Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2024

☐ Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to__________

Commission File Number: 000-56239

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.)

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)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) 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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.

	☐ Large accelerated filer	☐ Accelerated filer
	☒ Non-accelerated filer	☒ Smaller reporting company
		☐ Emerging growth company

If an emerging growth company, indicate by check mark 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Securities registered pursuant to Section 12(b) of the Act: None

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 213,730,601 common shares as of August 21, 2024

EXPLANATORY NOTE

This Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the “Report”) including, but not limited to, the financial statements, related notes, and other information included herein has not been reviewed by the Company’s independent public accounting firm prior to the filing of this Report. On August 19, 2024, the Company engaged a new independent registered public accounting firm. The new independent registered public accounting firm will review this Form 10-Q and upon the completion of its review, the Company will file the requisite amendment to this Report.

TABLE OF CONTENTS

		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	2
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	5
Item 4:	Controls and Procedures	5

PART II – OTHER INFORMATION		6

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

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our financial statements included in this Form 10-Q are as follows:

F-1	Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and December 31,2023 (Audited);

F-2	Consolidated Statements of Operations for the six months ended June 30, 2024, and 2023 (Unaudited);

F-3	Consolidated Statement of Stockholders’ Equity (Deficit) for the periods ended June 30, 2024, and 2023 (Unaudited);

F-4	Consolidated Statement of Cash Flows for the six months ended June 30, 2024, and 2023 (Unaudited); and

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

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended June 30, 2024, are not necessarily indicative of the results that can be expected for the full year.

SAMSARA LUGGAGE, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per-share amounts)

(Unaudited)

	June 30, 2024			December 31, 2023
ASSETS	Not Reviewed			Audited
Current Assets
Cash and Cash Equivalents	$	173		$	12
Inventory		847			0
Accounts Receivable		870			0
Deposits		130			0
Other Current Assets		1,959			0
Total Current Assets		3,979			12

Non-Current Assets
Property and Equipment		69			0
Right-of-Use assets		55			0
Capital Work in Progress		655			0
Goodwill		8,978			0
Total Non-current Assets		9,757			0
Total Assets	$	13,736		$	12
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts Payable	$	1,812		$	327
Lease Operating Liabilities		21			0
Related Party Payable		234			193
Convertible Notes, net of discount		1,616			1,398
Other Current Liabilities		1,575			146
Total Current Liabilities		5,258			2,064

Non-Current Liabilities
Lease Operating Non-Current Portion		37			0
Other Non-Current Liabilities		145			0
Total Long-Term Liabilities		182			0
Total Liabilities		5,440			2,064
Stockholders’ Equity
Convertible and redeemable preferred A shares, $0.0001 par value, 1,000,000 shares authorized, 0 and 80,698 shares outstanding as of June 30, 2024, and December 31, 2023, respectively		0			0
Preferred B shares, $0.0001 par value, 1,000,000 shares authorized, 416,000 and 0 shares outstanding as of June 30, 2024, and December 31, 2023, respectively		0			0
Common stock; $0.001 par value; 200,000,000 shares authorized; 133,006,691and 127,129,694 shares issued and outstanding as of June 30, 2024, and December 31, 2023, respectively		21			1
Share Capital		-			66
Additional paid-in capital		21,911			10,625
Retained Earnings/accumulated Deficit		(13,778	)		(12,744	)
Noncontrolling interest		142			-
Total stockholders’ Equity		8,296			(2,052	)
Total liabilities and stockholders’ Equity	$	13,736		$	12

The accompanying notes are an integral part of these unaudited and not reviewed consolidated financial statements.

F-1

SAMSARA LUGGAGE, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per-share amounts)

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	30-Jun-24 Not Reviewed			30-Jun-23 Not Reviewed			30-Jun-24 Not Reviewed			30-Jun-23 Not Reviewed

Revenue		929			101			2,028			349

Cost of revenues		620			40			1,399			186

Gross profit		309			61			629			163

Operating expenses
Professional fees		115			0			181			0
General and administrative		469			238			1,706			460
Total operating expenses		584			238			1,887			460

Income (loss) from operations		(275	)		(177	)		(1,258	)		(297	)

Other (income) expenses
Interest expense		(0	)		51			3			164
Other Income		(15	)		(277	)		(9	)		(272	)
Total other (income) expense, net		(15	)		(226	)		(6	)		(108	)

Net Income (Loss)		(260	)		49			(1,252	)		(189	)
Less: net income attributable to noncontrolling interest		24			-			31
Net income (loss) attributable to SAML stockholders		(284	)		49			(1,283	)		(189	)

Weighted average common shares outstanding		102,292,594			7,078,754			199,175,526			6,043,236

Net income (loss) per common share - basic		(0.00	)		(0.00	)		(0.01	)		(0.03	)
Net income (loss) per common share - diluted		(0.00	)		0.00			(0.00	)		(0.03	)

The accompanying notes are an integral part of these unaudited and not reviewed condensed consolidated financial statements.

F-2

SAMSARA LUGGAGE, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Dollars in thousands, except per-share amounts)

(Unaudited)

	Preferred Stock					Common Stock				Additional Paid-in Capital		Minority Interest			Retain Loss			Total Equity
	Shares		Amount			Shares		Amount		Amount		Amount			Amount			Amount
Balance, December 31, 2023		0		66			13,922,414		1		10,626		0			(12,744	)		(2,052	)
Cancellation Series A				(66	)														(66	)
Conversion of Notes into shares		0		0			191,903,425		19		756		0			0			775
Issuance of shares for Services		0		0			3,333,334		0		83		0						84
Issuance of shares for Cash		0		0			4,571,428		0		80		0						80
Minority Interest		0		0			-		0		0		168						168
Issuance of Series B		352,500		35			-		0		8,428		0						8,463
Net Income													7			(1,000	)		(993	)
Balance March 31, 2024		352,500		35			213,730,601		20		19,972		175			(13,744	)		6,459

Issuance of shares for Services		63,500		0			0		0		1,905		0			0			1,905
Adjustment		0		(35	)		0		1		34		(57	)		249			192
Net Income				0			0		0		0		24			(284	)		(260	)
																			0
Balance June 30, 2024		416,000		0			213,730,601		21		21,911		142			(13,779	)		8,296

	Preferred Stock				Common Stock				Additional Paid-in Capital		Minority Interest		Retain Loss			Total Equity
	Shares		Amount		Shares		Amount		Amount		Amount		Amount			Amount

Balance, December 31, 2022		0		0		4,406,312		0		10,464		0		(12,600	)		(2,136	)
Conversion of Preferred A shares into common shares		0		0		1,481,840		1		40		0		0			41
Net Loss				0										(238	)		(238	)
Balance, March 31, 2023		0		0		5,888,152		1		10,504		0		(12,838	)		(2,333	)

Conversion of Preferred A shares into common shares		0		0		2,049,297		0		35		0		0			35
Stock Based Compensation		0		0		1,666,666		0		46		0		0			46
Net income				0		0		0		0		0		49			49
Balance June 30, 2023		0		0		9,604,115		1		10,585		0		(12,789	)		(2,203	)

The accompanying notes are an integral part of these unaudited and not reviewed consolidated financial statements.

F-3

SAMSARA LUGGAGE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands, except per-share amounts)

(Unaudited)

	June 30, 2024			June 30, 2023
Cash flows from operating activities	Not Reviewed			Not Reviewed
Loss for the period		(1,283	)		(189	)

Adjustment to reconcile net gain (loss) to net cash
Finance cost		3			46
Non-Cash Stock Compensation Expense		1,905			46
Expenses in respect of warrants issued and convertible component in convertible loan, net interest expenses		0			(271	)
Change in fair value of liability		0			(1	)
Depreciation - PPE		26			0
Other income		(9	)		0
Amortization		58			0
Changes in Assets and Liabilities, net
Current Assets		(3,806	)		79
Other Current Liabilities		3,194			217
Net cash (used in) provided by operating activities		88			(73	)

Cash flows from investing activities
Addition of Fixed Assets		(750	)		0
Right of use Assets		(55	)		0
Changes in non-current assets		(8,978	)		0
Net cash used in investing activities		(9,783	)		0

Cash flows from financing activities

Common Stock issued		20			0
Lease Finance		37			0
Additional Paid-up Capital		11,220			0
Changes in Retained Earnings & Minority Interest		(1,566	)		0
Note converted		145			(16	)
Net cash generated from financing activities		9,856			(16	)

Net increase/(decrease) in cash and cash equivalents		161			(89	)
Cash and cash equivalents at the beginning of the year		12			168
Cash and cash equivalents at end of the year		173			79

The accompanying notes are an integral part of these unaudited and not reviewed consolidated financial statements.

F-4

SAMSARA LUGGAGE, INC.

NOTES TO UNAUDITED AND NOT REVIEWED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (OUR HISTORY)

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 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.

New Business Direction — Emergency Response Technologies

As a result of these transactions, the Company is now focused on the global public safety and technology, engineering, and manufacturing industries. Historically, the company has evolved out of the public safety sector mainly through developing and manufacturing Emergency Services products, including Emergency Response vehicles, Special Vehicle conversions, Commercial EVs, 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 cross-pollination of territories, products, and skills offered by our other group companies. We seek to pursue and execute acquisitions that accelerate our growth strategy.

On February 23, 2024, Ilustrato Pictures International, Inc., entered into a Stock Purchase Agreement with Samsara Luggage Inc., and sold all its equity interests in seven companies owned by the Company:

●

Firebug Mechanical Equipment LLC

●

Georgia Fire & Rescue Supply LLC

●

Bright Concept Detection and Protection System LLC

●

Bull Head Products Inc

●

E-Raptor

●

The Vehicle Converters

●

AL Shola Al Modea Safety and Security LLC.

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 further milestone payment/s should applicable performance targets referenced in the share purchase agreement.

●

Firebug Mechanical Equipment LLC (Firebug Group – U.A.E.) was incorporated on May 8, 2017. ILUS acquired 100% of this company on January 26, 2021, under a signed Share Purchase Agreement. This company is engaged in the business of research and development of firefighting technologies as well as the manufacturing firefighting equipment and firefighting vehicles for its customers in the Middle East, Asia, and Africa.

●

Georgia Fire & Rescue Supply LLC (Georgia Fire) was incorporated on the January 21, 2003. ILUS acquired 100% of this company on March 31, 2022, under a signed Share Purchase Agreement. This company is engaged in the business of sales, distribution and servicing/maintenance of Firefighting, Rescue and Emergency Medical Services equipment.

●

Bright Concept Detection and Protection System LLC (BCD Fire) was incorporated on March 18, 2014. ILUS acquired 100% of this company on April 13, 2021, in connection a signed Share Purchase Agreement. This company is engaged in the business of sales, distribution, installation and maintenance of Fire Protection and Security systems.

F-5

	●	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.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements represent the results of operations, financial position, and cash flows of SAML, and all of its majority-owned or controlled subsidiaries are prepared in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP). All significant inter-company accounts and transactions have been eliminated.

Use of Estimates

A critical accounting estimate is an estimate that: (i) is made in accordance with generally accepted accounting principles, (ii) involves a significant level of estimation uncertainty and (iii) has had or is reasonably likely to have a material impact on the Company’s financial condition or results of operations.

The Company’s Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). The preparation of financial statements in accordance with U.S. GAAP requires management 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 based on historical experience and currently available information and various other assumptions that the Company believes to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and 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.

Significant estimates include estimates used to review the Company’s, impairments and estimations of long-lived assets, revenue recognition of Contract-based revenue, allowances for uncollectible accounts, and the valuations of non-cash capital stock issuances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

F-6

Fair value of financial instruments

The carrying value of cash, accounts payable, warrants, accrued expenses, and debt, short-term as well as long-term, is recorded at fair value. Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the 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.

Accounts receivable

Accounts receivables are recorded at the invoice amount less an allowance for credit losses. The allowance is an estimate based on historical collection experience, current and future economic and market conditions, and a review of the current status of each customer’s trade accounts receivable. Management evaluates the aging of the accounts receivable balances and the financial condition of its customers and all other forward-looking information that is reasonably available to estimate the amount of accounts receivable that may not be collected in the future and before recording the appropriate provision.

The duration of such receivables extends from 30 days to beyond 90 days. Payments are received only when a project is completed, and approvals are obtained. Provisions are created based on the estimated irrecoverable amounts determined by referring to past default experience and future economic and market conditions.

Inventories

In accordance with ASC 330, the Company states inventories at the lower of cost or net realizable value. Cost, which includes material, labor and overhead, is determined on a first-in, first-out basis. The Company makes adjustments to reduce the cost of inventory to its net realizable value, if required, for estimated excess, obsolete, zero usage or impaired balances. Factors influencing these adjustments include changes in market demand, product life cycle and engineering changes.

Property, Plant & Equipment

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

Property, Plant and Equipment			Years
Machinery			5 – 15
Vehicles			5 – 10
Furniture, Fixtures & Office Equipment			3 – 5

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.

Depreciation

Depreciation 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 June 30, 2024, belongs to Depreciation accounted for on Plant, Property and Equipment obtained as part of our subsidiary acquisition.

F-7

Deposits, Prepayments, & Advances

Advances have been paid to the suppliers in the ordinary course of business for the procurement of specialized services and equipment required to perform business activities. Prepayments are relating to trade license, rent and visa, payments are made in advance at time of issuance for different periods and then expense out monthly. Deposits are relating to refundable security payment of office& warehouse spaces and different utilities.

Stock-based compensation

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 are recognized as expense over the vesting period of the share-based instrument, net of estimated forfeitures.

In accordance with ASC 718, the Company will generally apply the same guidance to both employee and non-employee share-based awards. However, the Company will also follow specific guidance for share-based awards to non-employees related 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.

The Company 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.

Earnings (loss) per share

The 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 earnings 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.

Particulars	June 30, 2024			June 30, 2023
Basic and diluted EPS*
Numerator
Net income/(loss)		(1,283	)		(189	)
Net Income attributable to common stockholders		(1,283	)		(189	)
Denominator
Weighted average common shares outstanding		199,175,526			6,043,236
Number of shares used for basic EPS computation
Basic EPS		(0.01	)		(0.03	)
Number of shares used for diluted EPS computation*		615,175,526			6,043,236
Diluted EPS		(0.00	)		(0.03	)

Includes 26,552 issued warrants as of June 30, 2023.

Includes 26,552 issued warrants 416,000 Series B stocks converting into 416,000,000 common stocks as of June 30, 2024.

F-8

Income taxes

The Company accounts for income tax positions in accordance with Accounting Standards Codification Topic 740-10-50, “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 Company’s financial position or results of operations as a result of the application of this standard. Deferred tax assets have not been created as the major income of the 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.

Recently issued accounting pronouncements

The Company has evaluated all other recent accounting pronouncements and believes that none of them are expected to have a material effect on the Company’s financial position, results of operations, or cash flows.

Off-Balance Sheet Arrangements

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.

Lease liabilities

At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include, if any, the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate.

The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.

The Company’s subsidiary, Al Shola Safety & Security (ASSS), has entered into commercial leases of vehicles. These leases generally have a lease term of 4 years. The Company’s obligations under its leases are secured by the lessor’s title to the leased assets. There are no restrictions placed upon the Company by entering into these leases. The Company also has leases with terms of 12 months or less and leases with low value.

The Company has a Lease arrangement for which the liability has been recorded separately. The Company determines whether an arrangement contains a lease at inception. A lease liability and corresponding right of use (ROU) asset are recognized for qualifying leased assets based on the present value of fixed and certain index-based lease payments at lease commencement.

F-9

The Company’s obligations under its leases are secured by the lessor’s title to the leased assets. There are no restrictions placed upon the Company by entering into these leases. The Company determines if an arrangement is or contains a lease at contract inception and recognizes an ROU asset and a lease liability based on the present value of fixed, and certain index-based lease payments at the lease commencement date. Variable payments are excluded from the present value of lease payments and are recognized in the period in which the payment is made.

The Company generally uses its incremental borrowing rate as the discount rate for measuring its lease liabilities, as the Company cannot determine the interest rate implicit in the lease because it does not have access to certain lessor-specific information. Lease expense is recognized on a straight-line basis over the lease term. The Company does not have significant finance leases. The Company has elected not to separate payments for lease components from payments for non-lease components for all classes of leases. Additionally, the Company has elected the short-term lease recognition exemption for all leases that qualify, which means ROU assets and lease liabilities will not be recognized for leases with an initial term of twelve months or less.

When accounting for finance leases in accordance with ASC 842, an entity recognizes interest on the lease liability and amortization of the ROU asset in the income statement and classifies payments of the principal portion of the lease liability as financing activities and payments of interest on the lease liability as operating activities.

As of June 30, 2024, Lease liabilities are presented in the statement of financial position as:

	June 30, 2024		December 31, 2023
Lease - Current portion		21		0
Lease - Non-Current portion		37		0
Total		58		0

Right of Use Assets

The Company accounts for leases with escalation clauses in accordance with Accounting Standards Codification (ASC) 842, “Lease”.

In accordance with the principles of ASC 842, the Company recognizes both the assets and the liabilities arising from their leases. The lease liability is measured as the present value of lease payments while the lease assets is equal to the lease liability adjusted for certain items like prepaid rent and lease incentives.

The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognizes lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

The Company’s subsidiary Al Shola Safety & Security (ASSS), has entered into commercial leases of vehicles. The lease term is 4 years. The Company’s obligations under its leases are secured by the lessor’s title to the leased assets. There are no restrictions placed upon the Company by entering into these leases. The Company also has leases with lease terms of 12 months or less and leases with low value.

The Company has Lease arrangements for which the liability has been recorded separately. The Company determines whether an arrangement contains a lease at inception. A lease liability and corresponding right of use (ROU) asset are recognized for qualifying leased assets based on the present value of fixed and certain index-based lease payments at lease commencement.

The Company determines whether an arrangement contains a lease at inception. A lease liability and corresponding right of use (ROU) asset are recognized for qualifying leased assets based on the present value of fixed and certain index-based lease payments at lease commencement. To determine the present value of lease payments, the Company uses the stated interest rate in the lease, when available, or more commonly a secured incremental borrowing rate that reflects the risk, term, and economic environment in which the lease is denominated. The Company has elected not to recognize ROU assets or lease liabilities for leases with a term of twelve months or less. Expense is recognized on a straight-line basis over the lease term for operating leases.

F-10

The Company recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the number of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received and estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease unless those costs are incurred to produce inventories. Unless the Company is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term as follows:

When accounting for finance leases in accordance with ASC 842, the entity recognizes interest on the lease liability and amortization of the ROU asset in the income statement and classifies payments of the principal portion of the lease liability as financing activities and payments of interest on the lease liability as operating activities.

Vehicles: 4 years

Right-of-use assets are subject to impairment review, amounts in thousands.

	Buildings	Vehicrles	Total
Carrying value as of January 1, 2024	0	0	0
Addition during H1 2024	0	60	60
Disposal/Transfer H1 2024	0	0	0
Charged Depreciation H1 2024	0	5	5
Carrying value June 30, 2024	0	55	55

Goodwill

Goodwill represents the cost of acquired companies in excess of the fair value of the net assets at the acquisition date and is subject to annual impairment. Goodwill is the excess of the purchase price paid for an acquired entity and the amount of the price not assigned to acquired assets and liabilities. It arises when an acquirer pays a high price to acquire a business. This asset only arises from an acquisition, and it 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 Company accounts for business combinations by estimating the fair value of the consideration paid for acquired businesses and assigning that amount to the fair values of assets acquired and liabilities assumed, with the remainder assigned to goodwill. If the fair value of assets acquired and liabilities assumed exceeds the fair value of consideration paid, a gain on bargain purchase is recognized. The estimates of fair values are determined utilizing customary valuation procedures and techniques, which require us, among other things, to estimate future cash flows and discount rates. Such analyses involve significant judgments and estimations.

The Company follows the guidance prescribed in Accounting Standards Codification (“ASC”) 350, Goodwill and Other Intangible Assets, to test goodwill and intangible assets for impairment annually if an event occurs or circumstances change which indicates that its carrying amount may not exceed its fair value.

The Company acquired 100% of Emergency Response Technologies Inc. on February 23, 2024. The consideration for the assets was 350,000 restricted shares of Series B stock of SAML convertible into 350,000,000 common stocks with a fair market value of $8,072,580. The company holds long-term investments of 8,400,000 as of June 30, 2024, and $0 as of December 31, 2023. The net value of ERT assets acquisition ($577,129) against the purchase price, difference move to goodwill $8,977,877.

Revenue Recognition

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 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.

F-11

NOTE 3. GOING CONCERN

The accompanying consolidated financial statements have been prepared 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.

Management 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.

SAML has planned future acquisitions, and we intend to disclose these acquisitions, as they happen, in our ongoing reports with the Securities and Exchange Commission. Over the next twelve months management plans to use borrowings and security sales to mitigate the effects of cash flow deficits; however, no assurance can be given that debt or equity financing, if and when required, will be available.

NOTE 4. CURRENT ASSETS

Other Current Assets

Year	June 30, 2024 (unaudited)		December 31, 2023
Discount on Advance Receipts		144		0
Accrual of discount on notes		24		0
Deferred Expenses – Consultancy		1,786		0
Misc. Other Current Assets		4		0
Promotional Items on Hand		2		0
Total other current assets		1,959		0

Accounts Receivables:

Accounts receivables are recorded at face value less an allowance for credit losses. The allowance is an estimate based on historical collection experience, current and future economic and market conditions, and a review of the current status of each customer’s trade accounts receivable. Management evaluates the aging of the accounts receivable balances the financial condition of its customers and all other forward-looking information that is reasonably available to estimate the amount of accounts receivable that may not be collected in the future and before recording the appropriate provision.

Accounts receivable arise from our subsidiaries in ERT consolidated as of June 30, 2024. The duration of such receivables extends from 30 days to beyond 90 days. Payments are received only when a project is completed, and approvals are obtained. Provisions are created based on the estimated irrecoverable amounts determined by referring to past default experiences.

Accounts Receivables Ageing	June 30, 2024 (unaudited)
1-30 days		114
31-60 days		64
61-90 days		63
+90 days		629
Total		870

F-12

NOTE 5. NON-CURRENT ASSETS

Property, Plant and Equipment

Depreciation on tangible assets in accordance with ASC 360.

	Plant & Machinery		Furniture, Fixtures & Office Equipment		Vehicles		Total
Carrying value as of January 1, 2024		41		14		34		89
Addition during Q1 2024		0		0		0		0
Charged Depreciation Q1 2024		4		2		5		11
Carrying value March 31, 2024		37		12		29		78
Addition during Q2 2024		0		0		0		0
Charged Depreciation Q2 2024		3		2		5		10
Carrying value June 30, 2024		34		11		24		69

NOTE 6. CURRENT LIABILITIES

Accounts Payable

Current liabilities with a total of $5,258K as of June 30, 2024, include accounts payable of $1,812K with aging as per below and related parties amounting to $234K.

Accounts Payables Ageing	June 30, 2024 (unaudited) (U.S. dollars in thousands)

0-30 days		48
31-60 days		50
61-90 days		84
+90 days		1,630
Total		1,812

Related Parties Payable

	June 30, 2024			December 31, 2023
	(U.S. dollars in thousands)
Ilus International		248			0
Related parties payable due to previous CEO		(14	)		193
Total		234			193

On March 28, 2024, the company entered into an Asset Purchase Agreement of the luggage company’s legacy assets with Atara Feiglin Dzikowski. The legacy assets had an audited book value of $78,754.69 as of December 31, 2023, consisting of luggage inventory and cash or cash equivalents. The consideration paid by the Buyer for the sale of the legacy assets was a cancellation of 1,666,666 common stock granted for consultancy in an agreement dated January 8, 2024. Further, a liability of $186,200 to Ms. Dzikowski was settled as part of the consideration for the legacy assets purchase and removal of liability for design boxes amounting to $7,500.

F-13

NOTE 7. NON-CURRENT LIABILITIES

Convertible 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 new notes and Debenture were issued with the remaining Principal and Accumulated Interest and at a fixed conversion price of $0.004 and filed as exhibits to the Company’s Form 10-K

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.

Details of Convertible notes/Debentures outstanding as of June 30, 2024:

One-year convertible debenture reissued on December 12, 2023, in the principal amount of $627,400 to Enza International ltd. 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.

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.

One-year convertible debenture 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.

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 3, 2024, we issued a one-year convertible note to Enza International Ltd. for the aggregate principal amount of up to $500,000. The note bears an interest of 7% per annum and matures on November 13, 2024.

On April 3, 2024, we issued a one-year convertible note to Mechtech Industrial Ltd. for the aggregate principal amount of up to $500,000. The note bears an interest of 7% per annum and matures on November 13, 2024.

On May 9, 2024, the Company issued a promissory note to 1800 Diagonal Lending LLC in the principal amount of $77,050 (the “Diagonal Lending Note”). The Diagonal Lending Note had a one-time interest amount of $11,557. The Company will prepay the Diagonal Lending Note in four payments and matures on February 15, 2024, with a total payback to the Holder of $88,607. All principal on the Diagonal Lending Note is convertible into shares of our common stock in the event of default with a conversion price of 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Days before the Conversion Date.

On June 21, 2024, the Company issued a promissory note to 1800 Diagonal Lending LLC in the principal amount of $117,300 (the “Diagonal Lending Note”). The Diagonal Lending Note had a one-time interest amount of $15,249. The Company will prepay the Diagonal Lending Note in nine payments and matures on March 30, 2025, with a total payback to the Holder of $132,549. All principal on the Diagonal Lending Note is convertible into shares of our common stock in the event of default with a conversion price of 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Days before the Conversion Date.

F-14

Options and Warrants

In accordance with ASC 470, warrants have been classified as a liability and recorded at their exercise price. The Company had 26,552 issued warrants as of June 30, 2024:

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

NOTE 8 – STOCKHOLDERS’ EQUITY

Minority Interest

The Company acquired 100% 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.

Common and Preferred Stock

From January 1, 2023, to June 30, 2023, we made the following issuances:

On January 20, 2023, and pursuant to the SPA, the Preferred A Investor exercised its option to convert 10,000 shares of Series A Preferred Stock into 219,710 shares of Common Stock of the Company.

On February 2, 2023, and pursuant to the SPA, the Preferred A Investor exercised its option to convert 9,300 shares of Series A Preferred Stock into 229,163 shares of Common Stock of the Company.

On February 17, 2023, and pursuant to the SPA, the Preferred A Investor exercised its option to convert 9,000 shares of Series A Preferred Stock into 240,155 shares of Common Stock of the Company.

On March 2, 2023, and pursuant to the SPA, the Preferred A Investor exercised its option to convert 6,262 shares of Series A Preferred Stock into 250,000 shares of Common Stock of the Company.

On March 13, 2023, and pursuant to the SPA, the Preferred A Investor exercised its option to convert 6,650 shares of Series A Preferred Stock into 265,504 shares of Common Stock of the Company.

On March 28, 2023, and pursuant to the SPA, the Preferred A Investor exercised its option to convert 7,000 shares of Series A Preferred Stock into 277,308 shares of Common Stock of the Company.

During the six months ended June 30, 2023, and pursuant to the Series A SPA, the Preferred A Investor exercised its option to convert 89,532 shares of Series A Preferred Stock into 3,531,137 shares of Common Stock of the Company.

On June 6, 2023, the Company issued 1,666,666 shares of Common Stock to executives on the Company as Stock-based compensation with a fair value of $46.

On May 12, 2022, the Company established a series 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”).

On May 17, 2022, 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 the Company issued and sold to the Preferred A Investor 148,062 shares of Series A Preferred Stock for a purchase price of $129, of which the Company received proceeds of $125, net of issuance costs. The Company has accounted for the Series A Preferred Stock as mezzanine equity.

F-15

From January 1, 2024, to June 30 , 2024, we made the following issuances:

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.

On January 18, 2024, 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.

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.

On February 2, 2024, 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.

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.

On February 7, 2024, 80,698 shares of Series A stocks held by 1800 Diagonal Lending LLC were canceled as were fully redeemed and returned to treasury.

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.

On 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.

●

Firebug Mechanical Equipment LLC

●

Georgia Fire & Rescue Supply LLC

●

Bright Concept Detection and Protection System LLC

●

Bull Head Products Inc

●

E-Raptor

●

The Vehicle Converters

●

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

The 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.

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

On March 15, 2024, 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.

F-16

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

On April 3, 2024, we issued 30,000 shares of Series B preferred stock to John-Paul Backwell pursuant to his employment agreement dated January 5, 2023, with a fair market value of $900,000.

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

On April 3, 2024, we issued 5,000 shares of Series B preferred stock to Daniel Thomas Peters pursuant to a consultancy agreement dated January 5, 2023, with a fair market value of $150,000.

On April 3, 2024, we issued 2,500 shares of Series B preferred stock to Annemarie Leo-Smith pursuant to a consultancy agreement dated January 5, 2023, with a fair market value of $75,000.

On April 3, 2024, we issued 1,000 shares of Series B preferred stock to Aleksandar Savic pursuant to a consultancy agreement dated January 5, 2023, with a fair market value of $30,000.

NOTE 10 – SUBSEQUENT EVENTS

In accordance with ASC 855 “Subsequent Events,” Company management reviewed all material events through the date this report was issued, and the following subsequent events took place.

On July 05, 2024, we issued 15,000 shares of Series B preferred stock to Louise Bennett pursuant to a consultancy agreement dated January 5, 2023, with a fair market value of $151,000.

On July 05, 2024, we issued 35,000 shares of Series B preferred stock to Nicolas Link pursuant to a consultancy agreement dated January 5, 2023, with a fair market value of $353,000.

On July 05, 2024, we issued 4,580 shares of Series B preferred stock to Narinder Chadha persuant to a loan agreement with Bright Concept Detection & Protection System LLC, with a fair market value of $46,258.

On July 05, 2024, we issued 10,000 shares of Series B preferred stock to Jason Brown pursuant to a consultancy agreement dated January 5, 2023, with a fair market value of $101,000.

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbour provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe-harbour provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors that could have a material adverse effect on our operations and prospects on a consolidated basis include but are not limited to changes in economic conditions, incorporating acquisitions, changes in the supply chain for raw materials, effects of Covid and wars, including the Ukraine war, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

F-17

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include but are not limited to changes in economic conditions, incorporating acquisitions, changes in the supply chain for raw materials, effects of Covid and wars, including the Ukraine war, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

General

The following is a discussion by management of its view of the Company’s business, financial condition, and corporate performance for the past year. The purpose of this information is to give management’s recap of the past year, and to give an understanding of management’s current outlook for the near future. This section is meant to be read in conjunction with the Financial Statements of the period Report on Form 10-Q.

Overview

SAML is a Nevada Corporation that is majority-owned by ILUS. SAML functions as the Emergency & Response subsidiary of ILUS and provides strategic management oversight to its operating businesses, which includes, but is not limited to: financial and administrative management, sales, marketing, and human resources support.

Factors Affecting Our Performance

The primary factors affecting our results of operations include but not limited to:

General Macro Economic Conditions

Our business is impacted by the global economic environment, employment levels, consumer confidence, government, and municipal spending. Global instability in securities markets and the Russian invasion of Ukraine are among other factors that can impact our financial performance. In particular, changes in the U.S. economic climate can impact the demand of our product range. The Industrial and Manufacturing sectors are impacted by the overall economic environment as addressed in the risk factors. Tenders can be withdrawn and lead times for the manufacturing can be affected which can result in cancellation of orders if not delivered on time.

New Business Direction — Emergency Response Technologies

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 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. As a result of such conversion, Ilustrato acquired control of 91.5% of the outstanding shares in SAML as of January 5, 2024.

As a result of these transactions, the Company is now focused on the public safety and emergency response sector. Historically, the company has evolved out of the emergency response sector mainly through developing and manufacturing Emergency Services products, including Emergency Response vehicles, Special Vehicle conversions, Commercial EVs, 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 territories, products, and skills offered by our other group companies. We seek to pursue and execute acquisitions that accelerate our growth strategy.

As a result of these transactions the results of Operations for the three and six months ended June 30, 2023, are comparing the results of the legacy luggage business with Emergency Response Technologies for the three and six months ended June 30, 2024.

Planned Developments

In the second half of 2024, the Company will allocate resources to its operating subsidiaries in a continued effort to increase efficiency, drive increased sales and positively impact their financial results. The Company intends to acquire new operating businesses to further its expansion.

Results of Operations for the Six & Three months ended June 30, 2024, and June 30, 2023

Revenue

The Company generated revenues through the sale and distribution of smart luggage products and following the aforementioned change in business direction, through the sale of public safety and emergency response products and services. Revenues during the six months ended June 30, 2024, totaled $2028k compared to $349k for the six months ended June 30, 2023. The increase in the total revenue is due to the acquisitions.

The Company generated revenues through the sale and distribution of smart luggage products and following the aforementioned change in business direction, through the sale of public safety and emergency response products and services. Revenues during the three months ended June 30, 2024, totaled $929k compared to $01k for the three months ended June 30, 2023. The increase in the total revenue is due to the acquisitions.

Costs of Sales

Costs of sales consist of the purchase of raw materials, the cost of production and labor. Cost of revenues during the six months ended June 30, 2024, totaled $1,399k compared to $186K for the six months ended June 30, 2023. The increase in the costs due to the acquisitions.

Costs of sales consist of the purchase of raw materials, the cost of production and labor. Cost of revenues during the three months ended June 30, 2024, totaled $620k compared to $40K for the six months ended June 30, 2023. The increase in the costs due to the acquisitions.

Gross Profit

During the six months ended June 30, 2024, Gross Profit totaled $629K, representing a Gross Profit margin of 31%. During the six months ended June 30, 2023, Gross Profit totaled $163K.

During the three months ended June 30, 2024, Gross Profit totaled $309K, representing a Gross Profit margin of 33,26%. During the three months ended June 30, 2023, Gross Profit totaled $61K.

Operating Expenses

Operating expenses totaled $1,887K during the six months ended June 30, 2024, compared to $460K during the six months ended June 30, 2023. The increase in operating expenses is due to acquisitions.

Operating expenses totaled $584K during the three months ended June 30, 2024, compared to $238K during the three months ended June 30, 2023. The increase in operating expenses is due to acquisitions.

Net Profit/Loss

Company realized a net loss of $1,283K for the six months ended June 30, 2024, as compared to a net loss of $189K for the six months ended June 30, 2023.

Company realized a net loss of $284K for the three months ended June 30, 2024, as compared to a net profit of $49K for the three months ended June 30, 2023.

The increased Net Loss is due to the change in business direction, decreased sales in certain operating businesses and increased operating expenses in 2024.

Liquidity and Capital Resources

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

As of June 30, 2024, the Company had $173K of cash, total current assets of $3,979K and total current liabilities of $5,258K creating a working capital deficit of $K,279. As of December 31, 2023, the Company had $12K of cash, total current assets of $12K, and total current liabilities of 2,064K, creating a working capital deficit of $2,052K.

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

Net cash generated from operating activities was $88K for the six months ended June 30, 2024, as compared to cash used in operating activities of $73K for the six months ended June 30, 2023. The Company generates cash through revenue and uses cash for general and administrative expenses and other working capital purposes.

Net cash used in investing activities was $9,783K for the six months ended June 30, 2024, as compared to cash used in investing activities of $0 for the six months ended June 30, 2023. The Company’s primary uses of cash have been for acquisition of the subsidiary collectively known as Emergency Response Technologies.

Net cash in from finance activities was $9,856K for the six months ended June 30, 2024, as compared to cash finance activities of $(16)K, for the six months ended June 30, 2023. The Company primarily generated cash from issuance of shares and loans.

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

Necessity of Additional Financing

Securing additional financing is critical to the implementation of our business plan. If and when we obtain the required additional financing, we should be able to fully implement our business plan. In the event we are unable to raise any additional funds we will not be able to pursue our business plan, and we may fail entirely. We currently have limited committed sources of financing.

Going Concern Consideration

The above conditions raise substantial doubt about our ability to continue as a going concern. Our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that 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.

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

Seasonality

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

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. - Quantitative and Qualitative Disclosures about Market Risk

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.

Item 4. - Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We evaluated 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. The 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 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.

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 in providing 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.

Inherent Limitations on Effectiveness of Controls

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.

Changes in Internal Control over Financial Reporting

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 March 31, 2023, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Part II: Other Information

Item 1 - Legal Proceedings

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.

Item 1A. Risk Factors

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, 2023.

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

None.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

Item 6. Exhibits

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
4.4**		Convertible Promissory Note, dated May 9, 2024, with 1800 Diagonal Lending LLC
4.5**		Convertible Promissory Note, dated June 21, 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

Provided Previously

Provided Herein

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.

Date:	August 21, 2024

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

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Exhibit 4.4

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

THE ISSUE PRICE OF THIS NOTE IS $77,050.00

THE ORIGINAL ISSUE DISCOUNT IS $10,050.00

Principal Amount: $77,050.00	Issue Date: May 9, 2024
Purchase Price: $67,000.00

PROMISSORY NOTE

FOR VALUE RECEIVED, SAMSARA LUGGAGE, INC., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, or registered assigns (the “Holder”) the sum of $77,050.00 together with any interest as set forth herein, on February 15, 2025 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The following terms shall apply to this Note:

ARTICLE I. GENERAL TERMS

1.1 Interest. A one-time interest charge of fifteen percent (15%) (the “Interest Rate”) shall be applied on the Issuance Date to the Principal ($77,050.00 * fifteen percent (15%) = $11,557.00). Interest hereunder shall be paid as set forth herein to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in cash or, in the Event of Default, at the Option of the Holder, converted into share of Common Stock as set forth herein.

1.2 Mandatory Monthly Payments. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in four (4) payments as follows:

Payment Date	Amount of Payment
November 15, 2024	$	53,164.20
December 15 2024	$	11,814.27
January 15, 2025	$	11,814.27
February 15, 2025	$	11,814.27

(a total payback to the Holder of $88,607.00).

The Company shall have a five (5) day grace period with respect to each payment. The Company has right to prepay in full at any time with no prepayment penalty. All payments shall be made by bank wire transfer to the Holder’s wire instructions, attached hereto as Exhibit A. For the avoidance of doubt, a missed payment shall be considered an Event of Default.

ARTICLE II. CERTAIN COVENANTS

2.1 Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.1 Failure to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise and such breach continues for a period of five (5) days after written notice from the Holder.

3.2 Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of twenty (20) days after written notice thereof to the Borrower from the Holder.

3.3 Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.4 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

3.5 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

3.6 Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

3.7 Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

3.8 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.9 Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

3.10 Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.11 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

3.12 Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.

Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Article IV hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, to convert the balance owed pursuant to the note including the Default Amount into shares of common stock of the Company as set forth herein.

ARTICLE IV. CONVERSION RIGHTS

4.1 Conversion Right. At any time following an Event of Default, the Holder shall have the right, to convert all or any part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit B(the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 4.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”); however, if the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion Date shall be the next business day. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 4.4 hereof.

The Holder shall be entitled to deduct $1,500.00 from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion. Any additional expenses incurred by Holder with respect to the Borrower’s transfer agent, for the issuance of the Common Stock into which this Note is convertible into, shall immediately and automatically be added to the balance of the Note at such time as the expenses are incurred by Holder.

4.2 Conversion Price. The conversion price (the “Conversion Price”) shall mean 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the Conversion Date (representing a discount rate of 35%) (subject to equitable adjustments by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

4.3 Authorized Shares. The Borrower covenants that during the period that the Note is outstanding, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved four times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Note in effect from time to time initially 45,591,715 shares) (the “Reserved Amount”). The Reserved Amount shall be increased from time to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under this Note.

4.4 Method of Conversion.

(a) Mechanics of Conversion. As set forth in Section 4.1 hereof, at any time following an Event of Default, the balance due pursuant to this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 4.4(b), surrendering this Note at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion.

(c) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 4.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.

(d) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian (“DWAC”) system.

(e) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver Fee”); provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 4.4(e) are justified.

4.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 4.5 and who is an Accredited Investor (as defined in the Purchase Agreement).

Any restrictive legend on certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act; or otherwise may be sold pursuant to an exemption from registration. In the event that the Company does not reasonably accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), it will be considered an Event of Default pursuant to this Note.

4.6 Effect of Certain Events.

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 4.6(b) unless (a) it first gives, to the extent practicable, ten (10) days prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

ARTICLE V. MISCELLANEOUS

5.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

5.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or electronic mail, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by electronic mail, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Borrower, to:

SAMSARA LUGGAGE, INC.

135 East 57th Street, Suite 18-130

New York, New York 10022

Attn: John-Paul Backwell, Chief Executive Officer

Email: jp.backwell@ert-international.com

If to the Holder:

1800 DIAGONAL LENDING LLC

1800 Diagonal Road, Suite 623

Alexandria VA 22314

Attn: Curt Kramer, President

Email: ckramer6@bloomberg.net

5.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

5.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement; and may be assigned by the Holder without the consent of the Borrower.

5.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

5.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the Circuit Court of Fairfax County, Virginia or in the Alexandria Division of the United States District Court for the Eastern District of Virginia. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any objection or defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The Holder shall be entitled to recover from the Borrower its reasonable attorney’s fees and costs incurred in connection with or related to any Event of Default by the Company, as defined in Article III hereof. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof or any agreement delivered in connection herewith. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

5.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

5.8 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on May 9, 2024

SAMSARA LUGGAGE, INC.

By:	/s/ John-Paul Backwell
	John-Paul Backwell
	Chief Executive Officer

EXHIBIT A – WIRE INSTRUCTIONS

[to be provided via email]

EXHIBIT B -- NOTICE OF CONVERSION

The undersigned hereby elects to convert $ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of SAMSARA LUGGAGE, INC., a Nevada corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of May 9, 2024 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

☐

The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

Name of DTC Prime Broker:

Account Number:

☐

The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

	Date of conversion:
	Applicable Conversion Price:	$_____________________________________
	Number of shares of common stock to be issued pursuant to conversion of the Notes:
	Amount of Principal Balance due remaining under the Note after this conversion:

	1800 DIAGONAL LENDING LLC

	By:
	Name: Curt Kramer
	Title: President
	Date:

Exhibit 4.5

THE ISSUE PRICE OF THIS NOTE IS $117,300.00

THE ORIGINAL ISSUE DISCOUNT IS $15,300.00

Principal Amount: $117,300.00	Issue Date: June 21, 2024
Purchase Price: $102,000.00

PROMISSORY NOTE

FOR VALUE RECEIVED, SAMSARA LUGGAGE, INC., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, or registered assigns (the “Holder”) the sum of $117,300.00 together with any interest as set forth herein, on March 30, 2025 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

The following terms shall apply to this Note:

ARTICLE I. GENERAL TERMS

1.1 Interest. A one-time interest charge of thirteen percent (13%) (the “Interest Rate”) shall be applied on the Issuance Date to the Principal ($117,300.00 * thirteen percent (13%) = $15,249.00). Interest hereunder shall be paid as set forth herein to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in cash or, in the Event of Default, at the Option of the Holder, converted into share of Common Stock as set forth herein.

1.2 Mandatory Monthly Payments. Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments each in the amount of $14,727.67 (a total payback to the Holder of $132,549.00). The first payment shall be due July 30, 2024 with eight (8) subsequent payments on the last day of each month thereafter. The Company shall have a five (5) day grace period with respect to each payment. The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty. All payments shall be made by bank wire transfer to the Holder’s wire instructions, attached hereto as Exhibit A. For the avoidance of doubt, a missed payment shall be considered an Event of Default.

ARTICLE II. CERTAIN COVENANTS

ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.8 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

ARTICLE IV. CONVERSION RIGHTS

4.3 Authorized Shares. The Borrower covenants that during the period that the Note is outstanding, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved four times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Note in effect from time to time initially 55,000,000 shares) (the “Reserved Amount”). The Reserved Amount shall be increased from time to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under this Note.

4.4 Method of Conversion.

4.6 Effect of Certain Events.

ARTICLE V. MISCELLANEOUS

If to the Borrower, to:

SAMSARA LUGGAGE, INC.

135 East 57th Street, Suite 18-130

New York, New York 10022

Attn: John-Paul Backwell, Chief Executive Officer

Email: jp.backwell@ert-international.com

If to the Holder:

1800 DIAGONAL LENDING LLC

1800 Diagonal Road, Suite 623

Alexandria VA 22314

Attn: Curt Kramer, President

Email: ckramer6@bloomberg.net

5.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

5.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on June 21, 2024

SAMSARA LUGGAGE, INC.

By:	/s/ John-Paul Backwell
	John-Paul Backwell
	Chief Executive Officer

EXHIBIT A – WIRE INSTRUCTIONS

[to be provided via email]

EXHIBIT B -- NOTICE OF CONVERSION

The undersigned hereby elects to convert $ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of SAMSARA LUGGAGE, INC., a Nevada corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of June 21, 2024 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

☐

Name of DTC Prime Broker:

Account Number:

☐

	Date of conversion:
	Applicable Conversion Price:	$
	Number of shares of common stock to be issued pursuant to conversion of the Notes:
	Amount of Principal Balance due remaining under the Note after this conversion:

	1800 DIAGONAL LENDING LLC

	By:
	Name: Curt Kramer
	Title: President
	Date:

Exhibit 31.1

CERTIFICATIONS

I, John-Paul Backwell, certify that:

1.	I have reviewed this Annual Report on Form 10-Q for the period ended June 30, 2024, of Samsara Luggage Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrant s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant s internal control over financial reporting that occurred during the registrant s most recent fiscal quarter (the registrant s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant s internal control over financial reporting; and;

5.	The registrant s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant s auditors and the audit committee of the registrant s board of directors (or persons performing the equivalent functions);

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant s internal controls.

Dated: August 21, 2024	/s/ John-Paul Backwell
	John-Paul Backwell
	Chief Executive Officer (Principal executive officer & Principal accounting and financial officer)

Exhibit 32.1

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Samsara Luggage Inc. (the Company) for the period ended June 30, 2024, as filed with the Securities and Exchange Commission (the Report), I, John-Paul Backwell, Chief Executive Officer of the Company certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 21, 2024

/s/ John-Paul Backwell

John-Paul Backwell

Chief Executive Officer

(Principal executive officer & Principal accounting and financial officer)

This certification accompanies this Annual Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Aug. 21, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Information [Line Items]
Entity Registrant Name	SAMSARA LUGGAGE, INC.
Entity Central Index Key	0001530163
Entity File Number	000-56239
Entity Tax Identification Number	26-0299456
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	6 Broadway
Entity Address, Address Line Two	Suite 934
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10004
Entity Phone Fax Numbers [Line Items]
City Area Code	917
Local Phone Number	522-3202
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		213,730,601

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current Assets
Cash and Cash Equivalents	$ 173	$ 12
Inventory	847	0
Accounts Receivable	870	0
Deposits	130	0
Other Current Assets	1,959	0
Total current assets	3,979	12
Non-Current Assets
Property and Equipment	69	0
Right-of-Use assets	55	0
Capital Work in Progress	655	0
Goodwill	8,978	0
Total Non-current Assets	9,757	0
Total Assets	13,736	12
Current Liabilities
Accounts Payable	1,812	327
Lease Operating Liabilities	21	0
Convertible Notes, net of discount	1,616	1,398
Other Current Liabilities	1,575	146
Total Current Liabilities	5,258	2,064
Non-Current Liabilities
Lease Operating Non-Current Portion	37	0
Other Non-Current Liabilities	145	0
Total Long-Term Liabilities	182	0
Total Liabilities	5,440	2,064
Stockholders’ Equity
Convertible and redeemable preferred A shares, $0.0001 par value, 1,000,000 shares authorized, 0 and 80,698 shares outstanding as of June 30, 2024, and December 31, 2023, respectively	0	0
Preferred B shares, $0.0001 par value, 1,000,000 shares authorized, 416,000 and 0 shares outstanding as of June 30, 2024, and December 31, 2023, respectively	0	0
Common stock; $0.001 par value; 200,000,000 shares authorized; 133,006,691and 127,129,694 shares issued and outstanding as of June 30, 2024, and December 31, 2023, respectively	21	1
Share Capital		66
Additional paid-in capital	21,911	10,625
Retained Earnings/accumulated Deficit	(13,778)	(12,744)
Noncontrolling interest	142
Total stockholders’ Equity	8,296	(2,052)
Total liabilities and stockholders’ Equity	13,736	12
Related Party
Current Liabilities
Related Party Payable	$ 234	$ 193

Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Convertible and redeemable preferred shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Convertible and redeemable preferred shares, authorized	1,000,000	1,000,000
Convertible and redeemable preferred shares, outstanding	0	80,698
Preferred shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, shares outstanding	416,000	0
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, authorized shares	200,000,000	200,000,000
Common stock, shares issued	133,006,691	127,129,694
Common stock, shares outstanding	133,006,691	127,129,694

Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenue	$ 929	$ 101	$ 2,028	$ 349
Cost of revenues	620	40	1,399	186
Gross profit	309	61	629	163
Operating expenses
Professional fees	115	0	181	0
General and administrative	469	238	1,706	460
Total operating expenses	584	238	1,887	460
Income (loss) from operations	(275)	(177)	(1,258)	(297)
Other (income) expenses
Interest expense	0	51	3	164
Other Income	(15)	(277)	(9)	(272)
Total other (income) expense, net	(15)	(226)	(6)	(108)
Net Income (Loss)	(260)	49	(1,252)	(189)
Less: net income attributable to noncontrolling interest	24		31
Net income (loss) attributable to SAML stockholders	$ (284)	$ 49	$ (1,283)	$ (189)
Weighted average common shares outstanding (in Shares)	102,292,594	7,078,754	199,175,526	6,043,236
Net income (loss) per common share - basic (in Dollars per share)	$ 0	$ 0	$ (0.01)	$ (0.03)
Net income (loss) per common share - diluted (in Dollars per share)	$ 0	$ 0	$ 0	$ (0.03)

Consolidated Statements of Stockholders’ Deficit (Unaudited) - USD ($) $ in Thousands	Preferred Stock	Common Stock	Additional Paid-in Capital Amount	Minority Interest Amount	Retain Loss Amount	Total
Balance at Dec. 31, 2022	$ 0	$ 0	$ 10,464	$ 0	$ (12,600)	$ (2,136)
Balance (in Shares) at Dec. 31, 2022	0	4,406,312
Conversion of Preferred A shares into common shares	$ 0	$ 1	40	0	0	41
Conversion of Preferred A shares into common shares (in Shares)	0	1,481,840
Net Income (loss)	$ 0				(238)	(238)
Balance at Mar. 31, 2023	$ 0	$ 1	10,504	0	(12,838)	(2,333)
Balance (in Shares) at Mar. 31, 2023	0	5,888,152
Balance at Dec. 31, 2022	$ 0	$ 0	10,464	0	(12,600)	(2,136)
Balance (in Shares) at Dec. 31, 2022	0	4,406,312
Net Income (loss)						(189)
Balance at Jun. 30, 2023	$ 0	$ 1	10,585	0	(12,789)	(2,203)
Balance (in Shares) at Jun. 30, 2023	0	9,604,115
Balance at Mar. 31, 2023	$ 0	$ 1	10,504	0	(12,838)	(2,333)
Balance (in Shares) at Mar. 31, 2023	0	5,888,152
Conversion of Preferred A shares into common shares	$ 0	$ 0	35	0	0	35
Conversion of Preferred A shares into common shares (in Shares)	0	2,049,297
Stock Based Compensation	$ 0	$ 0	46	0	0	46
Stock Based Compensation (in Shares)	0	1,666,666
Net Income (loss)	$ 0	$ 0	0	0	49	49
Net Income (loss) (in Shares)		0
Balance at Jun. 30, 2023	$ 0	$ 1	10,585	0	(12,789)	(2,203)
Balance (in Shares) at Jun. 30, 2023	0	9,604,115
Balance at Dec. 31, 2023	$ 66	$ 1	10,626	0	(12,744)	(2,052)
Balance (in Shares) at Dec. 31, 2023	0	13,922,414
Cancellation Series A	$ (66)					(66)
Conversion of Notes into shares	$ 0	$ 19	756	0	0	775
Conversion of Notes into shares (in Shares)	0	191,903,425
Issuance of shares for Services	$ 0	$ 0	83	0		84
Issuance of shares for Services (in Shares)	0	3,333,334
Issuance of shares for Cash	$ 0	$ 0	80	0		80
Issuance of shares for Cash (in Shares)	0	4,571,428
Minority Interest	$ 0	$ 0	0	168		168
Minority Interest (in Shares)	0
Issuance of Series B	$ 35	$ 0	8,428	0		8,463
Issuance of Series B (in Shares)	352,500
Net Income (loss)				7	(1,000)	(993)
Balance at Mar. 31, 2024	$ 35	$ 20	19,972	175	(13,744)	6,459
Balance (in Shares) at Mar. 31, 2024	352,500	213,730,601
Balance at Dec. 31, 2023	$ 66	$ 1	10,626	0	(12,744)	(2,052)
Balance (in Shares) at Dec. 31, 2023	0	13,922,414
Minority Interest				168
Net Income (loss)						(1,252)
Balance at Jun. 30, 2024	$ 0	$ 21	21,911	142	(13,779)	8,296
Balance (in Shares) at Jun. 30, 2024	416,000	213,730,601
Balance at Mar. 31, 2024	$ 35	$ 20	19,972	175	(13,744)	6,459
Balance (in Shares) at Mar. 31, 2024	352,500	213,730,601
Issuance of shares for Services	$ 0	$ 0	1,905	0	0	1,905
Issuance of shares for Services (in Shares)	63,500	0
Adjustment	$ (35)	$ 1	34	(57)	249	192
Adjustment (in Shares)	0	0
Net Income (loss)	$ 0	$ 0	0	24	(284)	(260)
Net Income (loss) (in Shares)		0
Balance at Jun. 30, 2024	$ 0	$ 21	$ 21,911	$ 142	$ (13,779)	$ 8,296
Balance (in Shares) at Jun. 30, 2024	416,000	213,730,601

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities
Loss for the period	$ (1,283)	$ (189)
Adjustment to reconcile net gain (loss) to net cash
Finance cost	3	46
Non-Cash Stock Compensation Expense	1,905	46
Expenses in respect of warrants issued and convertible component in convertible loan, net interest expenses	0	(271)
Change in fair value of liability	0	(1)
Depreciation - PPE	26	0
Other income	(9)	0
Amortization	58	0
Changes in Assets and Liabilities, net
Current Assets	(3,806)	79
Other Current Liabilities	3,194	217
Net cash (used in) provided by operating activities	88	(73)
Cash flows from investing activities
Addition of Fixed Assets	(750)	0
Right of use Assets	(55)	0
Changes in non-current assets	(8,978)	0
Net cash used in investing activities	(9,783)	0
Cash flows from financing activities
Common Stock issued	20	0
Lease Finance	37	0
Additional Paid-up Capital	11,220	0
Changes in Retained Earnings & Minority Interest	(1,566)	0
Note converted	145	(16)
Net cash generated from financing activities	9,856	(16)
Net increase/(decrease) in cash and cash equivalents	161	(89)
Cash and cash equivalents at the beginning of the year	12	168
Cash and cash equivalents at end of the year	$ 173	$ 79

Organization and Description of Business

6 Months Ended

Jun. 30, 2024

Organization and Description of Business [Abstract]

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (OUR HISTORY)

New Business Direction — Emergency Response Technologies

●

Firebug Mechanical Equipment LLC

●

Georgia Fire & Rescue Supply LLC

●

Bright Concept Detection and Protection System LLC

●

Bull Head Products Inc

●

E-Raptor

●

The Vehicle Converters

●

AL Shola Al Modea Safety and Security LLC.

●

	●	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.

Summary of Significant Accounting Policies and Basis of Presentation

6 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies and Basis of Presentation [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Basis of Presentation and Principles of Consolidation

Use of Estimates

Fair value of financial instruments

●	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.

Accounts receivable

Inventories

Property, Plant & Equipment

Property, Plant and Equipment			Years
Machinery			5 – 15
Vehicles			5 – 10
Furniture, Fixtures & Office Equipment			3 – 5

Depreciation

Deposits, Prepayments, & Advances

Stock-based compensation

Earnings (loss) per share

Particulars	June 30, 2024			June 30, 2023
Basic and diluted EPS*
Numerator
Net income/(loss)		(1,283	)		(189	)
Net Income attributable to common stockholders		(1,283	)		(189	)
Denominator
Weighted average common shares outstanding		199,175,526			6,043,236
Number of shares used for basic EPS computation
Basic EPS		(0.01	)		(0.03	)
Number of shares used for diluted EPS computation*		615,175,526			6,043,236
Diluted EPS		(0.00	)		(0.03	)

Includes 26,552 issued warrants as of June 30, 2023.

Includes 26,552 issued warrants 416,000 Series B stocks converting into 416,000,000 common stocks as of June 30, 2024.

Income taxes

Recently issued accounting pronouncements

Off-Balance Sheet Arrangements

Lease liabilities

The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs.

As of June 30, 2024, Lease liabilities are presented in the statement of financial position as:

	June 30, 2024		December 31, 2023
Lease - Current portion		21		0
Lease - Non-Current portion		37		0
Total		58		0

Right of Use Assets

The Company accounts for leases with escalation clauses in accordance with Accounting Standards Codification (ASC) 842, “Lease”.

Vehicles: 4 years

Right-of-use assets are subject to impairment review, amounts in thousands.

	Buildings	Vehicrles	Total
Carrying value as of January 1, 2024	0	0	0
Addition during H1 2024	0	60	60
Disposal/Transfer H1 2024	0	0	0
Charged Depreciation H1 2024	0	5	5
Carrying value June 30, 2024	0	55	55

Goodwill

Revenue Recognition

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

Going Concern

6 Months Ended

Jun. 30, 2024

Going Concern [Abstract]

GOING CONCERN

NOTE 3. GOING CONCERN

Current Assets

6 Months Ended

Jun. 30, 2024

Current Assets [Abstract]

CURRENT ASSETS

NOTE 4. CURRENT ASSETS

Other Current Assets

Year	June 30, 2024 (unaudited)		December 31, 2023
Discount on Advance Receipts		144		0
Accrual of discount on notes		24		0
Deferred Expenses – Consultancy		1,786		0
Misc. Other Current Assets		4		0
Promotional Items on Hand		2		0
Total other current assets		1,959		0

Accounts Receivables:

Accounts Receivables Ageing	June 30, 2024 (unaudited)
1-30 days		114
31-60 days		64
61-90 days		63
+90 days		629
Total		870

Non-Current Assets

6 Months Ended

Jun. 30, 2024

Non-Current Assets [Abstract]

NON-CURRENT ASSETS

NOTE 5. NON-CURRENT ASSETS

Property, Plant and Equipment

Depreciation on tangible assets in accordance with ASC 360.

	Plant & Machinery		Furniture, Fixtures & Office Equipment		Vehicles		Total
Carrying value as of January 1, 2024		41		14		34		89
Addition during Q1 2024		0		0		0		0
Charged Depreciation Q1 2024		4		2		5		11
Carrying value March 31, 2024		37		12		29		78
Addition during Q2 2024		0		0		0		0
Charged Depreciation Q2 2024		3		2		5		10
Carrying value June 30, 2024		34		11		24		69

Current Liabilities

6 Months Ended

Jun. 30, 2024

Current Liabilities [Abstract]

CURRENT LIABILITIES

NOTE 6. CURRENT LIABILITIES

Accounts Payable

Current liabilities with a total of $5,258K as of June 30, 2024, include accounts payable of $1,812K with aging as per below and related parties amounting to $234K.

Accounts Payables Ageing	June 30, 2024 (unaudited) (U.S. dollars in thousands)

0-30 days		48
31-60 days		50
61-90 days		84
+90 days		1,630
Total		1,812

Related Parties Payable

	June 30, 2024			December 31, 2023
	(U.S. dollars in thousands)
Ilus International		248			0
Related parties payable due to previous CEO		(14	)		193
Total		234			193

Non-Current Liabilities

6 Months Ended

Jun. 30, 2024

Non-Current Liabilities [Abstract]

NON-CURRENT LIABILITIES

NOTE 7. NON-CURRENT LIABILITIES

Convertible notes

Details of Convertible notes/Debentures outstanding as of June 30, 2024:

Options and Warrants

In accordance with ASC 470, warrants have been classified as a liability and recorded at their exercise price. The Company had 26,552 issued warrants as of June 30, 2024:

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

Stockholders’ Equity

6 Months Ended

Jun. 30, 2024

Stockholders’ Equity [Abstract]

STOCKHOLDERS’ EQUITY