND DEVELOPMENT COSTS                                                                                                                                                                                                                                                                  |  |             | 11,360     |         
|                                                                                                                                                                                                                                                                                        |  |             |            |         
|PROPERTY AND EQUIPMENT, NET                                                                                                                                                                                                                                                             |  |             | 4,178      |         
|                                                                                                                                                                                                                                                                                        |  |             |            |         
|OTHER ASSETS                                                                                                                                                                                                                                                                            |  |             | 26,407     |         
|                                                                                                                                                                                                                                                                                        |  |             |            |         
|T o t a l  assets                                                                                                                                                                                                                                                                       |  | $           | 244,247    |         
|                                                                                                                                                                                                                                                                                        |  |             |            |         
|Liabilities and Stockholders’ Deficit                                                                                                                                                                                                                                                   |  |             |            |         
|CURRENT LIABILITIES:                                                                                                                                                                                                                                                                    |  |             |            |         
|Trade payables                                                                                                                                                                                                                                                                          |  | $           | 24,947     |         
|Other accounts payables and accrued expenses                                                                                                                                                                                                                                            |  |             | 31,147     |         
|T o t a l  current liabilities                                                                                                                                                                                                                                                          |  |             | 56,094     |         
|                                                                                                                                                                                                                                                                                        |  |             |            |         
|LONG TERM LOAN                                                                                                                                                                                                                                                                          |  |             | 630,417    |         
|                                                                                                                                                                                                                                                                                        |  |             |            |         
|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, 2017 and July 31, 2017. Issued and outstanding: 647,345,000 shares at October 31, 2017 and July 31, 2017. |  |             | 64,734     |         
|Additional paid-in capital                                                                                                                                                                                                                                                              |  |             | 575,851    |         
|Accumulated other comprehensive income                                                                                                                                                                                                                                                  |  |             | (26,627    | )       
|Receivables on account of shares issued                                                                                                                                                                                                                                                 |  |             | —          |         
|Accumulated deficit                                                                                                                                                                                                                                                                     |  |             | (1,056,222 | )       
|T o t a l  Stockholders’ Equity (Deficiency)                                                                                                                                                                                                                                            |  |             | (442,264   | )       
|T o t a l  liabilities and Stockholders’ Equity (Deficiency)                                                                                                                                                                                                                            |  | $           | 244,247    |         



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



Director: _______________



Date:_________________





3








DARKSTAR VENTURES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
LOSS

(Unaudited)







|                                                                                           |  |                    |             |     
|------------------------------------------------------------------------------------------ |  | ------------------ | ----------- | ----
|                                                                                           |  |                    |             |     
|                                                                                           |  | Three months ended
|                                                                                           |  | October 31        
|                                                                                           |  | 2017               |             | 2016
|                                                                                           |  |                    | $           |     
|                                                                                           |  |                    |             |     
|                                                                                           |  |                    |             |     
|Project development and general and administrative expenses                                |  | $                  | 35,359      |     
|Operating loss                                                                             |  |                    | (35,359     | )   
|                                                                                           |  |                    |             |     
|Interest expense, net                                                                      |  |                    | (26,301     | )   
|Net loss                                                                                   |  | $                  | (61,660     | )   
|                                                                                           |  |                    |             |     
|Other comprehensive loss - Foreign currency gain (loss)                                    |  |                    | (8,594      | )   
|Comprehensive loss                                                                         |  | $                  | (70,254     | )   
|                                                                                           |  |                    |             |     
|                                                                                           |  |                    |             |     
|Basic and diluted net loss per common share                                                |  | $                  | (0.00       | )   
|                                                                                           |  |                    |             |     
|Weighted average number of common shares outstanding during the period – basic and diluted |  |                    | 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            
|                                                     |  |                                 |             |                |  |                          |        |                         |  |             |         |                    
|BALANCE AT JULY 31, 2017 (audited)                   |  |                                 | 647,345,000 |                |  | $                        | 64,734 |                         |  | $           | (12,561 | )                  
|                                                     |  |                                 |             |                |  |                          |        |                         |  |             |         |                    
|Received on account of shares issued                 |  |                                 |             |                |  |                          |        |                         |  |             | 12,561  |                    
|Foreign currency translation adjustments             |  |                                 |             |                |  |                          |        |                         |  |             |         |                    
|Net loss for the three months ended October 31, 2016 |  |                                 |             |                |  |                          |        |                         |  |             |         |                    
|BALANCE AT OCTOBER 31, 2017 (Unaudited)              |  |                                 | 647,345,000 |                |  | $                        | 64,734 |                         |  |             | —       |                    







|                                                     |  | 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            
|                                                     |  |                                 |             |                |  |                          |        |                         |  |             |          |                    
|BALANCE AT JULY 31, 2016 (audited)                   |  |                                 | 647,345,000 |                |  | $                        | 64,734 |                         |  | $           | (150,000 | )                  
|                                                     |  |                                 |             |                |  |                          |        |                         |  |             |          |                    
|Received on account of shares issued                 |  |                                 |             |                |  |                          |        |                         |  |             | 120,000  |                    
|Foreign currency translation adjustments             |  |                                 |             |                |  |                          |        |                         |  |             |          |                    
|Net loss for the three months ended October 31, 2016 |  |                                 |             |                |  |                          |        |                         |  |             |          |                    
|BALANCE AT OCTOBER 31, 2016 (Unaudited)              |  |                                 | 647,345,000 |                |  | $                        | 64,734 |                         |  |             | (30,000  | )                  





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



5






DARKSTAR VENTURES, INC.



CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS

(Unaudited)





|                                                   |  |                    |         |     
|-------------------------------------------------- |  | ------------------ | ------- | ----
|                                                   |  |                    |         |     
|                                                   |  | Three months ended
|                                                   |  | October 31        
|                                                   |  | 2017               |         | 2016
|                                                   |  |                    | $       |     
|CASH FLOWS FROM OPERATING ACTIVITIES:              |  |                    |         |     
|Net loss                                           |  | $                  | (70,254 | )   
|Adjustments required to reconcile net loss         |  |                    |         |     
|to net cash used in operating activities:          |  |                    |         |     
|Depreciation                                       |  |                    | 502     |     
|Land development cost                              |  |                    | (117    | )   
|Increase in accrued interest on long term loan     |  |                    | 46,843  |     
|Increase in accrued interest on related party loan |  |                    | (23,016 | )   
|Increase in prepaid expenses and other receivables |  |                    | 8,942   |     
|Increase (decrease) in other account payables      |  |                    | 18,615  |     
|Net cash used in operating activities              |  |                    | (18,485 | )   
|                                                   |  |                    |         |     
|CASH FLOWS FROM INVESTING ACTIVITIES:              |  |                    | —       |     
|                                                   |  |                    |         |     
|CASH FLOWS FROM FINANCING ACTIVITIES:              |  |                    |         |     
|Proceeds from receivables on account of shares     |  |                    | 12,561  |     
|Net cash provided by financing activities          |  |                    | 12,561  |     
|                                                   |  |                    |         |     
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS   |  |                    | (5,924  | )   
|                                                   |  |                    |         |     
|EFFECT OF EXCHANGE RATE CHANGES                    |  |                    | (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.



Basis of Presentation

The Company maintains its accounting
records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (“U.S.
GAAP”).



These financial statements are presented
in US dollars.



Fiscal Year End

The Corporation has adopted a fiscal
year end of July 31.



NOTE
2 - INTERIM FINANCIAL STATEMENTS



The accompanying unaudited interim
consolidated financial statements as of October 31, 2017 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, 2017 are not necessarily indicative of the results that may
be expected for the year ending July 31, 2018.



The July 31, 2017 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, 2017.





NOTE 3 –
SIGNIFICANT ACCOUNTING POLICIES



The principal accounting policies are set
out below, these policies have been consistently applied to the period presented, unless otherwise stated:



Use of Estimates

The preparation of financial statements
in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts or revenues and expenses during the reporting period. Actual results could differ
from those estimates.



7






Functional currency

The functional currency of the Company
is the U.S. dollar (“$” or “dollar"), which is the currency of the primary economic environment in which
the operations of the Company are conducted. The functional currency of its foreign subsidiary is the New Israeli Shekel ("NIS").



The financial statements of
the subsidiary were translated into dollars in accordance with the relevant standards of the Financial Accounting Standards
Board ("FASB"). Accordingly, assets and liabilities were translated from NIS to $ using year-end exchange rates and
income and expense items were translated at average exchange rates during the year.



Gains or losses resulting from translation
adjustments are reflected in stockholders' deficit, under “accumulated other comprehensive income (loss)”.



Principles of consolidation

The consolidated financial statements
include the accounts of the Company, the wholly owned subsidiaries of Bengio Urban Renewals Ltd for the quarter ended October 30,
2017. Significant intercompany balances and transactions have been eliminated.



Cash and cash equivalents

Cash and equivalents include investments
with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions
that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000.



Property, plant and equipment

Property, plant and equipment (“PPE”)
are stated at cost less accumulated depreciation and amortization.  Expenditures for maintenance and repairs are charged to
expense as incurred.  Additions, improvements and major replacements that extend the life of the asset are capitalized.



Depreciation and amortization is
recorded using the straight-line method over the estimated useful lives of depreciable assets, which are generally three to five
years.



Land development costs

Land development costs, including
estimated value of land, under TAMA 38 purchase agreements are capitalized when definite agreement is signed with the tenants.
Tax arising from such agreements is recorded as Obligation under construction agreements when the Company can estimate the tax
obligation.



Accounts Payable and Accrued
Expenses

Accounts payable and accrued expenses
are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the
financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of
these goods and services.



Revenue Recognition

The Company recognizes revenue when
all of the following have occurred: persuasive evidence of an agreement with the customer exists, delivery has occurred or services
have been rendered, the selling price is fixed or determinable and collectability of the selling price is reasonably assured.



The Company recognizes revenues
when title has passed to the customer, which is generally when products are shipped.



Cost of Sales

Cost of sales consists of the cost
of merchandise sold to customers.



8






Income taxes

Income taxes are accounted for in
accordance with ASC Topic 740, “Income Taxes.” Under the asset and liability method, deferred tax assets and liabilities
are recognized for the future consequences of differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases (temporary differences). Deferred tax assets and liabilities are measured using tax
rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled. Valuation
allowances for deferred tax assets are established when it is more likely than not that some portion or all of the deferred tax
assets will not be realized.



Share-base payments

Share-based payments to
employees are measured at the fair value of the options issued and amortized over the vesting periods. Share-based payments
to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments
issued if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date
the goods or services are received. The amount recognized as an expense is adjusted to reflect the number of awards expected
to vest. The offset to the recorded cost is to share-based payments reserve. Consideration received on the exercise of stock
options is recorded as capital stock and the related share-based payments reserve is transferred to share capital.



Earnings per share

The Company computes net loss per
share in accordance with ASC 260, “Earnings Per Share” ASC 260 requires presentation of both basic and diluted earnings
per share (“EPS”) on the face of the income statement. Basic EPS is calculated by dividing the profit or loss attributable
to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted EPS
is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares
outstanding for the effects of all potential dilutive common shares. As at March 31, 2017 the Company had no potentially dilutive
shares.



Fair Value of Financial Instruments

The Company measures assets and
liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements,
which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be,
in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants
would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework
for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned
a hierarchical level.



The following are the hierarchical
levels of inputs to measure fair value:

- Level 1: Quoted prices in active
markets for identical instruments;

- Level 2: Other significant observable
inputs (including quoted prices in active markets for similar instruments);

- Level 3: Significant unobservable
inputs (including assumptions in determining the fair value of certain investments).



Adoption of New Accounting Standards

ASC Update 2014-15 “Presentation
of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue
as a Going Concern"



In August 2014, the FASB issued
ASC Update 2014-15, "Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties
about an Entity’s Ability to Continue as a Going Concern" ("ASU 2014-15"). ASU 2014-15 provide guidance on
management’s responsibility in evaluating whether there are conditions or events, considered in the aggregate, that raise
substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial
statements are issued (or within one year after the date that the financial statements are available to be issued when applicable).
ASU 2014-15 also provide guidance related to the required disclosures as a result of management evaluation.



9






The amendments in ASU 2014-15 became
effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Management
applied the guidance of ASU 2014-15 to these financial statements and has determined that there is a substantial doubt about the
Company’s ability to continue as a going concern. Certain disclosures were updated to conform to the disclosures required
under ASU 2014-15.



Newly issued accounting pronouncements

ASC Update 2014-09 “Revenue
from Contracts with Customers (Topic 606)” and Related Updates



In May of 2014, the FASB issued
ASC Update 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASC Update 2014-09 provides guidance for the
recognition, measurement and disclosure of revenue related to the transfer of promised goods or services to customers. This update
was effective for fiscal years beginning after December 15, 2016, for which early adoption was prohibited.



However, in August of 2015, the
FASB issued ASC Update 2014-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,”
deferring the effective date of ASC Update 2014-09 to fiscal years beginning after December 15, 2017(the first quarter of fiscal
year 2018 for the Company), and permitting early adoption of this update, but only for annual reporting periods beginning after
December 15, 2016, and interim reporting periods within that reporting period.



During 2016, the FASB issued several
Accounting Standard Updates that focuses on certain implementation issues of the new revenue recognition guidance including Narrow-Scope
Improvements and Practical Expedients, Principal versus Agent Considerations and Identifying Performance Obligations and Licensing.



An entity should apply the amendments
in this ASU using one of the following two methods: 1. retrospectively to each prior reporting period presented with a possibility
to elect certain practical expedients, or, 2. Retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized
at the date of initial application. If an entity elects the latter transition method, it also should provide certain additional
disclosures.



The Company intends to adopt ASU
2014-09 as of January 1, 2018. The Company is in the process of evaluating the impact of ASU 2014-09 on its potential revenue streams,
if any, and on its financial reporting and disclosures. Management is expecting to complete the evaluation of the impact of the
accounting and disclosure changes on the business processes, controls and systems throughout 2017. Since the company did not report
any revenues since its inception, management believes that the adoption of ASU 2014-09 will not have significant impact on its
financial statements.



NOTE 4 –LOAN TO RELATED PARTY

|                                                                                                 |  | October 30,      |         | July 31,      
|------------------------------------------------------------------------------------------------ |  | ---------------- | ------- | --------------
|                                                                                                 |  | 2017 (unaudited) |         | 2017 (Audited)
|                                                                                                 |  |                  | $       |               
|                                                                                                 |  |                  |         |               
|Loan to related party                                                                            |  |                  | 158,660 |               
|                                                                                                 |  |                  |         |               
|The above loan is unsecured, bears 26% annum interest. This loan is repayable till October 2018. |  |                  |         |               





10








NOTE 5 - GOING
CONCERN



The Company has not commenced planned
principal operations. The Company had an accumulated deficit of $1,056,222 as of October 31, 2017. 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 6 – INCOME TAXES



The benefit for income taxes for
the periods ended October 30, 2017 and July 31, 2017 differ from the amount which would be expected as a result of applying the
statutory tax rates to the losses before income taxes due primarily to changes in the valuation allowance to fully reserve net
deferred tax assets.

Realization of deferred tax assets
is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are
expected to be available to reduce taxable income.

The components of these differences
are as follows:

|                                    |  | October 30, |             | October 30,
|----------------------------------- |  | ----------- | ----------- | -----------
|                                    |  | 2017        |             | 2016       
|                                    |  |             | (Unaudited) |            
|                                    |  |             | $           |            
|Net tax loss carry-forwards         |  |             | (70,254     | )          
|Statutory rate                      |  |             | 15          | %          
|Expected tax recovery               |  |             | (10,538     | )          
|Change in valuation allowance       |  |             | 10,538      |            
|Income tax provision                |  |             | —           |            
|                                    |  |             |             |            
|                                    |  |             | October 30, |            
|                                    |  |             | 2017        |            
|                                    |  |             | (Unaudited) |            
|                                    |  |             | $           |            
|Components of deferred tax assets:  |  |             |             |            
|Non capital tax loss carry forwards |  |             | (158,433    | )          
|Less: valuation allowance           |  |             | 158,433     |            
|Net deferred tax asset              |  |             | —           |            



The Company has provided a valuation
allowance against the full amount of the deferred tax asset due to management’s uncertainty about its realization. As of
October 30, 2017 the Company had approximately $1,056,222 in tax loss carryforwards that can be utilized future periods to reduce
taxable income, and expire by the year 2037.



11






NOTE 7 – RELATED PARTY TRANSACTIONS



Details of transactions between
the Corporation and related parties are disclosed below.



The following entities have been
identified as related parties:

Avraham Bengio	Director and greater
than 10% stockholder



The following transactions were
carried out with related parties:

|                      |  | October 30, |             | July 31,
|--------------------- |  | ----------- | ----------- | --------
|                      |  | 2017        |             | 2017    
|                      |  |             | (Unaudited) |         
|                      |  |             | $           |         
|Balance sheet:        |  |             |             |         
|Loan to related party |  |             | 158,660     |         
|                      |  |             |             |         



The above loan is unsecured, bears
26% annum interest. This loan is repayable till October 2018.





NOTE 8 – SUBSEQUENT EVENTS



In accordance with ASC 855-10, Company
management reviewed all material events through the date of this report and determined that there are no additional material subsequent
events to report.







12






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.





13








“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 three 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, we employ addition 2 employees as of October 31, 2017



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, 2017



The
Company did not generate any revenues from operations for the three months ended October 31, 2017



During
the three months ended October 31, 2017 the operating expenses and the comprehensive loss was $35,359 and $70,254 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



Our
cash balance as of October 31, 2017 was $19,687. The Company is currently seeking to raise additional equity thru private placements
to enable the continuation of its current TAMA 38 business plan ..





14










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 , 2017 , 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, 2017 that have materially
affected or are reasonably likely to materially affect our internal control over financial reporting.







15










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, 2017, 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 











16










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
20, 2017



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











17