The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help you understand our historical results of operations during the periods presented and our financial condition. This MD&A should be read in conjunction with our consolidated financial statements and the accompanying notes to consolidated financial statements, and contains forward-looking statements that involve risks and uncertainties. See section entitled "Forward-Looking Statements" above.





Overview and Outlook


The Company was incorporated on May 7, 2007 under the name, "Darkstar Ventures, Inc." under the laws of the State of Nevada. Currently, the Company develops and sell smart luggage products.





Results of Operations


Year ended December 31, 2020 compared to the year ended December 31, 2019





Revenue


The Company generates revenues through the sale and distribution of smart luggage products. Revenues during the year ended December 31, 2020 totaled $468,000, compared to $649,000 for the year ended December 31, 2019. The decrease in the total revenue is mainly due to the fact that the 2019 revenues included proceeds from the Company's crowdfunding campaign.





Costs of Revenue


Costs of revenue consists of the purchase of raw materials and the cost of production. Cost of revenues during the year ended December 31, 2020 totaled $285,000, compared to $525,000 for the year ended December 31, 2019. The decrease in the total revenue is mainly due to the decrease in sales.





Gross Profit


During the year ended December 31, 2020, Gross Profit totaled $183,000, representing a Gross Profit margin of 39.1%. During the year ended December 31, 2019, Gross Profit totaled $124,000 representing Gross Profit margin of 19%.





Operating Expenses


Operating expenses totaled $1,636,000 during the year ended December 31, 2020, compared to $2,031,000 during the year ended December 31, 2019, representing a net decrease of $395,000. The increase in the operating expenses is mainly due to increase in the growth of the Company's business. The decrease in the total revenue is mainly due to the decrease in sales.





Net Loss


We incurred a net loss of $1,140,000 for the year ended December 31, 2020, as compared to a net loss of $3,142,000 for the year ended December 31, 2019 for the reasons described above.





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Year ended December 31, 2019 compared to the year ended December 31, 2018





Revenue


The Company generates revenues through the sale and distribution of smart luggage products. Revenues during the year ended December 31, 2019 totaled $649,000 compared to $6,000 for the year ended December 31, 2018.





Costs of Revenue


Costs of revenue consists of the purchase of raw materials and the cost of production. Cost of revenues during the year ended December 31, 2019 totaled $525,000 compared to $4,000 for the year ended December 31, 2018. The increase in the total revenue is mainly due to the increase in sales.





Gross Profit


During the year ended December 31, 2019, Gross Profit totaled $124,000, representing a Gross Profit margin of 19%. During the year ended December 31, 2018, Gross Profit totaled $2,000 representing Gross Profit margin of 33.3%.





Operating Expenses


Operating expenses totaled $2,031,000 during the year ended December 31, 2019, compared to $1,469,000 during the year ended December 31, 2018, representing a net increase of $562,000. The increase in the operating expenses is mainly due to increase in the growth of the Company's business.





Net Loss


We incurred a net loss of $3,142,000 for the year ended December 31, 2019, as compared to a net loss of $1,604,000 for the year ended December 31, 2018 for the reasons described above.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.

As of December 31, 2020, the Company has $54,000 of cash, total current assets of $211,000, and total current liabilities of $1,127,000, creating a working capital deficit of $916,000. As of December 31, 2019, the Company had $477,000 of cash, total current assets of $616,000, and total current liabilities of $1,810,000, creating a working capital deficit of $1,194,000.

The decrease in our working capital deficit was mainly attributable to the decrease of $560,000 in Fair Value of the convertible component in a convertible loan and decrease of $299,000 in Fair Value of warrants issued in convertible loan, which was mitigated by an decrease of $423,000 in cash and cash equivalents.

Net cash used in operating activities was $626,000 for the year ended December 31, 2020, as compared to cash used in operating activities of $1,100,000 for the year ended December 31, 2019. The Company's primary uses of cash have been for professional support, research and development expenses, sales and marketing expenses, and working capital purposes.





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Net cash used in investing activities was $0 for the year ended December 31, 2020, as compared to net cash generated from investing activities of $6,000 for the year ended December 31, 2019.

Net cash provided by financing activities was approximately $191,000 for the year ended December 31, 2020, as compared to approximately $1,454,000 for the year ended December 31, 2019. We have principally financed our operations through the sale of our common stock and the issuance of debt. Due to our operational losses, we relied to a large extent on financing our cash flow requirements through issuance of common stock and debt. There can be no assurance we will be successful in raising the necessary funds to execute our business plan.

Necessity of Additional Financing

Securing additional financing is critical to implementation of our business plan. If and when we obtain the required additional financing, we should be able to fully implement our business plan. In the event we are unable to raise any additional funds we will not be able to pursue our business plan, and we may fail entirely. We currently have no committed sources of financing.





Going Concern Consideration


The above conditions raise substantial doubt about our ability to continue as a going concern. Our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. Although we anticipate that our current operations will provide us with cash resources, we believe existing cash will not be sufficient to fund planned operations and projects through the next 12 months. Therefore, we believe we will need to increase our sales, attain profitability, and raise additional funds to finance our future operations. Any meaningful equity or debt financing will likely result in significant dilution to our existing stockholders. There is no assurance that additional funds will be available on terms acceptable to us, or at all.

To address these risks, we must, among other things, implement and successfully execute our business and marketing strategy surrounding our products, continually develop and upgrade our website, respond to competitive developments, lower our financing costs, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations





Seasonality


We do not expect our sales to be impacted by seasonal demands for our products.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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