UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

~~(Mark~~☒ ~~One~~Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~☒ QUARTERLY~~For ~~REPORT~~the ~~PURSUANT~~quarterly TOperiod ~~SECTION~~ended 13March OR31, ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2024

~~for~~☐ Transition Report pursuant to 13 or 15(d) of the ~~quarterly~~Securities ~~period~~Exchange ~~ended~~Act ~~September 30,~~of ~~2023~~1934

ORFor the transition period from __________ to__________

☐Commission ~~TRANSITION~~File ~~REPORT~~Number: ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~000-56239

for the transition period from ___________ to ___________

Commission file number 000-54649

SAMSARA LUGGAGE, INC.

(Exact name of registrant as specified in its charter)

Nevada		26-0299456
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
135 E. 57th Street, Suite 18-130 New York, New York		10022
(Address of principal executive offices)		(Zip Code)

(855)-256-7477

6 Broadway, Suite 934

New York, NY 10004

10004

(Address of principal executive offices)

(Zip Code)

917-522-3202

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

~~Securities~~Indicate by ~~registered~~check ~~pursuant~~mark whether the registrant (1) has filed all reports required to be filed by Section 1213 or 15(bd) of the Securities Exchange Act: of 1934 during the preceding 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 ☐ No

~~Title~~Indicate by ofcheck ~~each~~mark ~~class~~whether ~~Trading~~the ~~Symbol~~registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (s§232.405 of this chapter) ~~Name~~during ofthe ~~each~~preceding ~~exchange~~12 onmonths ~~which~~(or ~~registered~~for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant ~~(1)~~is ~~has~~a ~~filed~~large ~~all~~accelerated ~~reports~~filer, ~~required~~an toaccelerated befiler, ~~filed~~a bynon-accelerated ~~Section~~filer, 13smaller orreporting ~~15(d) of the Securities Exchange Act of 1934 during the~~company, ~~preceding 12 months (~~or ~~for~~an ~~such~~emerging ~~shorter~~growth ~~period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days~~company. ~~Yes ☒ No ☐~~

~~Indicate~~☐ byLarge ~~check~~accelerated ~~mark~~filer ~~whether~~☐ ~~the registrant~~Accelerated ~~has~~filer ~~submitted~~☒ ~~electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S~~Non-~~T (§~~accelerated ~~232.405~~filer of☒ ~~this~~Smaller ~~chapter)~~reporting ~~during~~company ~~the~~☐ ~~preceding~~Emerging 12growth ~~months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐~~company

~~Indicate by check mark whether the registrant~~If isan aemerging ~~large~~growth ~~accelerated filer~~company, anindicate ~~accelerated~~by ~~filer,~~check amark ~~non-accelerated~~if ~~filer,~~the ~~smaller~~registrant ~~reporting~~has ~~company,~~elected ornot anto ~~emerging~~use ~~growth company. See~~ the ~~definitions~~extended oftransition ~~“large~~period ~~accelerated~~for ~~filer,”~~complying with ~~“accelerated~~any ~~filer,”~~new ~~“smaller~~or ~~reporting~~revised ~~company,” and~~financial ~~“emerging~~accounting ~~growth~~standards ~~company”~~provided inpursuant ~~Rule~~to ~~12b-2~~Section 13(a) of the Exchange Act. ☐

☐Indicate by ~~Large~~check ~~accelerated~~mark ~~filer~~whether ☐the ~~Accelerated~~registrant ~~filer~~is ☒a ~~Non-accelerated~~shell ~~filer~~company ☒(as ~~Smaller~~defined ~~reporting~~in ~~company~~Rule ☐12b-2 ~~Emerging~~of ~~Growth~~the ~~Company~~Exchange Act). ☐ Yes ☒ No

~~If an emerging growth company, indicate by check~~Securities ~~mark~~registered ~~if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided~~ pursuant to Section 712(ab)~~(2)(B)~~ of the ~~Securities~~ Act.: ☐None

~~Indicate~~State the bynumber ~~check~~of ~~mark~~shares ~~whether~~outstanding ~~the registrant~~of iseach aof ~~shell~~the ~~company~~issuer’s ~~(as~~classes ~~defined~~of incommon ~~rule~~stock, ~~12b-2~~as of the ~~Exchange~~latest ~~Act). Yes~~practicable ☐date: 213,730,601 Nocommon ☒shares as of May 30, 2024

~~The number of shares of the registrant’s~~TABLE ~~common~~OF ~~stock outstanding as of November 20, 2023 was 11,622,414 shares.~~CONTENTS

SAMSARA LUGGAGE, INC.

		Page
PART I – FINANCIAL INFORMATION		1

Item 1:	Financial Statements	1
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	2
Item 4:	Controls and Procedures	2

PART II – OTHER INFORMATION		3

Item 1:	Legal Proceedings	3
Item 1A:	Risk Factors	3
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	3
Item 3:	Defaults Upon Senior Securities	3
Item 4:	Mine Safety Disclosures	3
Item 5:	Other Information	3
Item 6:	Exhibits	3

INDEX TO QUARTERLY REPORT ON FORM 10-Q

		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Interim Financial Statements (unaudited)	1
	Condensed Balance Sheets at September 30, 2023 (unaudited) and December 31, 2022 (audited)	1
	Condensed Statements of Operations for the Nine and Three Months Ended September 30, 2023 and 2022 (unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Nine and Three Months ended September 30, 2023 and 2022 (unaudited)	3
	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (unaudited)	4
	Notes to Condensed Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis	17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	23
Item 4.	Controls and Procedures	23
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	24
	Signatures	26

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

~~SAMSARA~~Our financial ~~LUGGAGE,~~statements ~~INC.~~included in this Form 10-Q are as follows:

CONDENSED BALANCE SHEETS

	F-1	Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023;

	F-2	Consolidated Statements of Operations for the three months ended March 31, 2024, and 2023 (Unaudited);

	F-3	Consolidated Statement of Stockholders’ Equity (Deficit) for the periods ended March 31, 2024, and 2023 (Unaudited);

	F-4	Consolidated Statements of Cash Flows for the three months ended March 31, 2024, and 2023 (Unaudited); and

	F-5	Notes to Consolidated Financial Statements (Unaudited).

~~(Dollars~~These financial statements have been prepared in ~~thousands,~~accordance ~~except~~with ~~per~~accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-~~share~~Q. ~~amounts)~~In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended March 31, 2024, are not necessarily indicative of the results that can be expected for the full year.

	September 30, 2023			December 31, 2022
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	35		$	168
Accounts receivable		-			1
Inventory		72			155
Other current assets		13			21
Total current assets		120			345
TOTAL ASSETS	$	120		$	345
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	133		$	47
Other current liabilities		453			285
Related party payable		161			121
Deferred revenue		2			6
Convertible notes and short-term loans		1,226			1,167
Note payable, net		27			61
Conversion option derivative liability		922			632
Warrant derivative liability		-			1
Total current liabilities		2,924			2,320
TOTAL LIABILITIES		2,924			2,320
MEZZANINE EQUITY:
Convertible and redeemable preferred shares, $0.0001 par value, 1,000,000 shares authorized, 80,698 and 193,408 shares outstanding at September 30, 2023 and December 31, 2022, respectively		66			161
STOCKHOLDERS’ DEFICIT
Common stock, $0.0001 par value; 7,500,000,000 shares authorized; 11,622,414 and 4,406,312 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively.		1			-
Additional paid-in capital		10,605			10,464
Accumulated deficit		(13,476	)		(12,600	)
Total stockholders’ deficit		(2,870	)		(2,136	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	120		$	345

~~The~~SAMSARA ~~accompanying~~LUGGAGE, ~~notes are an integral part of these unaudited condensed consolidated financial statements~~INC.

1CONSOLIDATED BALANCE SHEETS

~~SAMSARA~~(Dollars ~~LUGGAGE~~in thousands, ~~INC.~~except per-share amounts)

~~CONDENSED STATEMENTS OF OPERATIONS~~(Unaudited)

(Dollars in thousands, except per-share amounts)

		March 31, 2024			December 31, 2023
		(U.S. dollars in thousands, except per share data)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	4		157			12
Inventory			892
Accounts Receivables			1,134
Related Party Receivables			799
Deposits, Prepayments, & Advances			133
Other current assets			160
Total current assets			3,275			12
Property and Equipment, net
NON-CURRENT ASSETS:
Property, Plant and Equipment			78
Capital Work-In-Progress			648
Long Term Investments			8,400
Goodwill			327
Total Non-Current Assets	5		9,454
Total Assets			12,729			12
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable			1,966			327
Other current liabilities			1,548			146
Related party payables			590			193
Convertible notes and short-term loans			1,304			1,398
Total current liabilities	6		5,407			2,064
Loan from ILUS			710
Other Non-Current Liabilities			153			0
Total Non-Current Liabilities	7		863			0
TOTAL LIABILITIES			6,270			2,064
STOCKHOLDERS’ Equity	8
Convertible and redeemable preferred A shares, $0.0001 par value, 1,000,000 shares authorized, 0 and 80,698 shares outstanding as of March 31, 2024, and December 31, 2023, respectively			0			0
Preferred B shares, $0.0001 par value, 1,000,000 shares authorized, 352,500 and 0 shares outstanding as of March 31, 2024, and December 31, 2023, respectively			35			0
Minority Interest			175			0
Common stock, authorized 7,500,000,000 shares, $0.0001 par value as of March 31, 2024, and December 31, 2023, respectively; 13,922,414 issued and outstanding as of December 31, 2023, and 4,406,312 issued and outstanding as of December 31, 2022.			20			1
Additional paid in capital			19,972			10,625
Accumulated deficit			(13,744	)		(12,744	)
Total stockholders’ equity (deficit)			6,459			(2,118	)
Total liabilities and stockholders’ deficit			12,729			12

~~(Unaudited)~~The accompanying notes are an integral part of these unaudited consolidated financial statements.

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022
REVENUE	$	9		$	235		$	358		$	378
COST OF GOODS SOLD		17			206			203			287
GROSS PROFIT		(8	)		29			155			91
OPERATING EXPENSES
Research and development		-			66			43			112
Sales and marketing		16			175			144			585
General and administrative		65			176			354			625
TOTAL OPERATING EXPENSES		81			417			541			1,322
OPERATING LOSS		(89	)		(388	)		(386	)		(1,231	)
FINANCING INCOME (EXPENSES)
Interest and amortization of issuance cost on note and short-term loan and other		(37	)		(170	)		(200	)		(776	)
Income (expenses) in respect of warrants issued and convertible component in convertible loan, net interest expenses		(561	)		89			(290	)		307
TOTAL FINANCING INCOME (EXPENSES)		(598	)		(81	)		(490	)		(469	)
NET INCOME (LOSS)	$	(687	)	$	(469	)	$	(876	)	$	(1700	)
Net Income (Loss) Per-share
Basic	$	(0.07	)	$	(0.15	)	$	(0.12	)	$	(0.67	)
Diluted	$	(0.07	)	$	(0.15	)	$	(0.12	)	$	(0.67	)
Weighted average number of common shares outstanding		10,480,891			3,108,358			7,538,709			2,521,517

F-1

~~The accompanying notes are an integral part of~~SAMSARA ~~these~~LUGGAGE, ~~unaudited condensed consolidated financial statements~~INC.

2CONDENSED STATEMENTS OF OPERATIONS

~~SAMSARA~~(Dollars in ~~LUGGAGE~~thousands, ~~INC.~~except per-share amounts)

~~CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT~~(Unaudited)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

		For the Three Months Ended March 31,
		2024			2023

REVENUE		$	1,099			248

COST OF GOODS SOLD			779			146

GROSS PROFIT			320			102

OPERATING EXPENSES
Research and development			0			38
Sales and marketing			2			70
General and administrative	9		1,232			114
TOTAL OPERATING EXPENSES			1,234			222

OPERATING LOSS			(914	)		(120	)

FINANCING INCOME (EXPENSES)
Interest expense			(4	)		(113	)
Income (expenses) in respect of warrants issued and convertible component in convertible loan, net interest expenses			(6	)		(5	)
TOTAL FINANCING INCOME (EXPENSES)			(10	)		(118	)
Depreciation & Amortization			69
NET LOSS		$	(993	)	$	(238	)
Net income Minority interests			7
Net income Parent			(1,000	)
Per-share data
Basic loss per share		$	(0.01	)	$	(0.05	)
Diluted loss per share		$	(0.00	)	$	(0.05	)
Weighted average number of common shares outstanding			100,093,920			4,996,213

~~(Dollars~~The accompanying innotes ~~thousands,~~are ~~except~~an ~~per-share~~integral ~~amounts)~~part of these unaudited condensed consolidated financial statements

~~(Unaudited)~~F-2

	Common Stock				Additional Paid-In		Services			Accumulated			Total Stockholders’
	Shares		Amount		Capital		receivable			Deficit			Deficit
Balance at January 1, 2023		4,406,312	$	-	$	10,464	$	-		$	(12,600	)	$	(2,136	)
Conversion of Preferred A shares into common shares		1,481,840		1		40		-			-			41
Net loss		-		-		-		-			(238	)		(238	)
Balance at March 31, 2023 (unaudited)		5,888,152	$	1	$	10,504	$	-		$	(12,838	)	$	(2,333	)
Conversion of Preferred A shares into common shares		2,049,297		-		35		-			-			35
Stock Based Compensation		1,666,666		-		46		-						46
Net income		-		-		-		-			49			49
Balance at June 30, 2023 (unaudited)		9,604,115	$	1	$	10,585	$	-		$	(12,789	)	$	(2,203	)
Conversion of Preferred A shares into common shares		2,018,299		-		20		-			-			20
Stock Based Compensation		-		-		-		-			-			-
Net income		-		-		-		-			(687	)		(687	)
Balance at September 30, 2023 (unaudited)		11,622,414	$	1	$	10,605	$	-		$	(13,476	)		(2,870	)
Balance at January 1, 2022		2,055,487	$	-	$	9,852	$	(356	)	$	(10,194	)	$	(698	)
Conversion of convertible debt into common shares		97,458		-		56		-			-			56
Amortization of services		-		-		-		176			-			176
Net loss		-		-		-		-			(289	)		(289	)
Balance at March 31, 2022 (unaudited)		2,152,945	$	-	$	9,908	$	(180	)	$	(10,483	)	$	(755	)
Conversion of convertible debt into common shares		457,604		-		141		-			-			141
Issuance of shares to service provider		27,303		-		41		-			-			41
Amortization of services		-		-		-		150			-			150
Net loss		-		-		-		-			(942	)		(942	)
Balance at June 30, 2022 (unaudited)		2,637,852	$	-	$	10,090	$	(30	)	$	(11,425	)	$	(1,365	)
Conversion of convertible debt into common shares		685,233		-		117		-			-			117
Issuance of shares to service provider		-		-		-		30			-			30
Amortization of services		-		-		-		-			(469	)		(469	)
Balance at September 30, 2022 (unaudited)		3,323,085	$	-	$	10,207	$	-		$	(11,894	)	$	(1,687	)

SAMSARA LUGGAGE, INC.

~~The accompanying notes are an integral part of~~CONSOLIDATED ~~these~~STATEMENTS ~~unaudited~~OF ~~condensed~~STOCKHOLDERS’ ~~consolidated financial statements~~DEFICIT

3(Dollars in thousands, except per-share amounts)

~~SAMSARA LUGGAGE, INC.~~(Unaudited)

CONDENSED STATEMENTS OF CASH FLOWS

	Preferred Stock				Common Stock				Additional Paid-In		Minority		Accumulated			Total Stockholders’
			Amount		Shares		Amount		Capital		Interest		Deficit			Deficit
Balance December 31, 2023			$			13,922,414	$	1	$	10,626	$		$	(12,744	)	$	(2,118	)
Conversion of Notes into shares						191,903,425		19		756		-		-			775
Issuance of shares for Services						3,333,334		-		83				-			83
Issuance of shares for Cash						4,571,428		-		80		-					80
Minority interest												168					168
Issuance of Series B		352,500		35						8,428							8,463
Net Income												7		(1,000	)		(993	)
Balance March 31, 2024 (unaudited)		352,500	$	35		213,730,601	$	20	$	19,972	$	175	$	(13,744	)	$	6,459

(Dollars in thousands, except per-share amounts)

	Preferred Stock		Common Stock				Additional Paid-In		Minority		Accumulated			Total Stockholders’
		Amount	Shares		Amount		Capital		Interest		Deficit			Deficit
Balance December 31, 2022		$		4,406,312	$	-	$	10,464	$	-	$	(12,600	)	$	(2,136	)
Conversion of Preferred A shares into common shares				1,481,840		1		40		-		-			41
Net Income				-		-		-		-		(238	)		(238	)
Balance March 31, 2023		$		5,888,152	$	1	$	10,504	$	-	$	(12,838	)	$	(2,333	)

~~(Unaudited)~~The accompanying notes are an integral part of these unaudited consolidated financial statements.

	For the Nine Months Ended September 30,
	2023			2022
Cash Flows From Operating Activities
Net loss	$	(876	)	$	(1,700	)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization of services receivable		-			356
Stock based compensation		46			-
Interest on convertible note and short-term loan and amortization of issuance cost		41			776
Change in fair value of liability		(1	)		-
Expenses in respect of warrants issued and convertible component in convertible loan, net interest expenses		290			(308	)
Change in operating assets and liabilities
Inventory		83			(92	)
Prepaid expenses and other current assets		8			-
Accounts receivable		1			-
Other current assets		-			38
Accounts payable		86			(15	)
Other current liabilities		169			(61	)
Deferred revenues		(4	)		135
Related parties payable		40			(16	)
Net cash used in operating activities		(117	)		(887	)
Cash Flows From Investing Activities
Purchase of property and equipment		-			-
Net cash provided by (used in) investing activities		-			-
Cash Flows From Financing Activities
Repayment of notes payable		(16	)		-
Proceeds from issuance of preferred stock, net of issuance costs		-			185
Net cash provided by financing activities		(16	)		185
Net change in cash and cash equivalents		(133	)		(702	)
Cash and cash equivalents, beginning of period		168			827
Cash and cash equivalents, end of period	$	35		$	125
Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income tax	$	-		$	-
Non-cash investing and financing activities
Common stock issued for conversion of convertible note and accrued interest	$	-		$	314
Common stock issued against accounts payables	$	96		$	41

F-3

~~The accompanying notes are an integral part of~~SAMSARA ~~these~~LUGGAGE, ~~unaudited condensed consolidated financial statements~~INC.

4CONSOLIDATED STATEMENTS OF CASH FLOWS

~~SAMSARA~~(Dollars in ~~LUGGAGE~~thousands, ~~INC.~~except per-share amounts)

~~NOTES TO FINANCIAL STATEMENTS~~(Unaudited)

(U.S. dollars in thousands, except per share data)

	For the Three Months Ended March 31,
	2024			2023
Cash Flows From Operating Activities
Net loss	$	(993	)	$	(238	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation on Property, Plant & Equipment		69			-
Interest expense and amortization of debt discount					58
Expenses in respect of warrants issued and convertible component in convertible loan, net interest expenses					6
Operating loss before working capital changes		(924	)		(174	)

Changes in working capital
Accounts receivable		(1,134	)		(11	)
Inventory		(892	)		12
Prepaid and other current assets		(293	)		19
Accounts payable		1,639			(4	)
Other current liabilities		1,402			69
Deferred revenue					(2	)
Related parties Payable		397			(4	)
Related parties Receivable		(799	)
Convertible notes and short-term loans		769
Net cash used in operating activities		165			(95	)

Cash Flows From Investing Activities
Purchase of Property, Plant & Equipment		(795	)
Acquisition of subsidiaries, net of cash acquired		(8,400	)
Goodwill		(327	)
Net cash used in Investing Activities		(9,523	)		0

Cash flows from Financing Activities
Proceeds note payable					(16	)
Proceeds from Issuance of Capital		9,503
Net cash generated in Financing Activities		9,503			(16	)

Net change in cash and cash equivalents		145			(111	)
Cash and cash equivalents, beginning of period		12			168
Cash and cash equivalents, end of period	$	157		$	57

Non-cash investing and financing activities
Common stock issued for conversion of convertible note and accrued interest	$	-		$	-
Conversion of Preferred A shares into Common stock	$			$	41

~~NOTE~~The accompanying 1notes –are ~~ORGANIZATION~~an ~~AND~~integral ~~DESCRIPTION OF~~part ~~BUSINESS~~of these unaudited consolidated financial statements.

A. Samsara Luggage is a global smart luggage and lifestyle brand that incorporates innovative design and functional technology into its smart travel products. The Company launched the first product from the Tag Smart collection of smart suitcases in April 2022, as travel resumed to preF-COVID levels. This collection is equipped with Apple AirTag technology, allowing travelers to track their suitcase using the iPhone’s Find My app. Lost luggage became a prominent issue for global travelers during the Summer 2022 travel season. The Tag Smart suitcase offered travelers precise tracking of their suitcase along with immediate information regarding their luggage’s whereabouts. The Tag Smart collection is currently available in two different sizes to accommodate both international and US domestic travel. The newest collection comes in three colors in durable polycarbonate and two colors in a lightweight, aviation-grade aluminum material. The Company launched Street Smart in February 2023. Street Smart is a curated collection of travel and lifestyle accessories that builds on the fashion element of travel. Included in the collection are a selection of sunglasses, tote bag, stylish ballcaps and a stand-alone portable battery for electronic devices. Street Smart compliments Samsara Luggage’s aesthetic and allows the brand to offer more travel-ready products at varying price points. During the last quarter of 2020, Samsara launched Sarah & Sam Fashion and Lifestyle Collection. Sarah & Sam is a part of Samsara Direct business model prompted by the travel limitations due to the coronavirus pandemic, leveraging the company’s established digital assets and manufacturing and fulfillment supply chain capabilities to offer additional consumer products that respond to the changing needs of the market. On November 12, 2019, the Company completed its merger with the Delaware corporation that was previously known as “Samsara Luggage, Inc.” (“Samsara Delaware”) in accordance with the terms of the Merger Agreement and Plan of Merger, dated as of May 10, 2019, (the “Merger Agreement”) by and among the Company, Samsara Delaware, and Avraham Bengio, pursuant to which Samsara Delaware merged with and into the Company, with the Company being the surviving corporation (the “Merger”). Following the completion of the Merger, the business of the Company going forward became the business of Samsara Delaware prior to the Merger, namely, designing, manufacturing, and selling high quality luggage products to meet the evolving needs of frequent travelers and also seeking to present new technologies within the aluminum luggage industry, including an aluminum “smart” suitcase. The Common Stock listed on the OTC Pink Marketplace, previously trading through the close of business on November 11, 2019 under the ticker symbol “DAVC,” commenced trading on the OTC Pink Marketplace under the ticker symbol “SAML” on November 12, 2019. The Common Stock has a new CUSIP number, 79589J101.4

B.SAMSARA LUGGAGE, ~~Going Concern~~INC.

~~The accompanying financial statements~~NOTES ~~have~~TO ~~been~~UNAUDITED ~~prepared~~FINANCIAL assuming that the Company will continue as a going concern. As of September 30, 2023, the Company had approximately $35 in cash and cash equivalents, approximately $2,804 in deficit of working capital, a stockholders’ deficit of approximately $2,870 and an accumulated deficit of approximately $13,476. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon raising capital from financing transactions and revenue from operations. Management anticipates their business will require substantial additional investments that have not yet been secured. Management is continuing in the process of fundraising in the private equity and capital markets as the Company will need to finance future activities. These financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.STATEMENTS

5NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

~~NOTE~~On 2January –3, ~~SUMMARY~~2024, OFIlustrato ~~SIGNIFICANT~~Pictures ~~ACCOUNTING~~International Inc. (“ILUS”) ~~POLICIES~~acquired ~~AND~~a ~~BASIS~~convertible OFnote ~~PRESENTATION~~from YAII PN, LTD with outstanding principal and accrued interest of $600,685 in the Company. On January 5, 2024, the Company reissued a convertible note to ILUS who on the same day converted the note into 150,753,425 shares of common stock in the Company pursuant to the terms of said exchange note filed as an exhibit to the Company’s Form 10-K filed with the SEC on April 2, 2024. As a result of such conversion, ILUS acquired control of 91.5% of the outstanding shares in SAML as of January 5, 2024.

~~Unaudited~~New ~~Interim~~Business ~~Financial~~Direction — Emergency ~~Statements~~Response Technologies

~~The~~As ~~accompanying unaudited~~a ~~financial~~result ~~statements include the accounts~~ of ~~the~~these ~~Company~~transactions, ~~prepared in accordance with accounting principles generally accepted in~~ the ~~United~~Company ~~States~~is ofnow ~~America~~focused ~~(“GAAP”)~~on ~~and with~~ the global ~~instructions~~public tosafety ~~Form 10-Q~~ and ~~Article~~technology, 10engineering, ~~of U.S. Securities~~ and ~~Exchange Commission~~manufacturing ~~Regulation S-X~~industries. ~~Accordingly~~Historically, ~~they do not include all~~ the ~~information~~company ~~and~~has ~~footnotes~~evolved ~~required~~out ~~by generally accepted accounting principles for complete financial statements. In the opinion~~ of ~~management,~~ the ~~financial statements presented herein have not been audited~~public bysafety ansector ~~independent~~mainly ~~registered~~through ~~public~~developing ~~accounting~~and ~~firm~~manufacturing ~~but~~Emergency ~~include~~Services ~~all material adjustments (consisting of normal recurring adjustments) which are~~products, inincluding ~~the~~Emergency ~~opinion~~Response ~~of management~~vehicles, ~~necessary for a fair statement of the financial condition, results of operations and cash flows~~Special ~~for~~Vehicle ~~the for nine-months ended September 30~~conversions, ~~2023.~~Commercial ~~However~~EVs, ~~these~~and ~~results~~IoT ~~are not necessarily indicative of results for any other interim period or for the year ended December 31, 2023~~Technology. The ~~preparation~~Company ofalso ~~financial~~intends ~~statements~~to inacquire ~~conformity~~complementary companies with ~~GAAP~~disruptive ~~requires the Company to~~technology, ~~make~~strong ~~certain~~management, ~~estimates~~ and ~~assumptions~~potential for ~~the~~rapid ~~reporting~~growth ~~periods~~that ~~covered~~may bybenefit ~~the~~from ~~financial~~cross-pollination ~~statements.~~of ~~These~~territories, ~~estimates~~products, and ~~assumptions~~skills offered ~~affect~~by ~~the~~our ~~reported~~other ~~amounts~~group ofcompanies. ~~assets,~~We ~~liabilities,~~seek ~~revenues~~to pursue and ~~expenses.~~execute ~~Actual~~acquisitions ~~amounts~~that ~~could~~accelerate ~~differ~~our ~~from~~growth ~~these estimates~~strategy.

~~Certain~~On ~~information~~February ~~and~~23, ~~footnote~~2024, ~~disclosures~~Ilustrato ~~normally~~Pictures ~~included~~International, ~~in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U~~Inc.S., ~~Securities~~entered ~~and~~into ~~Exchange~~a ~~Commission~~Stock ~~(“SEC”).~~Purchase ~~The~~Agreement ~~accompanying unaudited condensed financial statements should be read in conjunction~~ with ~~the~~Samsara ~~financial~~Luggage ~~statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on April 3, 2023 (the “Annual Report”)~~Inc. ~~For further information~~, ~~reference is made to the financial statements~~ and ~~footnotes~~sold all ~~thereto~~its ~~included~~equity interests in ~~the~~seven ~~Company’s~~companies ~~Annual~~owned ~~Report~~by ~~on Form 10-K for~~ the ~~year ended December 31, 2022.~~Company:

~~Use~~● ofFirebug ~~Estimates~~Mechanical Equipment LLC

~~The~~● ~~preparation~~Georgia ofFire ~~financial~~& ~~statements~~Rescue inSupply conformity with accounting principles generally accepted in the United States (“‘US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. As applicable to the financial statements, the most significant estimates and assumptions relate to the measurement of the convertible notes, derivative liabilities and going concern.LLC

~~Functional~~● ~~currency~~Bright Concept Detection and Protection System LLC

~~The~~● ~~functional~~Bull ~~currency~~Head ofProducts ~~the Company is the US dollar (“US$”), which is the currency of the primary economic environment in which the operations of the Company are conducted.~~Inc

~~Cash~~● ~~and cash equivalents~~E-Raptor

~~Cash~~● ~~equivalents~~The ~~are~~Vehicle short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired.Converters

~~Inventory~~● AL Shola Al Modea Safety and Security LLC, the only entity in which the Company does not own 100% but only 51% of the membership interests.

Inventories are valued at the lower of cost or net realizable value. Cost of raw and packaging materials, purchased products, manufactured finished products and products in process are determined on the average cost basis. The Company regularly reviews its inventories for impairment and reserves are established when necessary.F-5

~~Property~~The consideration for the sale of the equity interests in the above mentioned companies was paid by SAML by the issuance of 350,000 restricted shares of Series B stock of SAML convertible into 350,000,000 common stock and ~~Equipment~~further milestone payment/s should applicable performance targets referenced in the share purchase agreement.

~~Property~~● ~~and~~Firebug ~~equipment~~Mechanical ~~are~~Equipment ~~stated~~LLC at(Firebug ~~cost~~Group ~~less accumulated~~– ~~depreciation~~U.A.E.) ~~and~~was ~~amortization~~incorporated on May 8, 2017. ~~The~~ILUS ~~Company~~acquired ~~provides~~100% ~~for~~of ~~depreciation~~this ~~and~~company ~~amortization~~on ~~using~~January ~~the~~26, ~~straight-line~~2021, ~~method~~under ~~over~~ a signed Share Purchase Agreement. This company is engaged in the ~~estimated~~business ~~useful~~of ~~lives~~research and development of firefighting technologies as well as the ~~related~~manufacturing ~~assets,~~firefighting ~~which~~equipment ~~range~~and ~~from~~firefighting ~~three~~vehicles tofor ~~five~~its ~~years. Maintenance~~customers in the Middle East, Asia, and ~~repair~~Africa. ~~costs~~● ~~are~~Georgia ~~expensed as~~Fire ~~they~~& ~~are~~Rescue ~~incurred~~Supply ~~while~~LLC ~~renewals~~(Georgia ~~and~~Fire) ~~improvements~~was ~~which~~incorporated ~~extend~~on the ~~useful~~January ~~life~~21, 2003. ILUS acquired 100% of anthis ~~asset~~company ~~are~~on ~~capitalized~~March 31, 2022, under a signed Share Purchase Agreement. AtThis company is engaged in the ~~time~~business of ~~retirement or~~sales, ~~disposal~~distribution and servicing/maintenance of ~~property~~Firefighting, Rescue and Emergency Medical Services equipment,. ~~the~~● ~~cost~~Bright Concept Detection and ~~related~~Protection ~~accumulated~~System ~~depreciation~~LLC ~~and~~(BCD ~~amortization~~Fire) ~~are~~was ~~removed~~incorporated ~~from~~on ~~the~~March ~~accounts~~18, ~~and any~~2014. ~~resulting~~ILUS ~~gain~~acquired or100% ~~loss~~of this company on April 13, 2021, in connection a signed Share Purchase Agreement. This company is ~~reflected~~engaged in the ~~consolidated~~business ~~results~~of sales, distribution, installation and maintenance of ~~operations~~Fire Protection and Security systems.

6● Bull Head Products Inc. was incorporated on June 8, 2007. ILUS acquired 100% of this company on January 1, 2022, under a signed Share Purchase Agreement. This company is engaged in the business of manufacturing of aluminum truck beds and brush truck skid units for firefighting purposes including wildland firefighting. ● The Vehicle Converters (TVC) was incorporated in 2006. ILUS owns 100% of the company. Ownership was transferred to ILUS after ILUS acquired the brand name, intellectual property, and employees of the company on March 25, 2022. Following ongoing due diligence which determined that the company was in a difficult financial position due to the Covid-19 pandemic, ILUS agreed to take ownership of the company from previous management in order to restructure and rebuild it so that it would cooperate with Firebug Mechanical Equipment LLC out of Dubai, United Arab Emirates. This company is engaged in the business of specialist vehicle conversions and as planned, collaborates closely with Firebug Mechanical Equipment LLC to deliver converted vehicles to their customers. This transaction is classified as an acquisition of an assembled workforce rather than a business acquisition. ● Emergency Response Technologies, Inc. This company was incorporated by ILUS on February 22, 2022, as the company’s Emergency Response Subsidiary. This company is engaged in the business of public safety and emergency response focused mergers and acquisitions. ● E-Raptor. This company was incorporated by ILUS as the company’s Commercial Electric Utility Vehicle manufacturer on February 22, 2022. This company is engaged in the business of manufacturing electric utility vehicles for the emergency response, agricultural, industrial, hospitality and transport sectors. ● AL Shola Al Modea Safety and Security LLC is a fire safety company registered in the United Arab Emirates. The company has signed a Share Purchase Agreement to acquire 51% control of AL Shola Al Modea Safety and Security LLC (ASSS) on December 13, 2022.

~~Derivative Liabilities and Fair Value of Financial Instruments~~F-6

~~Fair value accounting requires bifurcation of~~NOTE ~~embedded~~2 ~~derivative~~– ~~instruments~~SUMMARY ~~such~~OF asSIGNIFICANT ~~conversion~~ACCOUNTING ~~features~~POLICIES inAND ~~convertible~~BASIS ~~debt~~OF or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815.PRESENTATION

~~Once~~Basis ~~determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results~~ of ~~operations as~~Presentation anand ~~adjustment~~Principles ~~to fair value~~ of ~~derivatives.~~Consolidation

~~Fair~~The ~~value~~accompanying ofconsolidated ~~certain~~financial ofstatements represent the ~~Company’s financial~~results ~~instruments~~of ~~including cash~~operations, ~~accounts~~financial ~~receivable~~position, ~~accounts~~and ~~payable,~~cash ~~accrued~~flows ~~expenses,~~of ~~notes~~SAML ~~payable,~~ and ~~other~~all ~~accrued liabilities approximate cost because~~ of ~~their~~its ~~short~~majority-owned ~~maturities.~~or ~~The~~controlled ~~Company~~subsidiaries ~~measures~~are ~~and~~prepared ~~reports fair value~~ in ~~accordance~~ conformity with ~~ASC~~generally ~~820,~~accepted ~~“Fair~~accounting ~~Value~~principles ~~Measurements and~~in ~~Disclosure”~~the ~~defines~~United States ~~fair~~of ~~value,~~America ~~establishes~~(U.S. GAAP). aAll ~~framework~~significant ~~for~~inter-company ~~measuring fair value in accordance with generally accepted accounting~~accounts ~~principles~~ and ~~expands~~transactions ~~disclosures~~have ~~about~~been ~~fair value investments~~eliminated.

~~Fair~~Use value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk.Estimates

~~Valuation~~A critical ~~techniques~~accounting ~~are~~estimate ~~generally~~is ~~classified into~~an ~~three~~estimate ~~categories~~that: ~~the~~(i) is ~~market~~made ~~approach;~~in ~~the~~accordance ~~income~~with ~~approach;~~generally ~~and~~accepted ~~the~~accounting ~~cost~~principles, ~~approach. The selection and application of one or more of~~(ii) involves ~~the~~a ~~techniques may require~~ significant ~~judgment~~level ~~and are primarily dependent upon the characteristics~~ of ~~the~~estimation ~~asset~~uncertainty ~~or liability,~~ and ~~the quality~~(iii) has ~~and~~had ~~availability~~or ofis ~~inputs.~~reasonably ~~Valuation~~likely ~~techniques used~~ to ~~measure~~have ~~fair~~a ~~value~~material ~~under~~impact ~~ASC~~on ~~820 must maximize~~ the ~~use of observable~~Company’s ~~inputs~~financial ~~and~~condition ~~minimize~~or ~~the~~results ~~use~~ of ~~unobservable inputs~~operations. ~~ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:~~

~~Level~~The Company’s 1:Consolidated ~~Quoted~~Financial ~~prices~~Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (~~unadjusted~~U.S. GAAP). The preparation of financial statements in ~~active~~accordance with U.S. GAAP requires management ~~markets~~to make estimates and judgments that affect reported amounts and related disclosures. On an ongoing basis, management evaluates and updates its estimates. Management employs judgment in making its estimates but they are ~~accessible~~based aton historical experience and currently available information and various other assumptions that the ~~measurement~~Company ~~date~~believes to be reasonable under the circumstances. The results of these estimates form the basis for ~~identical~~making judgments about the carrying values of assets orand liabilities that are not readily available from other sources. Actual results could differ from those estimates. Management believes that its judgment is applied consistently and produces financial information that fairly depicts the results of operations for all periods presented.

~~Level~~Significant 2:estimates ~~Quoted~~include ~~prices~~estimates ~~for~~used ~~similar~~to ~~assets~~review orthe ~~liabilities~~Company’s, inimpairments ~~active~~and ~~markets;~~estimations ~~quoted~~of ~~prices~~long-lived assets, revenue recognition of Contract-based revenue, allowances for ~~identical~~uncollectible oraccounts, and ~~similar~~the ~~assets~~valuations orof ~~liabilities~~non-cash incapital ~~markets~~stock ~~that~~issuances. ~~are~~The ~~not~~Company ~~active;~~bases ~~inputs~~its ~~other~~estimates ~~than~~on ~~quoted~~historical experience and on various other ~~prices~~assumptions that are ~~observable~~believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying ~~asset~~values orof ~~liability;~~assets and ~~inputs~~liabilities that are ~~derived~~not ~~principally~~readily apparent from orother ~~corroborated~~sources. byActual ~~observable~~results ~~market data~~may ~~for~~differ ~~substantially~~from ~~the~~these ~~full~~estimates under ~~term~~different ofassumptions ~~the assets~~ or ~~liabilities; and~~conditions.

~~Level 3: Unobservable inputs for the asset or~~Fair ~~liability~~value ~~that~~of ~~are~~financial ~~supported by little or no market activity, and that are significant to the fair values.~~instruments

~~Fair~~The carrying value ~~measurements~~of ~~are~~cash, ~~required~~accounts topayable, bewarrants, ~~disclosed~~accrued expenses, byand ~~the~~debt, ~~Level~~short-term ~~within~~as ~~the~~well ~~fair~~as ~~value~~long-term, ~~hierarchy~~is inrecorded ~~which~~at ~~the~~ fair value ~~measurements in their entirety fall~~. ~~Fair~~Management ~~value~~believes ~~measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of~~ the ~~beginning~~Company ~~and~~is ~~ending~~not ~~balances,~~exposed ~~separately presenting changes during the period attributable~~ to ~~the~~significant ~~following: total gains or losses~~interest ~~for the period (realized and unrealized), segregating those gains~~ or ~~losses~~credit ~~included~~risks inarising ~~earnings,~~from ~~and~~these afinancial ~~description of where those gains or losses included in earning are reported in the statement of income~~instruments.

~~The~~Fair value ~~Company~~is ~~records~~defined aas ~~debt discount related to~~ the ~~issuance~~exchange ofprice ~~convertible debts~~ that ~~have~~would ~~conversion~~be ~~features~~received atfor ~~adjustable~~an ~~rates.~~asset ~~The~~or ~~debt~~paid ~~discount~~to ~~for~~transfer ~~the~~a ~~convertible~~liability ~~instruments is~~(an ~~recognized~~exit ~~and~~price) ~~measured~~in bythe ~~allocating~~principal or amost ~~portion~~advantageous ofmarket for the ~~proceeds~~asset asor anliability ~~increase~~ in ~~additional~~an ~~paid-in~~orderly ~~capital~~transaction ~~and~~between asmarket aparticipants ~~reduction~~on to the ~~carrying~~measurement ~~amount~~date. Valuation oftechniques ~~the~~used ~~convertible instrument equal~~ to ~~the~~measure fair value ofmaximize the ~~conversion~~use ~~features.~~of ~~The~~observable ~~debt~~inputs ~~discount~~and ~~will~~minimize bethe ~~accreted by~~use ~~recording~~of ~~additional~~unobservable ~~non-cash~~inputs. ~~gains~~The Company ~~and~~utilizes ~~losses~~a ~~related~~fair tovalue ~~the~~hierarchy ~~change~~based inon ~~fair~~three ~~values~~levels of ~~derivative~~inputs, ~~liabilities~~of ~~over~~which the ~~life~~first oftwo are considered observable and the ~~convertible~~ ~~notes~~last unobservable.

●	Level 1.	Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.

●	Level 2.	Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily available pricing sources for comparable instruments.

●	Level 3.	Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances.

~~The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:~~F-7

	Balance as of September 30, 2023
	Level 1		Level 2		Level 3		Total
	(U.S. dollars in thousands)
Liabilities:
Fair value of convertible component in convertible loan, net of discounts and debt issue costs		-		-		922		922
Fair value of warrants issued in convertible loan		-		-		-		-
Total liabilities		-		-		922		922

Revenue Recognition

	Balance as of December 31, 2022
	Level 1		Level 2		Level 3		Total
	(U.S. dollars in thousands)
Liabilities:
Fair value of convertible component in convertible loan, net of discounts and debt issue costs		-		-		632		632
Fair value of warrants issued in convertible loan		-		-		1		1
Total liabilities		-		-		633		633

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606).

The principal activity of the Company is to engage in general trading, manufacturing and fabrication or steel and steel products and mainly manufacturing of pressure vessels, tanks, heat exchangers and construction of storage tanks and piping. Revenue ~~recognition~~from contracts with customers is recognized when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company has generally concluded that it is the principal in its revenue arrangements because it typically controls the goods or services before transferring them to the customer.

~~Revenues are recognized when delivery has occurred~~Stock-based and there is persuasive evidence of an agreement, the fee is fixed or determinable and collection of the related receivables is reasonably assured, and no further obligations exist. Revenues from sales of products are recognized when title and risk and rewards for the products are transferred to the customer.compensation

~~Research~~The Company recognizes all stock-based compensation using the fair value provisions prescribed by ASC Topic 718, Compensation - Stock Compensation. Accordingly, compensation costs for awards of stock-based compensation settled in shares are determined based on the fair value of the share-based instrument at the time of grant and ~~development~~are ~~expenses~~recognized as expense over the vesting period of the share-based instrument, net of estimated forfeitures.

~~Research~~In accordance with ASC 718, the Company will generally apply the same guidance to both employee and ~~development~~non-employee ~~expenses~~share-based ~~are~~awards. ~~charged~~However, the Company will also follow specific guidance for share-based awards to ~~operations~~non-employees asrelated ~~incurred~~to the attribution of compensation cost and the inputs to the option-pricing model for the expected term. Non-employee share-based payment equity awards are measured at the grant-date fair value of the equity instruments, similar to employee share-based payment equity awards.

~~Income~~The Company ~~Taxes~~calculates the fair value of option grants and warrant issuances utilizing the Binomial pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeiture” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expenses for the period. In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.

~~Income taxes are accounted for under the assets~~Earnings and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating (loss ~~and~~) ~~tax~~per credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Use of net operating loss carry forwards for income tax purposes may be limited by Internal Revenue Code section 382 if a change of ownership occurs.share

~~Net~~The ~~Loss~~Company reports earnings (loss) per share in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 “Earnings Per Share,” which provides for the calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding for the period. Diluted ~~Common~~earnings ~~Share~~per share reflect the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.

Basic loss per ordinary share is computed by dividing the loss for the period applicable to ordinary shareholders by the weighted average number of shares of common stock outstanding during the period. Securities that may participate in dividends with the shares of common stock (such as the convertible preferred) are considered in the computation of basic loss per share under the two-class method. However, in periods of net loss, only the convertible preferred shares are considered, since such shares have a contractual obligation to share in the losses of the Company. In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. Accordingly, in periods of net loss, no potential shares are considered.

Particulars	March 31, 2024			March 31, 2023
Basic and diluted EPS*
Numerator
Net income/(loss)		(993	)		(238	)
Net Income attributable to common stockholders		(1,000	)		(238	)
Denominator
Weighted average common shares outstanding		100,093,920			4,996,213
Number of shares used for basic EPS computation		100,093,920			4,996,213
Basic EPS		(0.01	)		(0.05	)
Number of shares used for diluted EPS computation*		452,620,462			5,022,765
Diluted EPS		(0.00	)		(0.05	)

~~Recent~~Includes 26,552 ~~accounting~~issued ~~pronouncements~~warrants as of March 31, 2023.

~~From time to time~~Includes 26,552 ~~new accounting pronouncements are~~ issued bywarrants ~~the~~352,500 ~~Financial~~Series ~~Accounting~~B ~~Standard~~stocks ~~Board~~converting ~~(“FASB”)~~into or352,500,000 ~~other~~common ~~standard~~stocks ~~setting bodies that the Company adopts~~ as of ~~the~~March ~~specified effective date. Unless otherwise discussed~~31, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption2024.

~~NOTE 3 – CONVERTIBLE NOTES~~F-8

A. On June 5, 2019, the Company entered into a Securities Purchase Agreement (“SPA”) with YAII PN, Ltd. (the “Investor”), pursuant to which the Investor agreed to provide the Company with a convertible loan in the aggregate amount of $1,100,000 in three tranches, and the Company agreed to issue convertible debentures and a warrant to the Investor. The funds were received in 2019.Income taxes

InThe ~~the~~Company ~~period~~accounts ~~from~~for ~~loan~~income ~~inception~~tax ~~through~~positions in accordance with Accounting ~~December~~Standards 31Codification Topic 740-10-50, ~~2021~~“Income Taxes” (“ASC Topic 740”). This standard prescribes a recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There was no material impact on the ~~full~~Company’s financial ~~amount~~position or results of ~~outstanding~~operations ~~principal~~as ~~and~~a ~~accrued~~result ~~interest~~of ~~was~~the ~~converted~~application ~~into~~of ~~shares~~this standard. Deferred tax assets have not been created as the major income of ~~common~~the ~~stock~~company belongs to the subsidiary, which is registered in income tax-free jurisdiction since the losses incurred cannot be utilized in the future, rendering deferred tax assets irrelevant, The profits of a foreign subsidiary corporation are ordinarily not subject to tax in the United States as in accordance with the general Internal Revenue Service rule, foreign subsidiaries are not considered U.S. corporations even if they are wholly owned.

~~In addition, the Company~~ Recently issued toaccounting the Investor a warrant to purchase 13,095 shares of common stock, at an exercise price equal to $21.00. The warrants may be exercised within 5 years from the issuance date by cash payment or through cashless exercise by the surrender of warrants shares having a value equal to the exercise price of the portion of the warrant being exercised.pronouncements

The Company ~~considered~~has ~~the~~evaluated ~~provisions of~~all ~~ASC~~other ~~815-40,~~recent ~~“Derivatives~~accounting ~~and Hedging: Contracts in Entity’s Own Equity”, with respect to the detachable warrants~~pronouncements ~~that were issued to the convertible loan,~~ and ~~determined~~believes that asnone ~~a result~~ of ~~the~~them ~~“cashless~~are ~~exercise”~~expected ~~and~~to ~~variable~~have ~~exercise price~~a ~~that~~material ~~would~~effect ~~adjust the number of warrants and the exercise price of the warrants based~~ on the ~~price at which the~~ Company ~~subsequently issues shares or other equity-linked financial instruments, such warrants cannot be considered as indexed to the Company~~’s ~~own~~financial ~~stock. Accordingly~~position, ~~the~~results ~~warrants~~of ~~were recognized as derivative liability at their fair value on initial recognition. In subsequent periods~~operations, ~~the~~ ~~warrants were marked to market with the changes in fair value recognized as financing expense~~ or ~~income~~cash ~~in the consolidated statement of operations~~flows.

~~The warrants were estimated by third party appraiser using the Black~~Off-~~Scholes option-pricing model to compute the fair value of the derivative and to mark to market the fair~~Balance ~~value~~Sheet ~~of the derivative at each balance sheet date. The following are the data and assumptions used as of the balance sheet dates:~~Arrangements

	September 30, 2023
Common stock price	$	0.0182
Expected volatility		135.81	%
Expected term		0.68
Risk free rate		4.92	%
Expected dividend yield		0	%
Fair market value of warrants	$		*

We have no significant 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 stockholders.

	December 31, 2022
Common stock price		0.0902
Expected volatility		262.09	%
Expected term		1.43 years
Risk free rate		4.59	%
Expected dividend yield		0	%
Fair market value of warrants	$	-	*

NOTE 3. GOING CONCERN

*The accompanying ~~represents~~consolidated anfinancial ~~amount~~statements ~~less~~have ~~than~~been $1prepared ~~thousand~~in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

9Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements are issued and determined. The Company’s ability to continue as a going concern is dependent on the Company’s ability to continue to generate sufficient revenues and raise capital within one year from the date of filing.

B.SAML has Onplanned ~~September~~future 3acquisitions, ~~2020~~and we intend to disclose these acquisitions, ~~the~~as ~~Company~~they ~~entered~~happen, ~~into~~in aour ~~second~~ongoing ~~SPA~~reports with the ~~Investor,~~Securities and ~~pursuant~~Exchange toCommission. ~~which~~Over the ~~Investor~~next ~~will~~twelve months ~~invest~~management anplans ~~aggregate~~to ~~amount~~use ofborrowings ~~$220~~and insecurity ~~two~~sales ~~tranches,~~to ~~and~~mitigate the ~~Company~~effects of ~~will~~cash ~~issue~~flow ~~convertible~~deficits; ~~debentures~~however, ~~and~~no ~~warrants~~assurance tocan ~~the~~be ~~Investor.~~given ~~The~~that ~~funds~~debt ~~were~~or ~~received~~equity infinancing, ~~2020~~if and when required, will be available.

~~In the period from loan inception through~~NOTE ~~December~~4. ~~31,~~CURRENT ~~2021, the full amount of outstanding principal and accrued interest was converted into shares of common stock.~~ASSETS

~~In addition, the Company issued to the~~Other ~~Investor~~Current a warrant to purchase 2,619 shares of common stock, at an exercise price equal to $21.00. The warrants may be exercised within 5 years from the issuance date by cash payment or through cashless exercise by the surrender of warrants shares having a value equal to the exercise price of the portion of the warrant being exercised.Assets

The Company considered the provisions of ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity”, with respect to the detachable warrants that were issued to the Convertible loan, and determined that as a result of the “cashless exercise” and variable exercise price that would adjust the number of warrants and the exercise price of the warrants based on the price at which the Company subsequently issues shares or other equity-linked financial instruments, such warrants cannot be considered as indexed to the Company’s own stock. Accordingly, the warrants were recognized as derivative liability at their fair value on initial recognition. In subsequent periods, the warrants were marked to market with the changes in fair value recognized as financing expense or income in the consolidated statement of operations.

Year	March 31, 2024 (unaudited)		December 31, 2023
Discount on Advance Receipts		144		0
Accrual of discount on notes		10		0
Misc. Other Current Assets		4
Promotional Items on Hand		2
Total other current assets	$	160	$	0

~~The warrants were estimated by third party appraiser using the Black~~F-~~Scholes option-pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet dates:~~9

~~The following are the data~~Related ~~and~~Party ~~assumptions used as of the balance sheet dates:~~Receivables

	September 30, 2023
Year	March 31, 2024 (unaudited)			December 31, 2023
Common stock price	$	0.0182
Georgia Fire		769
Expected volatility		224.93	%
Bull Head		(5	)
Expected term (years)		1.93
BCD		(31	)
Risk free rate		4.92	%
ILUS		66
Expected dividend yield		0	%
Total Related Party Receivables	$	799		$	0
Fair market value of warrants	$		*

	December 31, 2022
Common stock price		0.0902
Expected volatility		278.10	%
Expected term (years)		2.68
Risk free rate		4.28	%
Expected dividend yield		0	%
Fair market value of warrants	$	-	*

As of March 31, 2024, and December 31, 2023, the Company had amounts due from Ilustrato Pictures International, Inc. (“ILUS”), a majority shareholder of the Company, of $65,968 and $0, respectively. These figures are related to an intercompany loan agreement executed by and between the Company and ILUS on January 8, 2024. The maximum principal amount to be borrowed by either party from each other under the agreement is $1,000,000. The purpose of the agreement is to provide for working capital to either the Company or ILUS through cash advances on an unsecured basis requested by either party at any time and from time to time in amounts of up to $100,000 and the agreement shall automatically be renewed for successive one-year terms thereafter unless terminated. The intercompany loan agreement has a term of one year from the date of execution and all cash advances mature and become payable on the termination date. Any unpaid principal accrues simple interest from the date of each cash advance until payment in full at a rate equal to 1% per annum.

*As ~~represents~~of anMarch 31, ~~amount~~2024, ~~less~~and ~~than~~December 31, 2023, the Company had amounts due from Georgia Fire, Bullhead and BCD subsidiaries of the Company, of $1733,508 ~~thousand~~and $0, respectively. These figures are related to legacy receivables from the subsidiaries and were transferred from ILUS to SAML with the acquisition of the subsidiary.

10Accounts Receivables:

C.Accounts Onreceivables ~~April~~are 6,recorded ~~2021,~~at ~~the~~face ~~Company~~value ~~entered~~less ~~into~~an aallowance ~~third~~for credit ~~SPA~~losses. ~~with~~The ~~the~~allowance ~~Investor,~~is ~~pursuant~~an toestimate ~~which~~based ~~the~~on ~~Investor~~historical ~~agreed~~collection toexperience, ~~provide~~current ~~the~~and ~~Company~~future ~~with~~economic ~~a convertible loan in the aggregate amount of $150~~ and ~~the~~market ~~Company agreed to issue convertible debentures~~ conditions, and a ~~warrant~~review toof the ~~Investor.~~current ~~The~~status ~~loan will bear interest at an annual rate~~ of ~~ten~~each ~~percent~~customer’s ~~(10%)~~trade ~~and~~accounts ~~will be repayable after two years~~receivable. ~~The~~Management ~~loan~~evaluates ~~has~~the ~~reached~~aging ~~maturity~~of ~~and~~ the ~~Company~~accounts receivable isbalances ~~negotiating~~the anfinancial ~~extension~~condition ~~for~~of ~~this~~its ~~loan.~~customers ~~The~~and ~~investment~~all ~~will~~other beforward-looking ~~convertible~~information atthat ~~any~~is ~~time~~reasonably ~~into~~available ~~shares of the Company’s Common Stock at a conversion price equal~~ to estimate the ~~lower~~amount of ~~(a)~~accounts ~~$3.46,~~receivable orthat ~~(b)~~may ~~80%~~not ofbe ~~the~~collected ~~lowest~~in the ~~daily~~future ~~dollar~~and ~~volume-weighted~~before ~~average~~recording ~~price for~~ the ~~Company’s~~appropriate ~~Common Stock during the 10 trading days immediately preceding the conversion date~~provision.

InAccounts ~~accordance~~receivable ~~with~~arise ~~ASC~~from ~~815-15-25 the~~our ~~conversion~~subsidiaries ~~feature~~in ~~was~~ERT ~~considered~~consolidated as toof beMarch a31, ~~derivative~~2024. ~~instrument~~The ~~and~~duration isof tosuch bereceivables ~~recorded~~extends atfrom ~~its~~30 ~~fair~~days ~~value~~to asbeyond ~~its~~90 ~~fair~~days. ~~value~~Payments ~~can~~are bereceived ~~separated from~~only ~~the~~when ~~convertible~~a ~~loan and its conversion~~ project is ~~independent~~completed, ofand ~~the~~approvals ~~underlying~~are ~~note value~~obtained. ~~The~~Provisions ~~conversion~~are ~~feature~~created ~~derivative~~based ~~liability is~~on ~~then marked to market each reporting period with~~ the ~~resulting~~estimated ~~gains~~irrecoverable oramounts ~~losses~~determined ~~shown~~by inreferring to ~~the~~past ~~statements~~default ~~of operations~~experiences.

As of September 30, 2023, the convertible debentures have reached maturity. Therefore, the fair value of the Convertible Component was calculated based on its intrinsic value as of September 30, 2023.

Accounts Receivables Ageing	March 31, 2024 (unaudited)
1-30 days		215
31-60 days		111
61-90 days		83
+90 days		725
Total	$	1,134

~~The fair value of the convertible component~~Deposits, ~~at December 31~~Prepayments, ~~2022~~& was estimated by third party appraiser using the Monte Carlo Simulation Model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each of the issuance and balance sheet dates.Advances

Advances have been paid to the suppliers and subcontractors in the ordinary course of business for the procurement of specialized material and equipment required in the process of designing, engineering and installing Central Gas distribution and monitoring systems. The ~~following~~company is ~~are~~engaged in the ~~data~~design, engineering, supply and ~~assumptions~~monitoring ~~used~~of Central Gas systems supplying and installing equipment such as ofpressure regulators, pipelines, safety equipment, tapping points, metering units, valves and storage tanks. To undertake these projects, the ~~balance~~company is ~~sheet~~required ~~dates:~~to make upfront investments in materials and machinery. These projects involve many processes and take substantial time to complete.

	September 30, 2023
Common stock price	$	0.0182
Discount to Common stock price		20.0	%
Fair market value of convertible component	$	117

F-10

	December 31, 2022
Common stock price	$	0.0902
Expected volatility		146.61	%
Expected term		0.26
Risk free rate		4.46	%
Expected dividend yield		0	%
Fair market value of convertible component	$	80

NOTE 5. NON-CURRENT ASSETS

AsThe ~~part~~company ofholds ~~the~~long-term ~~transaction,~~investments ~~the~~of ~~Company~~8,400,000 ~~issued~~as toof ~~the~~March ~~Investor~~31, 2024, ~~warrants~~and to$0 ~~purchase~~as ~~an aggregate~~ of 10December 31,~~838~~ ~~shares of Common Stock~~2023, atrespectively. anThese ~~exercise~~investments ~~price~~were ~~equal~~made tofor ~~$3.46.~~the ~~The~~acquisition ~~term~~ of ~~each~~Emergency ~~warrant~~Response isTechnologies Inc. ~~five~~on ~~years~~February ~~from~~23, ~~the issue date~~2024. ~~Each~~The ~~warrant~~consideration ~~may~~for bethe ~~exercised~~assets bywas ~~cash~~350,000 ~~payment~~restricted orshares ~~through~~of ~~cashless~~Series ~~exercise~~B bystock ~~the surrender~~ of ~~warrant~~SAML ~~shares~~convertible ~~having~~into a350,000,000 common ~~value~~stocks ~~equal~~with toa ~~the~~fair ~~exercise~~market ~~price~~value of ~~the~~$8,599,569. ~~portion~~The ofremaining ~~the~~$199,569 ~~warrant~~has ~~being~~been ~~exercised~~transferred to Goodwill.

~~The~~Property, Plant & warrants were estimated by third party appraiser using the Black-Scholes option-pricing model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each of the issuance and balance sheet dates.Equipment

~~The~~Property, Plant ~~following~~and Equipment are ~~the~~recorded ~~data~~at cost, except when acquired in a business combination where property, plant and ~~assumptions~~equipment ~~used~~are asrecorded at fair value. Depreciation of property, plant and equipment is recognized over the ~~balance~~estimated ~~sheet~~useful ~~dates~~lives of the respective assets using the straight-line method. The estimated useful lives are as follows:

	September 30, 2023
Property, Plant and Equipment		Years
Common stock price	$	0.0182
Plant & Machinery		5 – 15
Expected volatility		270.36	%
Vehicles		5 – 10
Expected term		2.52
Furniture, Fixtures & Office Equipment		3 – 5
Risk free rate		4.92	%
Expected dividend yield		0	%
Fair market value of warrants	$	*

	December 31, 2022
Common stock price	$	0.0902
Expected volatility		269.78	%
Expected term		3.27
Risk free rate		4.19	%
Expected dividend yield		0	%
Fair market value of warrants	$	1

Expenditures that extend the useful life of existing property, plant and equipment are capitalized and depreciated over the remaining useful life of the related asset. Expenditures for repairs and maintenance are expensed as incurred. When property, plant and equipment are retired or sold, the cost and related accumulated depreciation is removed from the Company’s balance sheet, with any gain or loss reflected in operations.

* represents an amount less than $1 thousandDepreciation

11Depreciation of property, plant and equipment is recognized over the estimated useful lives of the respective assets using the straight-line method. Depreciation expense for the period ended March 31, 2024, belongs to Depreciation accounted for on Plant, Property and Equipment obtained as part of our subsidiary acquisition.

D.Accumulated depreciation & OnCarrying June 7, 2021, the Company entered into a fourth SPA with the Investor, pursuant to which the Investor will invest an aggregate amount of $1,250 in three tranches, and the Company will issue convertible debentures and warrants to the Investor, in which each tranche is convertible into shares of the Company’s common stock, par value ~~$0.0001. The funds were received in 2021.~~

On December 28, 2022, the Company signed a forbearance agreement with the Investor extending the maturity date for all outstanding principal and interest under this loan to June 30, 2023. The Company is currently negotiating an extension for this loan.

	Plant & Machinery		Furniture, Fixtures & Office Equipment		Vehicles		Total
Carrying value as of January 1, 2024		41		14		34		89
Addition during Q1 2024
Charged Depreciation Q1 2024		4		2		5		11
Carrying value March 31, 2024		37		12		29		78

~~As of December 31, 2022, the full amount of the first tranche principal in the amount of $500 remains outstanding.~~F-11

In the period from inception through December 31, 2022, $424 of outstanding principal from the second tranche and $43 of accrued interest was converted into 2,121,262 shares of common stock. As of December 31, 2022, the outstanding principal balance from the second tranche was $76. As a result of the conversion of the convertible loans, for the year ended December 31, 2022, the Company recorded losses from conversion in the amount of $71.Goodwill

InGoodwill represents the ~~period~~cost ~~from~~of ~~loan~~acquired ~~inception~~companies ~~through~~in excess of the fair value of the net assets at the acquisition date and is subject to annual ~~December~~impairment. ~~31,~~Goodwill ~~2021,~~is the ~~full~~excess of the purchase price paid for an acquired entity and the amount of ~~outstanding~~the ~~principal~~price not assigned to acquired assets and ~~accrued~~liabilities. ~~interest~~It ~~relating~~arises when an acquirer pays a high price to ~~the~~acquire ~~third~~a ~~tranche~~business. ~~was~~This ~~converted~~asset ~~into~~only ~~shares~~arises from an acquisition, ofand ~~common~~it ~~stock~~cannot be generated internally. Goodwill is an intangible asset, and so is listed within the long-term assets section of the acquirers’ balance sheet.

The ~~Convertible~~Company ~~Debentures~~accounts ~~bear~~for ~~interest at~~business acombinations ~~rate~~by ofestimating ~~10%~~the ~~per annum (15% on default) and have a maturity date of one (1) year. The Convertible Debentures provide a conversion~~fair ~~right,~~value ~~in which any portion~~ of the ~~principal~~consideration ~~amount~~paid offor ~~the~~acquired ~~Convertible~~businesses ~~Debentures,~~and ~~together~~assigning ~~with~~that ~~any~~amount ~~accrued~~to ~~but unpaid interest, may be converted into~~ the ~~Company’s~~fair ~~Common~~values ~~Stock at a conversion price equal to 80%~~ of ~~the~~assets ~~lowest~~acquired ~~volume~~and ~~weighted average price of the~~liabilities ~~Company’s~~assumed, ~~Common~~with ~~Stock during~~ the ~~ten~~remainder ~~(10)~~assigned ~~trading days immediately preceding the date of conversion, subject~~ to ~~adjustment~~goodwill. ~~The Convertible~~If ~~Debentures~~the ~~may~~fair ~~not~~value beof ~~converted~~assets ~~into~~acquired ~~common~~and ~~stock~~liabilities toassumed ~~the~~exceeds ~~extent such conversion would result in~~ the ~~Investor~~fair ~~beneficially~~value ~~owning more than 9.99%~~ of ~~the~~consideration ~~Company’s outstanding Common Stock (the “Beneficial Ownership Limitation”); provided~~paid, ~~however,~~ ~~that~~a ~~the~~gain ~~Beneficial~~on ~~Ownership~~bargain ~~Limitation~~purchase ~~may~~is berecognized. ~~waived~~The byestimates ~~the~~of ~~Investor~~fair ~~upon~~values ~~not~~are ~~less~~determined ~~than~~utilizing 65customary ~~days’ prior notice to the~~valuation ~~Company.~~procedures ~~The~~and ~~Convertible Debentures provide the Company with a redemption right~~techniques, ~~pursuant to~~ which ~~the~~require ~~Company~~us, ~~upon~~among ~~fifteen~~other ~~(15)~~things, ~~business days’ prior notice~~ to ~~the~~estimate ~~Investor,~~future ~~may~~cash ~~redeem,~~flows ~~in whole or in part, outstanding principal~~ and ~~interest~~discount atrates. aSuch ~~redemption~~analyses ~~price equal~~involve tosignificant ~~the~~judgments ~~principal amount being redeemed plus a redemption premium equal to 5% of the outstanding principal amount being redeemed plus outstanding~~ and accrued interest; however, the Investor shall have fifteen (15) business days after receipt of the Company’s redemption notice to elect to convert all or any portion of the Convertible Debentures, subject to the Beneficial Ownership Limitationestimations.

InThe Company ~~accordance~~follows ~~with ASC 815-15-25~~ the ~~conversion~~ ~~feature~~guidance ~~was~~prescribed ~~considered~~in toAccounting beStandards aCodification ~~derivative~~(“ASC”) ~~instrument~~350, Goodwill and isOther ~~to be recorded at its fair value as its fair value can be separated~~Intangible ~~from~~Assets, ~~the~~to ~~convertible~~test ~~loan~~goodwill and ~~its~~intangible ~~conversion~~assets isfor ~~independent~~impairment ofannually ~~the~~if ~~underlying~~an ~~note~~event ~~value.~~occurs ~~The~~or ~~conversion~~circumstances ~~feature~~change ~~derivative~~which ~~liability~~indicates isthat ~~then~~its ~~marked~~carrying toamount ~~market~~may ~~each~~not ~~reporting~~exceed ~~period~~its ~~with~~fair ~~the resulting gains or losses shown in the statements of operations~~value.

AsThe Company acquired 100% of ~~September~~Emergency ~~30,~~Response ~~2023~~Technologies Inc. on February 23, 2024. The consideration for the ~~convertible~~assets ~~debentures~~was 350,000 ~~have~~restricted ~~reached~~shares ~~maturity.~~of ~~Therefore~~Series B stock of SAML convertible into 350,000,000 ~~the~~common stocks with a fair market value of ~~the~~$8,599,526. ~~Convertible~~The ~~Component~~company holds ~~was~~long-term ~~calculated~~investments ~~based~~of on8,400,000 ~~its~~as ~~intrinsic~~of ~~value~~March 31, 2024, and $0 as of ~~September 30~~December 31, 2023, respectively. The remaining $199,526 has been transferred to Goodwill.

12NOTE 6. CURRENT LIABILITIES

The fair value of the convertible component was estimated by third party appraiser using the Monte Carlo Simulation Model to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet dates:Accounts Payable

~~The~~Current ~~following~~liabilities ~~are~~with ~~the~~a ~~data~~total of $5,407,000,153 as of March 31, 2024, include Trade and ~~assumptions~~Other ~~used~~Payables in our subsidiaries amounting to $1,966,000 as of ~~the~~March 31, ~~balance~~2024, ~~sheet~~with ~~dates~~aging as per below:

	September 30, 2023
Accounts Payables Ageing	March 31, 2024 (unaudited) (U.S. dollars in thousands)
Common stock price	$	0.0182
0-30 days		75
Discount to Common stock price		20.0	%
31-60 days		248
Fair market value of convertible component	$	436
61-90 days		105
+90 days		1,538
Total		1,966

	December 31, 2022
Common stock price	$	0.0902
Expected volatility		146.61	%
Expected term		0.50
Risk free rate		4.76	%
Expected dividend yield		0	%
Fair market value of Convertible component	$	299

Related Parties Payable

E. On December 14, 2021, the Company entered into a fifth SPA with the Investor, pursuant to which the Investor invested an aggregate amount of $500, and the Company issued convertible debentures to the Investor.

	March 31, 2024		December 31, 2023
	(U.S. dollars in thousands)
Bullhead		72
Firebug Mechanical		721
BCD		507
Related parties payable due to previous CEO		0		193
Total	$	1,300	$	193

The Convertible Debenture bears interest at a rate of 10% per annum (15% on default) and has a maturity date of one (1) year. The Convertible Debenture provides a conversion right, in which any portion of the principal amount of the Convertible Debenture, together with any accrued but unpaid interest, may be converted into the Company’s Common Stock at a conversion price equal to 80% of the lowest volume weighted average price of the Company’s Common Stock during the ten (10) trading days immediately preceding the date of conversion, subject to adjustment. The Convertible Debenture may not be converted into common stock to the extent such conversion would result in the Investor beneficially owning more than 4.99% of the Company’s outstanding Common Stock; provided, however, that the Beneficial Ownership Limitation may be waived by the Investor upon not less than 65 days’ prior notice to the Company. The Convertible Debenture provides the Company with a redemption right, pursuant to which the Company, upon fifteen (15) business days’ prior notice to the Investor, may redeem, in whole or in part, outstanding principal and interest under the Convertible Debenture at a redemption price equal to the principal amount being redeemed plus a redemption premium equal to 5% of the outstanding principal amount being redeemed plus outstanding and accrued interest; however, the Investor shall have fifteen (15) business days after receipt of the Company’s redemption notice to elect to convert all or any portion of the Convertible Debenture, subject to the Beneficial Ownership Limitation.F-12

On ~~December~~March 28, ~~2022~~2024, the ~~Company~~company ~~signed a~~entered ~~forbearance~~into ~~agreement~~an ~~with~~Asset Purchase Agreement of the ~~Investor~~luggage ~~extending~~company’s ~~the~~legacy ~~maturity~~assets ~~date~~with ~~for~~Atara ~~all~~Feiglin ~~outstanding~~Dzikowski. ~~principal~~The ~~and~~legacy ~~interest~~assets ~~under~~had ~~this~~an ~~loan~~audited tobook ~~June~~value of $78,754.69 as 30of December 31, 2023, consisting of luggage inventory and cash or cash equivalents. The ~~Company~~consideration ispaid ~~currently~~by ~~negotiating~~the Buyer for the sale of the legacy assets was a cancellation of 1,666,666 common stock granted for consultancy in an ~~extension~~agreement dated January 8, 2024. Further, a liability of $186,200 to Ms. Dzikowski was settled as part of the consideration for ~~this~~the ~~loan~~legacy assets purchase and removal of liability for design boxes amounting to $7,500.

InFurther, ~~accordance~~the ~~with ASC 815~~above-~~15-25~~related ~~the conversion~~party ~~feature~~payables ~~was~~are ~~considered~~related to belegacy apayables in ~~derivative~~our ~~instrument~~subsidiaries ~~and~~transferred ~~is to be recorded at its fair value as its fair value can be separated~~ from ~~the~~ILUS ~~convertible loan and its conversion is independent of the underlying note value. The conversion feature derivative liability is then marked~~ to ~~market~~SAML ~~each reporting period~~ with the ~~resulting~~acquisition ~~gains~~of orthe ~~losses~~subsidiary ~~shown~~collectively incalled ~~the~~Emergency ~~statements~~Response ~~of operations~~Technologies.

~~As of September 30, 2023, the convertible~~NOTE ~~debentures have reached maturity~~7. ~~Therefore,~~NON-CURRENT ~~the fair value of the Convertible Component was calculated based on its intrinsic value as of September 30, 2023.~~LIABILITIES

13Convertible notes

In the latter part of the fourth quarter of 2023, YAII PN, LTD transferred ownership of its notes/debentures to three distinct investors. These notes were acquired under similar terms, with the remaining principal and accrued interest. Subsequently, on December 13, 2023, the company reissued convertible notes to the investors and retired existing SAML 3-1-1, 4-1-1 and 4-2-3 notes. The ~~following~~new ~~are~~notes and Debenture were issued with the ~~data~~remaining Principal and ~~assumptions~~Accumulated ~~used~~Interest and at asa fixed conversion price of $0.004 and filed as exhibits to the ~~balance~~Company’s ~~sheet~~Form ~~date:~~10-K

	September 30, 2023
Common stock price	$	0.0182
Discount to Common stock price		20.0	%
Fair market value of convertible component	$	369

The company amended its accounting policy and reversed the derivative liability previously recorded in its financial records. Under the revised policy, the company records convertible notes/debentures as a liability on its balance sheet as convertible notes payable. In the event of a conversion, the company will record the transaction by transferring the carrying amount of the liability component (the convertible note payable) to equity, and the balance is recognized in accordance with fair market value as additional paid-in capital.

	December 31, 2022
Common stock price	$	0.9585
Expected volatility		205.2	%
Expected term		0.95
Risk free rate		0.37	%
Expected dividend yield		0	%
Fair market value of convertible component	$	522

Details of Convertible notes/Debentures outstanding as of March 31, 2024:

~~The~~1. ~~following~~One-year ~~table~~convertible ~~presents the~~debenture ~~changes~~reissued on December 12, 2023, in ~~fair~~the ~~value~~principal amount of ~~the~~$627,400 ~~level~~to 3Enza ~~liabilities~~International ~~for~~ltd. The debenture bears interest at 10% per annum. All principal along with accrued interest on the ~~periods~~debenture ~~ended~~is ~~September~~convertible ~~30,~~into ~~2023~~shares ~~and~~of ~~December~~our ~~31,~~common ~~2022:~~stock at a fixed conversion price equal to $0.004 per share.

	Warrants			Convertible component
	(U.S. dollars in thousands)
Outstanding at December 31, 2021		24			1,017
Settlement of derivative liabilities		-			(127	)
Changes in fair value		(23	)		(258	)
Outstanding at December 31, 2022		1			632
Changes in fair value		(1	)		290
Outstanding at September 30, 2023		-			922

One-year convertible debenture reissued on December 12, 2023, in the principal amount of $187,685 to Sky Holdings Limited. The debenture bears interest at 10% per annum. All principal along with accrued interest on the debenture is convertible into shares of our common stock at a fixed conversion price equal to $0.004 per share.

~~NOTE~~3. 4One-year –convertible ~~STOCKHOLDERS’~~debenture ~~EQUITY~~reissued on December 12, 2023, in the principal amount of $82,663 to Mechtech Industrial (Asia) Limited. The debenture bears interest at 10% per annum. All principal along with accrued interest on the debenture is convertible into shares of our common stock at a fixed conversion price equal to $0.004 per share.

~~Common~~4. ~~Stock~~On January 3, 2024, Ilustrato Pictures International Inc. acquired a convertible note from YAII PN, LTD with outstanding principal and accrued interest of $600,685 in Samsara Luggage Inc. (SAML). On the January 5, 2024, SAML reissued a convertible note to ILUS who on the same day converted the note into 150,753,425 shares of common stock in the Company pursuant to the terms of said exchange note. As a result of such conversion, Ilustrato acquired control of 91.5% of the outstanding shares in SAML as of January 5, 2024.

~~On April 11, 2022, the Company issued 27,303 shares of Common Stock to a service provider as payment for services rendered. The fair market value of the shares was $41.~~F-13

~~During the year ended December 31, 2022, and pursuant~~Options ~~to the SPA, YAII exercised its option to convert Convertible Promissory Note principal in the amount of $249~~ and ~~accrued interest of $20 into 1,930,735 shares of Common Stock of the Company. The fair market value of the shares was $56.~~Warrants

~~During the year ended December 31, 2022, and pursuant~~In toaccordance ~~the~~with ~~Series A SPA~~ASC 470, ~~the~~warrants ~~Preferred~~have Abeen ~~Investor~~classified ~~exercised~~as ~~its~~a ~~option~~liability toand ~~convert~~recorded ~~27,966~~at ~~shares~~their ofexercise ~~Series~~price. AThe ~~Preferred~~Company ~~Stock~~had ~~into 390~~26,~~477 shares~~552 ofissued ~~Common~~warrants ~~Stock~~as of ~~the~~March ~~Company.~~31, 2024:

During the nine months ended September 30, 2023, and pursuant to the Series A SPA, the Preferred A Investor exercised its option to convert 112,710 shares of Series A Preferred Stock into 5,549,436 shares of Common Stock of the Company.

Warrants	# Warrant shares		Conversion/price
Yorkville 3A		13,095	$	21
Yorkville 3B		2,619	$	21
Yorkville 3C		10,838	$	3.46
Total		26,552

~~On June 6, 2023, the Company issued 1,666,666~~NOTE ~~shares~~8 of– ~~Common~~STOCKHOLDERS’ ~~Stock to executives on the Company as Stock based compensation with a fair value of $46.~~EQUITY

14Minority Interest

~~Series~~The ACompany ~~Preferred~~acquired 100% ~~Stock~~of Emergency Response Technologies of which 51% of Al Shola Mechanicals LLC is owned with a minority interest of $168,000 as of the transaction date of Emergency Response Technologies.

~~On May 12, 2022, the Company established a series~~Common ~~of redeemable convertible preferred stock (the “Series A Preferred Stock”), par value $0.0001 per share, stated value $1.0 per share, pursuant to a Certificate of Designation, Preference~~ and ~~Rights of Series A~~ Preferred Stock ~~of the Company (the “Certificate of Designation”).~~

OnFrom January ~~May 17~~1, ~~2022~~2023, the Company entered into a Series A Preferred Stock Purchase Agreement (the “Series A SPA”) with 1800 Diagonal Lending LLC f/k/a Sixth Street Lending LLC, a Virginia limited liability company (the “Preferred A Investor”) pursuant to ~~which~~March ~~the Company issued and sold to the Preferred A Investor 148~~31,~~062~~ ~~shares of Series A Preferred Stock for a purchase price of $129~~2023, ofwe ~~which~~made the ~~Company~~following ~~received proceeds of $125, net of issuance costs. The Company has accounted for the Series A Preferred Stock as mezzanine equity.~~issuances:

On January ~~August 10~~20, ~~2022~~2023, ~~the~~and ~~Company~~pursuant ~~entered~~to ~~into~~the ~~an additional Series A~~ SPA, ~~with~~ the Preferred A Investor ~~pursuant~~exercised toits ~~which~~option ~~the Company issued and sold~~ to ~~the~~convert ~~Preferred A Investor 73~~10,~~312~~ 000 shares of Series A Preferred Stock ~~for~~into ~~a purchase price of $63~~219,710 ofshares ~~which the Company received proceeds~~ of ~~$60,~~Common ~~net~~Stock of ~~issuance costs. The Company has accounted for~~ the ~~Series A Preferred Stock as mezzanine equity~~Company.

~~Pursuant to the Series A SPA, the Preferred A~~On ~~Investor~~February may convert all or a portion of the outstanding Series A Preferred Stock into shares of the Company’s Common Stock beginning on the date which is 180 days after the issuance date of the Series A Preferred Stock (the “Issuance Date”) into Common Stock; provided2, ~~however~~2023, ~~that~~and ~~the~~pursuant ~~Preferred A Investor may not convert the Series A Preferred Stock~~ to the ~~extent~~SPA, ~~that such conversion would result in beneficial ownership by~~ the Preferred A Investor ~~and~~exercised its ~~affiliates~~option ofto ~~more~~convert ~~than~~9,300 ~~4.99%~~shares of ~~the Company’s issued and outstanding Common Stock. The~~ Series A Preferred Stock ~~may be convertible~~ into 229,163 shares of Common Stock of the Company ~~at the option of the holders thereof at any time after the issuance of the Series A Preferred Stock, at a conversion price equal to the Variable Conversion Price~~. The Variable Conversion Price means 80% multiplied by the Market Price. The Market Price means the average of the lowest two trading prices for the Common Stock during the ten-trading day period ending on the latest complete trading day prior to the conversion date.

~~The~~On February ~~Company will have the right~~17, ~~at the Company’s sole option~~2023, ~~provided~~and ~~that~~pursuant anto ~~event~~the ~~of default has not occurred~~SPA, ~~to redeem all or any portion of~~ the ~~shares~~Preferred ~~of Series~~ A ~~Preferred~~Investor ~~Stock, exercisable~~exercised onits ~~not~~option ~~more than 3 Trading Days prior written notice~~ to ~~the~~convert ~~holders of the Series A Preferred Stock~~9,000 ~~in full. If the Company redeems the~~ shares of Series A Preferred Stock ~~within~~into ~~180 days of its issuance~~240,155 ~~the~~shares ~~Company must pay all~~ of ~~the~~Common ~~principal~~Stock ~~at a cash redemption premium~~ of ~~110%; if such prepayment is made between~~ the ~~181st day and the 730th day after the issuance of the Series A Preferred Stock, then such redemption premium is 120%~~Company. ~~After the 730th day following the Issuance Date, there shall be no further right of redemption.~~

~~The Series A Preferred Stock will, with respect~~On toMarch ~~dividend rights and rights upon liquidation~~2, ~~winding-up or dissolution~~2023, ~~rank:~~and ~~(a)~~pursuant ~~senior with respect~~ to ~~dividends~~the ~~and~~SPA, ~~right of liquidation with~~ the ~~Company’s~~Preferred ~~Common~~A ~~Stock~~Investor ~~and~~exercised ~~(b)~~its ~~junior~~option ~~with respect~~ to ~~dividends~~convert ~~and~~6,262 ~~right~~shares of ~~liquidation~~Series toA ~~all~~Preferred ~~existing~~Stock into ~~and~~250,000 ~~future~~shares ~~indebtedness~~ of ~~the~~Common ~~Company~~Stock ~~and existing and outstanding preferred stock~~ of the Company.

~~The~~On March ~~Series~~13, A2023, ~~Preferred~~and ~~Stock~~pursuant ~~shall~~to ~~have~~the noSPA, ~~right to~~the ~~vote~~Preferred onA ~~any~~Investor ~~matters~~exercised ~~requiring~~its ~~shareholder~~option ~~approval~~to orconvert ~~any~~6,650 ~~matters~~shares onof ~~which~~Series ~~the~~A ~~shareholders~~Preferred Stock ~~are~~into ~~permitted~~265,504 toshares ~~vote~~of Common Stock of the Company.

~~Each~~On March ~~share~~28, of2023, ~~Series~~and Apursuant ~~Preferred~~to ~~Stock~~the ~~will~~SPA, ~~carry an~~the ~~annual~~Preferred ~~dividend~~A inInvestor ~~the~~exercised ~~amount~~its ofoption 6%to ofconvert ~~the~~7,000 ~~price~~shares ~~per share~~ of Series A Preferred Stock ofinto ~~$1.00~~277,308 ~~which~~shares ~~shall be cumulative, payable solely upon redemption, liquidation or conversion. Upon the occurrence~~ of anCommon ~~event~~Stock of ~~default (as further defined further in~~ the ~~Certificate of Designation), the Dividend Rate shall automatically increase to 15%~~Company.

15F-14

~~NOTE~~From January 51, –2024, ~~RELATED~~to ~~PARTY~~March ~~TRANSACTIONS~~31, 2024, we made the following issuances:

~~Related~~On January ~~party~~3, ~~payable~~2024, Ilustrato Pictures International Inc. acquired a convertible note from YAII PN, LTD with outstanding principal and accrued interest of $600,685 in Samsara Luggage Inc. (SAML). On the January 5, 2024, SAML reissued a convertible note to ILUS who on the same day converted the note into 150,753,425 shares of common stock in the Company pursuant to the terms of said exchange note. As a result of such conversion, Ilustrato acquired control of 91.5% of the outstanding shares in SAML as of January 5, 2024.

	September 30, 2023		December 31, 2022
	(U.S. dollars in thousands)
Related parties payable due to management fee	$	161	$	119
Related parties payable due to research and development		-		2
Total	$	161	$	121

On January 16, 2024, we issued 15,000,000 common stocks to Enza International pursuant to a convertible note dated December 12, 2023, with a fair market value of $501,000.

~~General~~On January ~~and~~18, ~~Administrative~~2024, ~~Expenses~~we issued 1,150,000 common stocks to Mechtech International pursuant to a convertible note dated December 12, 2023, with a fair market value of $40,595.

	For the period ended September 30,
	2023		2022
	(U.S. dollars in thousands)
Management fee		75		75

On January 26, 2024, we issued 1,714,286 common stocks to Kyle Edward Comerford pursuant to a Share Purchase Agreement dated December 12, 2023, for an aggregate purchase price of $30,000.

~~Research~~On February ~~and~~2, ~~Development~~2024, ~~Expenses~~we issued 1,666,667 common stocks to Atara Feiglin Dzikowski pursuant to a consultancy agreement dated January 8, 2023, with a fair market value of $41,667.

	For the period ended September 30,
	2023		2022
	(U.S. dollars in thousands)
Consulting fee		24		72

On February 5, 2024, we issued 15,000,000 common stocks to Sky Holdings pursuant to a convertible note dated December 12, 2023, with a fair market value of $586,500.

~~NOTE~~On 6February –7, ~~SUBSEQUENT~~2024, ~~EVENTS~~80,698 shares of Series A stock held by 1800 Diagonal Lending LLC were canceled as were fully redeemed and returned to treasury.

~~None~~On February 7, 2024, we issued 1,714,286 common stocks to Cameron Canzellarini pursuant to a Share Purchase Agreement dated December 12, 2023, for an aggregate purchase price of $50,000.

16On February 21, 2024, we issued 10,000,000 common stocks to Mechtech International pursuant to a convertible note dated December 12, 2023, with a fair market value of $281,750.

~~Item~~On February 223, -2024, ~~Management’s~~Ilustrato ~~Discussion and~~Pictures ~~Analysis~~International, ofInc., ~~Financial~~entered ~~Condition~~into a Stock Purchase Agreement with Samsara Luggage Inc., and ~~Results~~sold all ofits ~~Operations~~equity interests in seven companies owned by the Company:

~~You~~● ~~should~~Firebug ~~read~~Mechanical ~~the~~Equipment following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes included elsewhere in this Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2022. Some of the information contained in this discussion and analysis, particularly with respect to our plans and strategy for our business and related financing, includes forward-looking statements within the meanings of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, including statements regarding expectations, beliefs, intentions or strategies for the future. When used in this report, the terms “anticipate,” “believe,” “estimate,” “expect,” “can,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and words or phrases of similar import, as they relate to our company or our management, are intended to identify forward-looking statements. We intend that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are only predictions and reflect our views as of the date they are made with respect to future events and financial performance, and we undertake no obligation to update or revise, nor do we have a policy of updating or revising, any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as may be required under applicable law. Forward-looking statements are subject to many risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements as a result of several factors including those set forth under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, and in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.LLC

~~The~~● ~~Company~~Georgia ~~notes~~Fire ~~that~~& ~~in addition~~Rescue toSupply the description of historical facts contained herein, this report contains certain forward-looking statements that involve risks and uncertainties as detailed herein and from time to time in the Company’s other filings with the Securities and Exchange Commission and elsewhere. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. These factors include, among others: (a) the Company’s fluctuations in sales and operating results; (b) risks associated with international operations; (c) regulatory, competitive and contractual risks; (d) development risks; (e) the ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth across the business segments through a combination of enhanced sales force, new products, and customer service; and (f) pending litigation.LLC

~~Overview~~● Bright Concept Detection and ~~Outlook~~Protection System LLC

~~The~~● ~~Company~~Bull ~~was~~Head ~~incorporated on~~Products ~~May 7, 2007 under the name, “Darkstar Ventures,~~ Inc.” under the laws of the State of Nevada. On November 12, 2019, the Company completed its merger with the Delaware corporation that was previously known as “Samsara Luggage, Inc.” (“Samsara Delaware”) in accordance with the terms of the Merger Agreement and Plan of Merger, dated as of May 10, 2019, (the “Merger Agreement”) by and among the Company, Samsara Delaware, and Avraham Bengio, pursuant to which Samsara Delaware merged with and into the Company, with the Company being the surviving corporation (the “Merger”). Following the completion of the Merger, the business of the Company going forward became the business of Samsara Delaware prior to the Merger, namely, the development and sale of smart luggage products.

On● March 17, 2021, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada (the “Certificate of Change”) to effect a reverse split of Company’s common stock at a ratio of 1E-for-7,000 (the “Reverse Stock Split”). The Reverse Stock Split took effect at the open of business on Tuesday, March 23, 2021. As a result of the Reverse Stock Split, each seven thousand (7,000) pre-split shares of common stock outstanding automatically combined into one (1) new share of common stock without any action on the part of the holders, and the number of outstanding shares common stock were reduced from 5,995,825,131 shares to 8,565,465 shares (subject to rounding of fractional shares). No fractional shares were issued in connection with the Reverse Stock Split. The Company issued one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.Raptor

On● ~~October~~The 5,Vehicle 2020, the Board of Directors of the Company approved, and the holders of a majority of the outstanding shares of our common stock, par value $0.0001 per share, (the “Common Stock”), executed a written consent in lieu of a meeting that approved, amending the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 5,000,000,000 to 7,500,000,000 (the “Authorized Capital Increase”). On November 3, 2020, the Company effected the Authorized Capital Increase by filing with the Secretary of State of the State of Nevada a Certificate of Amendment amending the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 5,000,000,000 to 7,500,000,000. Converters

17● AL Shola Al Modea Safety and Security LLC, the only entity in which the Company does not own 100% but only 51% of the membership interests

~~Recent~~The ~~Developments~~consideration for the sale of the equity interests in the foregoing companies was paid by SAML by the issuance of 350,000 restricted shares of Series B stock of SAML convertible into 350,000,000 common stock and further milestone payment/s should applicable performance targets be referenced.

~~Tag~~On February ~~Smart~~28, ~~Collection~~2024, we issued 2,500 Series B stock to Sanjeeb Safir pursuant to a consultancy agreement dated January 8, 2023, with a fair market value of $62,750.

~~Samsara Luggage Inc. launched~~On ~~the~~March ~~Tag~~15, ~~Smart~~2024, ~~collection~~we ofissued ~~smart~~1,666,667 ~~suitcases~~common ~~and~~stocks ~~travel~~to ~~accessories.~~Atara ~~The~~Feiglin ~~Tag~~Dzikowski ~~Smart~~pursuant ~~suitcase~~to was introduced into the luggage market for consumers looking for precise and accurate tracking of their suitcase using technology that was familiar and user-friendly. The Tag Smart suitcase is the first of its kind and designed specifically for the Apple AirTag. The suitcase has a ~~special~~consultancy ~~compartment~~agreement ~~that~~dated ~~secures the~~January ~~Apple~~8, ~~AirTag from the interior of the suitcase. The suitcase comes~~ 2023, with a ~~customized~~fair ~~AirTag~~market ~~with~~value ~~the Samsara logo on one side and Apple logo on the other. One side~~ of ~~the logo is visible from the exterior and protected with a transparent plastic~~$41,667. ~~Consumers can track their suitcase using the Find My app that is standard on all iPhones. It is the same tracking solution that tracks all Apple devices and is streamlined for the Apple enthusiast.~~

The Tag Smart model is the first product in the Next Gen line of smart suitcases. The Next Gen collection was unveiled at CES in January 2020. This model is WiFi smart and equipped with a smart unit that has GPS tracking and WiFi Hotspot technology. The smart unit doubles as a portable wireless charger.F-15

~~Street~~NOTE 9 ~~Smart~~– ~~Accessories~~GENERAL AND ADMINISTRATIVE EXPENSES

The Company launched Street Smart in February 2023. Street Smart is a curated collection of travel and lifestyle accessories that builds on the fashion element of travel. Included in the collection are a selection of sunglasses, tote bag, stylish ballcaps and a stand-alone portable battery for electronic devices. Street Smart compliments Samsara Luggage’s aesthetic and allows the brand to offer more travel-ready products at varying price points.

	For the period ended March 31, 2024
	(U.S. dollars in thousands)
Salaries, Wages & benefits		272
Management Expenses		1
Travel Expenses		21
Communication		3
Vehicles Rent, Running & Maintenance		3
Utilities Expenses		6
Legal Fee & Consultancy		66
Insurance Expenses		19
Rental Expenses		52
Other Expenses*		790
Total		1,232

~~Strategic~~* ~~Partnerships~~On January 3, 2024, Ilustrato Pictures International Inc. (“ILUS”) acquired a convertible note from YAII PN, LTD with outstanding principal and accrued interest of $600,685 in the Company. On the January 5, 2024, the Company reissued a convertible note to ILUS who on the same day converted the note into 150,753,425 shares of common stock in the Company.

~~Samsara Luggage entered into~~NOTE ~~strategic~~10 ~~partnerships~~– ~~with~~SUBSEQUENT wireless network operator T-Mobile and luxury lifestyle clothing brand Tommy Bahama after the launch of its Tag Smart collection of smart luggage. The Company began its collaboration with T-Mobile in July of 2022. The two companies conceptualized a new co-branded carry-on suitcase that would merge the Samsara Luggage and T-Mobile aesthetic. Samsara Luggage began the process of designing and manufacturing the Un-carrier On suitcase, a magenta colored carry-on that offered the same tracking technology as the Tag Smart suitcase and a power bank with wireless and USB-C charging capabilities. The Un-carrier On was launched in late November 2022 and garnered significant press.EVENTS

~~During this time, Samsara~~In ~~Luggage~~accordance ~~also~~with ~~made~~ASC ~~its~~855 ~~retail~~“Subsequent ~~debut~~Events,” inCompany ~~Tommy~~management ~~Bahama~~reviewed ~~stores.~~all ~~Select~~material ~~travel~~events ~~related~~through ~~items including Samsara’s Tag Smart carry-on became available in select Tommy Bahama stores in Florida and New York. Tommy Bahama also added~~ the ~~products~~date tothis ~~its online e-commerce store.~~report ~~The~~was ~~men’s~~issued, and ~~women’s clothing brand included~~ the ~~new~~following ~~Samsara~~subsequent ~~Luggage~~events ~~products~~took ~~in its marketing assets for the Tommy Bahama website and social media channels~~place. ~~Samsara Luggage remains in Tommy Bahama stores and on its eponymous website.~~

~~Notable~~On April ~~Accolades~~3, &2024, ~~Press~~we ~~Mentions~~issued 15,000 shares of Series B stock to Carsten Kjems Falk pursuant to a consultancy agreement dated January 5, 2023, with a fair market value of $450,000.

~~The Tag Smart Carry-on won~~On ~~Special~~April ~~Mention~~3, in2024, ~~TIME’s~~we ~~list~~issued ~~of Best Inventions 2022. The prestigious list was published in early November~~30,000 ~~just~~shares ~~before the launch~~ of ~~the~~Series ~~Un-carrier~~B Onstock coto John-~~branded~~Paul ~~suitcase.~~Backwell ~~Conde~~pursuant ~~Nast~~to ~~Traveler~~his ~~included~~employment ~~the~~agreement ~~Tag~~dated ~~Smart~~January ~~Carry-on in its print edition~~5, ~~giving the smart suitcase~~ an2023, ~~entire page in its October issue. Along~~ with ~~this~~a ~~special~~fair ~~award,~~market ~~the~~value ~~Tag Smart Carry-on was included in several back-to-back “best~~ of” ~~roundups in noteworthy press outlets including Travel + Leisure~~$900, ~~Tom’s Guide, Forbes, CBS News and Buy Side from WSJ~~000. ~~With the Tag Smart collection being designed for the AirTag, Apple-focused publications like iMore published stories around the new collection.~~

18On April 3, 2024, we issued 10,000 shares of Series B stock to Daniel Link pursuant to a consultancy agreement dated January 5, 2023, with a fair market value of $300,000

~~YAII~~On April PN3, ~~Ltd.~~2024, ~~Convertible~~we ~~Debentures~~issued 5,000 shares of Series B stock to Daniel Thomas Peters pursuant to a consultancy agreement dated January 5, 2023, with a fair market value of $150,000.

~~December~~On April ~~2021~~3, ~~Convertible~~2024, ~~Loan~~we ~~Agreement~~issued ~~(YAII PN~~2,500 ~~Ltd~~shares of Series B stock to Annemarie Leo-Smith pursuant to a consultancy agreement dated January 5, 2023, with a fair market value of $75,000.)

On April ~~December 14~~3, ~~2021~~2024, ~~Samsara Luggage,~~we ~~Inc.~~issued ~~(the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with YA II PN Ltd.~~1,000 ashares ~~Cayman~~of ~~Islands~~Series ~~exempt~~B ~~company~~stock ~~(the~~to ~~“Investor”),~~Aleksandar Savic pursuant to ~~which the Company sold and issued~~ a ~~convertible debenture~~consultancy inagreement ~~the~~dated ~~amount~~January ~~of $500~~5,~~000~~ ~~(the “Convertible Debenture”)~~2023, with ~~which~~a isfair ~~convertible~~market ~~into~~value ~~shares~~ of ~~the Company’s common stock, par value~~ $~~0.0001 (the “Common Stock”) (as converted~~30, ~~the “Conversion Shares”)~~000.

~~The Convertible Debenture~~On ~~bears~~April ~~interest~~3, at2024, awe ~~rate~~issued ~~of 10% per annum (15% on default) and has~~ a ~~maturity date of~~ one ~~(1)~~ -year. ~~The~~convertible ~~Convertible~~note ~~Debenture~~to ~~provides a~~Enza ~~conversion~~International ~~right,~~Ltd. infor ~~which any portion of~~ the aggregate principal amount of ~~the~~up ~~Convertible Debenture, together with any accrued but unpaid interest, may be converted into the Company’s Common Stock at a conversion price equal~~ to ~~80% of the lowest volume weighted average price of the Company’s Common Stock during the ten (10) trading days immediately preceding the date of conversion~~$500, ~~subject to adjustment~~000. The ~~Convertible~~note ~~Debenture~~bears ~~may~~an ~~not~~interest ~~be converted into common stock to the extent such conversion would result in the Investor beneficially owning more than 4.99%~~ of the Company’s outstanding Common Stock (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation may be waived by the Investor upon not less than 65 days’ prior notice to the Company. The Convertible Debenture provides the Company with a redemption right, pursuant to which the Company, upon fifteen (15) business days’ prior notice to the Investor, may redeem, in whole or in part, outstanding principal and interest under the Convertible Debenture at a redemption price equal to the principal amount being redeemed plus a redemption premium equal to 57% ofper ~~the~~annum ~~outstanding principal amount being redeemed plus outstanding~~ and ~~accrued~~matures ~~interest;~~on ~~however,~~November ~~the Investor shall have fifteen (15) business days after receipt of the Company’s redemption notice to elect to convert all or any portion of the Convertible Debenture~~13, ~~subject to the Beneficial Ownership Limitation~~2024.

~~June~~On April ~~2021~~3, ~~Convertible~~2024, ~~Loan~~we ~~Agreement~~issued ~~(YAII~~a one-year convertible note to Mechtech Industrial Ltd. for the aggregate principal amount of up to $500,000. PNThe note bears an interest of 7% per annum and matures on November 13, ~~Ltd~~2024.)

On ~~June~~May 79, ~~2021~~2024, the Company ~~entered~~ ~~into~~issued a ~~securities~~promissory ~~purchase~~note ~~agreement~~to 1800 Diagonal Lending LLC in the principal amount of $77,050 (the “~~Securities~~Diagonal ~~Purchase~~Lending ~~Agreement~~Note”). ~~with~~The ~~the~~Diagonal ~~Investor,~~Lending ~~pursuant~~Note tohad ~~which~~a ~~the~~one-time interest amount of $11,557. The Company ~~sold~~will ~~and~~prepay ~~issued~~the ~~convertible~~Diagonal ~~debentures~~Lending ~~(individually~~Note ain ~~“Convertible~~four ~~Debenture”~~payments and ~~collectively~~matures on February 15, ~~the~~2024, ~~“Convertible~~with a total ~~Debentures”)~~payback into the ~~aggregate~~Holder ~~amount~~ of ~~up to~~ $188,~~250,000~~607. (All principal on the ~~“Purchase~~Diagonal ~~Price”),~~Lending ~~which~~Note ~~are~~is convertible into shares of ~~the~~ ~~Company’s~~our common stock, ~~par~~in ~~value~~the ~~$0.0001~~event of (default with a conversion price of 65% multiplied by the “lowest Trading Price for the Common Stock”) ~~(as~~during ~~converted,~~ the ~~“Conversion~~ten ~~Shares”~~(10), Trading Days ofbefore ~~which:~~the Conversion Date.

(i) a Convertible Debenture (the “First Convertible Debenture”) in the principal amount of $500,000 (the “First Convertible Debenture Purchase Price”) was issued upon execution of the Securities Purchase Agreement (the “First Closing Date”); (ii) a Convertible Debenture (the “Second Convertible Debenture”) in the principal amount of $500,000 shall be issued within one (1) business day following the filing of a registration statement on Form SF-1 (the “Registration Statement”) under the Securities Act of 1933, as amended, registering the Conversion Shares issuable upon conversion of the Convertible Debentures with the Securities and Exchange Commission (the “SEC”); and (iii) a Convertible Debenture (the “Third Convertible Debenture”) in the principal amount of $250,000 (the “Third Convertible Debenture Purchase Price”) shall be issued within one (1) business day following the Registration Statement having been declared effective by the SEC.16

~~The Convertible Debentures~~New ~~bear~~Business ~~interest~~Direction — Emergency atResponse a rate of 10% per annum (15% on default) and have a maturity date of one (1) year. The Convertible Debentures provide a conversion right, in which any portion of the principal amount of the Convertible Debentures, together with any accrued but unpaid interest, may be converted into the Company’s Common Stock at a conversion price equal to 80% of the lowest volume weighted average price of the Company’s Common Stock during the ten (10) trading days immediately preceding the date of conversion, subject to adjustment. The Convertible Debentures may not be converted into common stock to the extent such conversion would result in the Investor beneficially owning more than 9.99% of the Company’s outstanding Common Stock (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation may be waived by the Investor upon not less than 65 days’ prior notice to the Company. The Convertible Debentures provide the Company with a redemption right, pursuant to which the Company, upon fifteen (15) business days’ prior notice to the Investor, may redeem, in whole or in part, outstanding principal and interest at a redemption price equal to the principal amount being redeemed plus a redemption premium equal to 5% of the outstanding principal amount being redeemed plus outstanding and accrued interest; however, the Investor shall have fifteen (15) business days after receipt of the Company’s redemption notice to elect to convert all or any portion of the Convertible Debentures, subject to the Beneficial Ownership Limitation.Technologies

InOn ~~connection~~January ~~with~~3, ~~the~~2024, ~~Securities~~Ilustrato Pictures International Inc. (“ILUS”) ~~Purchase~~acquired ~~Agreement~~a convertible note from YAII PN, ~~the~~LTD ~~Company~~with ~~executed~~outstanding aprincipal ~~registration~~and ~~rights~~accrued ~~agreement~~interest ~~(the~~of ~~“Registration~~$600,685 ~~Rights~~in ~~Agreement”)~~the ~~pursuant~~Company. toOn January 5, ~~which~~2024, itthe ~~was~~Company ~~required~~reissued a convertible note to ~~file~~ILUS who on the ~~Registration~~same ~~Statement~~day ~~with~~converted the ~~SEC~~note ~~for~~into ~~the~~150,753,425 ~~resale~~shares of common stock in the ~~Conversion~~Company. ~~Shares~~As a result of such conversion, ~~which~~Ilustrato ~~went~~acquired ~~effective~~control ~~on or~~of ~~about~~91.5% ~~August~~of 31the outstanding shares in SAML as of January 5, ~~2021~~2024.

As a result of these transactions, the ~~date~~Company ofis ~~this~~now ~~filing,~~focused on the ~~$424~~global public safety and technology,~~000~~ engineering, and manufacturing industries. Historically, the company has evolved out of the ~~Second~~public safety ~~Convertible~~sector ~~Debenture~~mainly through developing and ~~the~~manufacturing ~~full~~Emergency ~~$250~~Services products,~~000~~ ofincluding ~~the~~Emergency ~~Third~~Response ~~Convertible~~vehicles, ~~Debenture~~Special Vehicle ~~were~~conversions, ~~converted~~Commercial ~~into~~EVs, ~~shares~~and IoT Technology. The Company also intends to acquire complementary companies with disruptive technology, strong management, and potential for rapid growth that may benefit from the cross-pollination of ~~common~~territories, products, and skills offered ~~stock~~by our other group companies. We seek to pursue and execute acquisitions that accelerate our growth strategy.

19As a result of these transactions the results of Operations for the three months ended March 31, 2023, are comparing the results of the legacy luggage business with Emergency Response Technologies for the three months ended March 31, 2024.

~~April 2021 Convertible Loan Agreement (YAII~~Results ~~PN,~~of ~~Ltd.)~~Operations

~~On April 6, 2021, the Company~~Three ~~entered~~months ~~into~~ended ~~a Securities Purchase Agreement (“SPA”) with the Investor~~March 31, ~~pursuant to which the Investor invested $150~~2024,~~000, and~~ ~~the~~compared ~~Company issued a convertible debenture and warrants~~ to the ~~Investor.~~three ~~The~~months ~~$150~~ended March 31,~~000~~ ~~investment was provided upon signature of the SPA.~~2023

The investment bears interest at an annual rate of ten percent (10%) and will be repayable after two years. The investment will be convertible at any time into shares of the Company’s Common Stock at a conversion price equal to the lower of (a) $3.46, or (b) 80% of the lowest the daily dollar volume-weighted average price for the Company’s Common Stock during the 10 trading days immediately preceding the conversion date.Revenue

AsThe Company ~~part~~generates ofrevenues ~~the~~through ~~transaction,~~ the ~~Company~~sale ~~issued~~and todistribution ~~the~~of ~~Investor~~smart ~~warrants~~luggage toproducts. ~~purchase~~Revenues anduring ~~aggregate~~the ofthree ~~10,838~~months ~~shares~~ended ofMarch 31, 2024, ~~Common~~totaled ~~Stock~~$1,099,000 atcompared ~~an exercise price equal~~ to $~~3.46. The~~248,000 ~~term~~for ofthe ~~each~~three ~~warrant~~months isended ~~five~~March 31, ~~years from the issue date~~2023. ~~Each~~The ~~warrant~~increase ~~may~~in ~~be exercised by cash payment or through cashless exercise by~~ the ~~surrender~~total ofrevenue ~~warrant~~is ~~shares~~due ~~having~~ to a ~~value~~change ~~equal~~in tobusiness ~~the exercise price of the portion of the warrant being exercised~~direction.

~~Results of Operations~~F-17

~~Nine months ended September 30, 2023 compared to the nine months~~Costs ~~ended~~of ~~September 30, 2022~~Sales

~~Revenue~~Costs of sales consist of the purchase of raw materials and the cost of production. Cost of revenues during the three months ended March 31, 2024, totaled $779,000 compared to $146,000 for the three months ended March 31, 2023. The increase in the costs of sales is due to a change in business direction.

~~The Company generates revenues~~Gross ~~through the sale and distribution of smart luggage products and sales through the Sarah & Sam fashion brand. Revenues during the nine months ended September~~Profit ~~30, 2023 totaled $358,000 compared to $378,000 for the nine months ended September 30, 2022. The decrease in the total revenue is mainly due to decreased demand in the current period.~~

~~Costs~~During the three months ended March 31, 2024, Gross Profit totaled $320,000, representing a Gross Profit margin of ~~Sales~~25%. During the three months ended March 31, 2023, Gross Profit totaled $102,000.

~~Costs~~Operating of sales consist of the purchase of raw materials and the cost of production. Cost of sales during the nine months ended September 30, 2023 totaled $203,000 compared to $287,000 for the nine months ended September 30, 2022. The decrease in the costs of sales is mainly due to the decrease in sales.Expenses

~~Gross~~Operating expenses ~~Profit~~totaled $1,234,000 during the three months ended March 31, 2024, compared to $222,000 during the three months ended March 31, 2023. The increase in operating expenses is due to a change in business direction.

~~During~~Net ~~the nine months ended September 30, 2023, Gross~~ Profit ~~totaled $155,000, representing a Gross Profit margin of 43.30%. During the nine months ended September 30, 2022, Gross Profit totaled $91,000, representing a Gross Profit margin of 24.07%.~~/Loss

~~Operating~~We realized ~~Expenses~~a net loss of $993,000 for the three months ended March 31, 2024, as compared to a net loss of $238,000 for the three months ended March 31, 2023.

~~Operating~~Liquidity expenses totaled $541,000 during the nine months ended September 30, 2023, compared to $1,322,000 during the nine months ended September 30, 2022, representing a net decrease of $781,000. The decrease in the operating expenses is mainly due to a decrease in sales and ~~marketing activities~~Capital ~~resulting from less consulting services as well as a decrease in general and administrative expenses relating to a decrease in amortization of services receivable.~~Resources

~~Financing~~Liquidity is ~~Income~~the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate ~~(expenses)~~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.

~~Financing~~As ~~expense~~of ~~totaled~~March ~~$490~~31,~~000~~ ~~during~~2024, the ~~nine~~Company ~~months~~had ~~ended~~$157,000 ~~September~~of 30cash, ~~2023~~total ~~compared~~current toassets ~~a financing expense~~ of $~~469~~3,209,000 ~~during~~and ~~the~~total ~~nine~~current ~~months ended~~liabilities ~~September~~of 30$5,407,000 ~~2022 representing~~ creating a ~~net~~working ~~increase~~capital deficit of $212,198,000. ~~The~~As ~~increase~~of inDecember ~~the~~31, ~~financing~~2023, ~~expenses~~the isCompany ~~mainly~~had ~~due~~$12,000 toof acash, ~~loss~~total ~~from~~current ~~the movement~~assets inof ~~the~~$12,000, ~~fair~~and total ~~value~~current liabilities of ~~the~~2,064,000, ~~derivatives~~creating ~~partially offset by~~ a ~~decrease~~working incapital ~~interest~~deficit ~~expense~~of $2,052,000.

20The working capital deficit was mainly attributable to a change in business direction and legacy receivables from subsidiaries transferred from ILUS to SAML with the acquisition of the subsidiaries collectively called Emergency Response Technologies and the conversion of notes.

Net ~~Profit/Loss~~cash used in operating activities was $230,000 for the three months ended March 31, 2024, as compared to cash used in operating activities of $95,000 for the three months ended March 31, 2023. The Company’s primary uses of cash have been for general and administrative expenses and other working capital purposes.

WeNet ~~realized~~cash aused ~~net~~in ~~loss~~investing of activities was $~~876~~9,523,000 for the ~~nine~~ three months ended ~~September 30~~March 31, ~~2023~~2024, as compared to acash ~~net~~used ~~loss~~in investing activities of $~~1,700,000~~0 for the ~~nine~~three months ended ~~September 30~~March 31, 2023. ~~2022,~~The Company’s primary uses of cash have been for ~~the~~acquisition ~~reasons~~of ~~described~~a ~~above~~subsidiary collectively known as Emergency Response Technologies.

~~Three~~We ~~months~~have ~~ended~~principally ~~September~~financed 30our operations through the sale of our common stock and the issuance of debt. Due to our operational losses, ~~2023~~we ~~compared~~relied to ~~the~~a ~~Three~~large ~~months~~extent on financing our cash flow requirements ~~ended~~through ~~September~~the ~~30,~~issuance ~~2022~~of common stock and debt. There can be no assurance we will be successful in raising the necessary funds to execute our business plan.

~~Revenue~~F-18

~~The Company generates revenues~~Necessity ~~through the sale and distribution~~ of ~~smart~~Additional luggage products. Revenues during the three months ended September 30, 2023 totaled $9,000 compared to $235,000 for the three months ended September 30, 2022. The decrease in the total revenue is mainly due to decreased demand in the current period.Financing

~~Costs~~Securing additional financing is critical to the implementation of ~~Sales~~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 limited committed sources of financing.

~~Costs of sales consists of~~Going ~~the~~Concern purchase of raw materials and the cost of production. Cost of revenues during the three months ended September 30, 2023 totaled $17,000 compared to $206,000 for the three months ended September 30, 2022. The decrease in the costs of sales is mainly due to the decrease in sales.Consideration

~~Gross~~The above ~~Profit~~conditions ~~(Loss)~~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 led 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.

~~During~~To address ~~the~~these ~~three~~risks, ~~months~~we ~~ended~~must, ~~September~~among ~~30,~~other ~~2023~~things, implement and successfully execute our business and marketing strategy surrounding ~~Gross~~our ~~Loss~~products, ~~totaled~~continually $8develop and upgrade our website,~~000~~ respond to competitive developments, ~~representing~~lower aour ~~Gross~~financing ~~Loss~~costs, ~~margin~~and ofattract, retain 88and motivate qualified personnel.~~89%.~~ ~~During~~There ~~the~~can ~~three~~be ~~months~~no ~~ended~~assurance ~~September~~that ~~30,~~we ~~2022~~will be successful in addressing such risks, ~~Gross~~and ~~Profit~~the failure ~~totaled~~to ~~$29,000,~~do ~~representing~~so can have a ~~Gross~~material ~~Profit~~adverse ~~margin~~effect on our business prospects, financial condition and results of 12operations.~~34%.~~

~~Operating Expenses~~Seasonality

~~Operating expenses totaled~~We ~~$81,000~~do ~~during~~not ~~the~~expect ~~three~~our ~~months~~sales ~~ended September 30, 2023, compared~~ to ~~$417,000~~be ~~during~~impacted ~~the~~by ~~three~~seasonal ~~months~~demands ~~ended~~for ~~September~~our ~~30, 2022, representing a net decrease of $$336,000~~products. The decrease in the operating expenses is mainly due to a decrease in sales and marketing activities resulting from less consulting services as well as a decrease in general and administrative expenses relating to a decrease in amortization of services receivable.

~~Financing Income~~Off-Balance ~~(expenses)~~Sheet Arrangements

~~Financing~~We ~~expense~~have ~~totaled~~no ~~$598,000~~off-balance ~~during~~sheet ~~the three months ended September 30, 2023 compared to a financing expense of $81,000 during the three months ended September 30, 2022 representing a net increase of $517,000~~arrangements. ~~The increase in the financing expenses is mainly due to a loss from the movement in the fair value of the derivatives.~~

~~Net Profit/Loss~~ F-19

~~We realized a net loss of~~Item ~~$687,000~~3. ~~for~~- ~~the~~Quantitative ~~three~~and ~~months~~Qualitative ~~ended~~Disclosures ~~September~~about ~~30,~~Market ~~2023, as compared to a net loss of $469,000 for the three months ended September 30, 2022, for the reasons described above.~~Risk

21We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information necessary under this item.

~~Liquidity~~Item 4. ~~and~~- ~~Capital~~Controls ~~Resources~~and Procedures

~~Liquidity is the ability of~~Evaluation ~~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~~Disclosure ~~are~~Controls ~~funds generated by operations, levels of accounts receivable~~ and ~~accounts payable and capital expenditures.~~Procedures

AsWe ofevaluated ~~September~~the ~~30,~~effectiveness ~~2023,~~ of the ~~Company~~design ~~had~~and ~~$35,000~~operation of ~~cash,~~our ~~total~~disclosure controls ~~current~~and ~~assets~~procedures as of ~~$120,000,~~the end of the period covered by this Quarterly Report on Form 10-Q. The controls evaluation was conducted under the supervision and ~~total~~with ~~current~~the ~~liabilities~~participation of $2management,~~924,000,~~ ~~creating~~including aour ~~working~~Chief ~~capital~~Executive Officer and Chief Financial Officer. Disclosure ~~deficit~~controls ofand $2procedures are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act,~~804,000.~~ Assuch ofas ~~December~~this 31Quarterly Report on Form 10-Q, ~~2022~~is recorded, processed, summarized and reported within the ~~Company~~periods ~~had~~specified ~~$168,000~~in ofthe ~~cash,~~Commission’s ~~total~~rules ~~current~~and ~~assets~~forms. ofDisclosure ~~$345,000~~controls and ~~total~~procedures ~~current~~are ~~liabilities~~also designed to reasonably assure ofthat $2such information is accumulated and communicated to our management,~~320,000~~ ~~creating~~including athe ~~working~~Chief ~~capital~~Executive ~~deficit~~Officer ofand $1Chief Financial Officer,~~975,000~~ as appropriate to allow timely decisions regarding required disclosure.

~~The~~Based ~~increase~~on inthe controls evaluation, our ~~working capital~~Chief ~~deficit~~Executive ~~was~~Officer ~~mainly~~and ~~attributable~~Chief Financial toOfficer ~~decreases~~have ofconcluded ~~$133~~that,~~000~~ inas ~~cash~~of ~~and~~the ~~cash~~end ~~equivalents,~~of ~~$1,000~~the ofperiod ~~accounts~~covered ~~receivable,~~by ~~$83,000 in~~this ~~inventory,~~Quarterly ~~$8,000~~Report ofon ~~other~~Form 10-Q, ~~current~~our ~~assets~~disclosure controls and ~~increases~~procedures inwere ~~$86,000~~effective ofin ~~accounts~~providing ~~payable,~~reasonable ~~other~~assurance ~~current~~that ~~liabilities~~information ofrequired ~~$168,000,~~to ~~$40,000 of~~be ~~related~~disclosed ~~party~~in ~~payables,~~our ~~convertible~~Exchange ~~notes~~Act reports ~~payable~~is ofrecorded, ~~$59~~processed,~~000,~~ summarized and ~~$290,000~~reported inwithin the ~~fair~~time ~~value~~periods ofspecified by the ~~Conversion~~Commission, ~~Option~~and ~~Derivative~~that ~~Liability~~material information ~~partially~~relating ~~offset~~to byour ~~decreases~~company ofand ~~$4,000~~our ofconsolidated ~~deferred~~subsidiary ~~revenue,~~is ~~$34,000~~made ofknown ~~Notes~~to ~~payable~~management, ~~net~~including the Chief Executive Officer and $1Chief Financial Officer,~~000~~ inparticularly during the ~~fair~~period ~~value~~when ofour ~~the~~periodic ~~Warrant Derivative~~reports ~~Liability~~are being prepared.

~~Net cash used in operating~~Inherent ~~activities~~Limitations ~~was~~on ~~$117,000~~Effectiveness ~~for the nine months ended September 30, 2023, as compared to cash used in operating activities~~ of ~~$887,000 for the nine months ended September 30, 2022. The Company’s primary uses of cash have been for research and development expenses, sales and marketing expenses, and working capital purposes.~~Controls

WeOur management, ~~have~~including ~~principally financed~~ our ~~operations~~Chief ~~through~~Executive ~~the~~Officer ~~sale~~and ofChief Financial Officer, does not expect that our ~~common~~disclosure ~~stock~~controls and ~~the~~procedures or ~~issuance~~our ofinternal ~~debt~~control over financial reporting will prevent or detect all error and all fraud. ~~Due~~A tocontrol ~~our~~system, ~~operational~~no ~~losses~~matter how well designed and operated, wecan ~~relied~~provide toonly areasonable, ~~large~~not ~~extent on~~absolute, ~~financing~~assurance ~~our~~that ~~cash~~the ~~flow~~control ~~requirements~~system’s ~~through~~objectives ~~issuance~~will be met. The design of ~~common~~a ~~stock~~control system must reflect the fact that there are resource constraints, and ~~debt.~~the ~~There~~benefits ~~can~~of controls must be noconsidered relative ~~assurance~~to wetheir ~~will~~costs. beFurther, ~~successful~~because of the inherent limitations in all control systems, no evaluation of controls can provide absolute ~~raising~~assurance ~~the~~that ~~necessary~~misstatements ~~funds~~due to ~~execute~~error ~~our~~or ~~business~~fraud ~~plan~~will not occur or that all control issues and instances of fraud, if any, within a company have been detected.

~~Necessity~~Changes in ofInternal ~~Additional~~Control ~~Financing~~over Financial Reporting

~~Securing additional financing~~There iswere ~~critical~~no tochanges ~~the~~in ~~implementation of~~ our ~~business~~internal ~~plan.~~control Ifover ~~and~~financial ~~when~~reporting we(as ~~obtain~~defined ~~the~~in ~~required~~Rules ~~additional~~13a-15f ~~financing,~~and we15d-15f ~~should~~under bethe ~~able~~Exchange toAct) that ~~fully~~occurred ~~implement~~during ~~our business plan. In~~ the ~~event~~quarter weended ~~are~~March ~~unable~~31, to2023, ~~raise~~that ~~any~~have ~~additional~~materially ~~funds~~affected, weor ~~will~~that ~~not~~are bereasonably ~~able~~likely to ~~pursue~~materially affect, our ~~business plan,~~internal ~~and~~control weover ~~may~~financial ~~fail entirely~~reporting. ~~We currently have no committed sources of financing.~~

~~Going Concern Consideration~~2

~~The above conditions raise~~Part ~~substantial~~II: ~~doubt~~Other 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 led 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.Information

~~To address these risks, we~~Item ~~must,~~1 ~~among~~- ~~other~~Legal 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.Proceedings

~~Seasonality~~We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers, or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interests.

~~We do not expect our sales~~Item 1A. toRisk ~~be impacted by seasonal demands for our products.~~Factors

~~Off~~There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-~~Balance~~K ~~Sheet~~for ~~Arrangements~~the year ended December 31, 2023.

WeItem 2. Unregistered ~~have~~Sales noof ~~off-balance~~Equity ~~sheet arrangements.~~Securities and Use of Proceeds

22None.

Item 3. -Defaults ~~Quantitative~~upon ~~and~~Senior ~~Qualitative Disclosures about Market Risk~~Securities

~~We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information necessary under this item.~~None

Item 4. -Mine ~~Controls~~Safety ~~and Procedures~~Disclosures

~~Evaluation of Disclosure Controls and Procedures~~None

~~We conducted an evaluation~~Item ~~of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q~~5. ~~The~~Other controls evaluation was conducted under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Disclosure controls and procedures are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures are also designed to reasonably assure that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.Information

Based on the controls evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the Commission, and that material information relating to our company and our consolidated subsidiary is made known to management, including the Chief Executive Officer and Chief Financial Officer, particularly during the period when our periodic reports are being prepared.None

~~Inherent~~Item 6. ~~Limitations on Effectiveness of Controls~~Exhibits

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within a company have been detected.

Exhibit No.		Description
4.1*		Convertible Promissory Note, dated April 3, 2024, with Enza International Ltd.
4.2*		Convertible Promissory Note, dated April 3, 2024, with Mechtech Industrial Ltd.
4.3*		Convertible Promissory Note, dated March 12, 2024, with 1800 Diagonal Lending LLC
10.1		Assignment Agreement, dated as of January 3, 2024, ILUS International Inc. and YAII PN, Ltd. (incorporated by reference into the Company’s Form 10-k filed with the United States Securities and Exchange Commission on April 2, 2024)
10.2		Reissuance of note, dated as of January 5, 2024, Enza International Ltd. (incorporated by reference into the Company’s Form 10-k filed with the United States Securities and Exchange Commission on April 2, 2024)
10.3		Stock Purchase Agreement, dated as of January 12, 2024, Kyle Edward Comerford. (incorporated by reference into the Company’s Form 10-k filed with the United States Securities and Exchange Commission on April 2, 2024)
10.4		Convertible Promissory Note, dated as of January 23, 2024, 1800 Diagonal Lending LLC. (incorporated by reference into the Company’s Form 10-k filed with the United States Securities and Exchange Commission on April 2, 2024)
10.5		Stock Purchase Agreement, dated as of January 31, 2024, Cameron Canzellarini. (incorporated by reference into the Company’s Form 10-k filed with the United States Securities and Exchange Commission on April 2, 2024)
10.6		Stock Purchase Agreement, dated as of February 23, 2024, ILUS International Inc. (incorporated by reference into the Company’s Form 10-k filed with the United States Securities and Exchange Commission on April 2, 2024)
31.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
104*		Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101

~~Changes~~* inProvided ~~Internal Control over Financial Reporting~~herewith

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15f and 15d-15f under the Exchange Act) that occurred during the quarter ended September 30, 2023 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.3

23SIGNATURES

~~Part~~Pursuant to ~~II:~~the ~~Other~~requirements ~~Information~~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.

Item 1 - Legal Proceedings

SAMSARA LUGGAGE, INC.

Date:	May 31, 2024

By:	/s/ John-Paul Backwell
	John-Paul Backwell
Title:	Chief Executive Officer (principal executive and principal accounting and financial officer)

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interests.4

Item 1A. Risk Factors

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There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.		Description
2.1		Merger Agreement, dated May 10, 2019, among the Company, Avraham Bengio, and Samsara Luggage, Inc. (filed as Exhibit 10.1 to the Company’s Form 8-K filed on May 10, 2019 and incorporated herein by reference).
3.1		Articles of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Form S-1 (File No. 333-176969) filed on September 23, 2011 and incorporated herein by reference).
3.2		Certificate of Amendment to Articles of Incorporation (filed as Exhibit 3.1 to the Company’s current Report on Form 8-K filed on November 12, 2019 and incorporated herein by reference).
3.3		Articles of Merger (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on November 12, 2019 and incorporated herein by reference).
3.4		Amended Bylaws (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 14, 2019 and incorporated herein by reference).
3.5		Certificate of Change to Articles of Incorporation (filed as Exhibit 3.1 to the Company’s current report on Form 8-K filed on March 22, 2021 and incorporated herein by reference).
3.6		Certificate of Change to the Articles of Incorporation Form of Convertible Debenture (incorporated by reference into the Company’s Form 8-K filed with the United States Securities and Exchange Commission on March 22, 2021).
10.1		Securities Purchase Agreement, dated June 5, 2019, between the Company and YAII PN, Ltd. (filed as Exhibit 10.1 to the Company’s Form 8-K filed on June 7, 2019 and incorporated herein by reference).
10.2		Form of Share Purchase Agreement, signed on September 26, 2019, between the Company and investors who invested $500,000 in the Company (filed as Exhibit 10.1 to the Company’s Form 8-K filed on October 2, 2019 and incorporated herein by reference).

10.3		Assignment and Assumption Agreement, dated as of November 12, 2019, between the Company and Avraham Bengio (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 12, 2019 and incorporated herein by reference).
10.4		License Agreement dated as of July 18, 2019, between the Company and Sterling/Winters Company, a California corporation, doing business as Meharey MIVI LLC (filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed on February 3, 2020 and incorporated herein by reference).
10.5		Securities Purchase Agreement, dated June 25, 2020, between the Company and Power Up Lending Group Ltd. (filed as Exhibit 10.1 to the Company’s Form 10-Q filed on June 29, 2020 and incorporated herein by reference).
10.6		Securities Purchase Agreement, dated September 3, 2020, between the Company and YAII PN, Ltd. (filed as Exhibit 10.1 to the Company’s Form 8-K filed on September 4, 2020 and incorporated herein by reference).
10.7		Form of Convertible Debenture between the Company and YAII PN, Ltd. (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 4, 2020 and incorporated herein by reference).
10.8		Form of Warrant to Purchase Common Stock between the Company and YAII PN, Ltd. (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 4, 2020 and incorporated herein by reference).
10.9		Securities Purchase Agreement, signed April 6, 2021, between Samsara Luggage, Inc. and YAII PN, Ltd. (incorporated by reference into the Company’s Form 8-K filed with the United States Securities and Exchange Commission on April 7, 2021)
10.10		Form of Convertible Debenture (incorporated by reference into the Company’s Form 8-K filed with the United States Securities and Exchange Commission on April 7, 2021)
10.11		Form of Warrant to Purchase Common Stock (incorporated by reference into the Company’s Form 8-K filed with the United States Securities and Exchange Commission on April 7, 2021)
10.12		Securities Purchase Agreement, dated June 7, 2021, between the Company and YA II PN Ltd. (incorporated by reference into the Company’s Form 8-K filed with the United States Securities and Exchange Commission on June 10, 2021)
10.13		Convertible Debenture, dated June 7, 2021, between the Company and YA II PN Ltd. (incorporated by reference into the Company’s Form 8-K filed with the United States Securities and Exchange Commission on June 10, 2021)
10.14		Registration Rights Agreement, dated June 7, 2021, between the Company and YA II PN Ltd. (incorporated by reference into the Company’s Form 8-K filed with the United States Securities and Exchange Commission on June 10, 2021)
10.15		Securities Purchase Agreement, dated December 14, 2021, by and between the Company and YA II PN Ltd. (incorporated by reference into the Company’s Form 8-K filed with the United States Securities and Exchange Commission on December 14, 2021)
10.16		Convertible Debenture, dated December 14, 2021, by and between the Company and YA II PN Ltd. (incorporated by reference into the Company’s Form 8-K filed with the United States Securities and Exchange Commission on December 14, 2021)
14.1		Code of Ethics (filed as Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed on February 3, 2020 and incorporated herein by reference).
31*		Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Atara Dzikowski
32*		Section 906 Certification of the Sarbanes-Oxley Act of 2002 of Atara Dzikowski
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith

# The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

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.

	SAMSARA LUGGAGE, INC.
	(Registrant)
Date: November 20, 2023	By:	/s/ Atara Dzikowski
		Atara Dzikowski
		Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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