SAML Samsara Luggage Inc (PK)

Exhibit 4.1

 

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)

 

UP TO US $500,000.00

 

SAMSARA LUGGAGE, INC.

7% CONVERTIBLE REDEEMABLE NOTE DUE

NOVEMBER 13, 2024

 

FOR VALUE RECEIVED, SAMSARA LUGGAGE, INC. (the “Company”) promises to pay to the order of ENZA INTERNATIONAL, LTD and its authorized successors and permitted assigns (“Holder”), the aggregate principal face amount of up to five hundred thousand dollars (U.S. $500,000.00) on November 13, 2024 (“Maturity Date”) and to pay interest on the principal amount outstanding hereunder at the rate of 7 % per annum commencing on the date of each principal drawdown set forth on Exhibit B. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at Intershore Chambers, Road Town, Tortola, British Virgin Islands, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

 

This Note is subject to the following additional provisions:

 

1. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith.

  

 

2. The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

 

3. This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (“Act”) and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company’s records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted (“Notice of Conversion”) in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.

 

4. (a) The Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s common stock (the “Common Stock”) at a price for each share of Common Stock equal for each share of Common Stock equal to fixed price of $0.0175 per share, as further conditioned herein. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days’ prior written notice by the Holder). The Conversion Price, and any other economic terms will be adjusted on a ratchet basis if the Company offers a more favorable Conversion Price, prepayment rate, interest rate, (whether through a straight discount or in combination with an original issue discount), additional securities, look back period or other more favorable term to another party for any financings while this Note is in effect, including but not limited to defaults, penalties and the remedy for such defaults or penalties.

 

(b) Interest on any unpaid principal balance of this Note shall be paid at the rate of 7% per annum. Interest shall be paid by the Company in Common Stock (“Interest Shares”). Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

 

(c) The Notes may be prepaid with the following penalties:

 

PREPAY DATE		PREPAY AMOUNT
≤ 30 days		120% of principal plus accrued interest
31-60 days		125% of principal plus accrued interest
61-90 days		130% of principal plus accrued interest
91-120 days		135% of principal plus accrued interest
121-180 days		140% of principal plus accrued interest

 

 

This Note may not be prepaid with the consent of the Holder. This Note may not be prepaid after the 180^th day. Such redemption must be closed and funded within 3 days of giving notice of redemption or the right to redeem shall be null and void. Any partial prepayments will be made in accordance with the formula set forth in the chart above with respect to principal, premium and interest.

 

(d) Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a “Sale Event”), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

 

(e) In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.

 

5. No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

 

6. The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

 

7. The Company agrees to pay all costs and expenses, including reasonable attorneys’ fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

 

 

8. If one or more of the following described “Events of Default” shall occur:

 

(a) The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

 

(b) Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or

 

(c) The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to the Holder; or

 

(d) The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

 

(e) A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

 

(f) Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

 

(g) One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

 

(h) Defaulted on or breached any term of any other purchase agreement or note or similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period; or

 

(i) The Company shall have its Common Stock delisted from an exchange (including the OTC Markets exchange) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934 act reports with the SEC;

 

 

(j) If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

 

(k) The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion which includes an Opinion of Counsel expressing an opinion which supports the removal of a restrictive legend; or

 

(l) The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.

 

(m) The Company shall be delinquent in its periodic report filings with the Securities and Exchange Commission; or

 

(n) The Company shall cause to lose the “bid” price for its stock in a market (including the OTC marketplace or other exchange).

 

Then, or at any time thereafter, unless cured within 5 days, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder’s sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder’s rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4^th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10^th day. In an event of a breach of Section 8(h) the Holder may elect to utilize the same remedy available under the defaulted interest and such remedy shall be incorporated by reference into the terms of this Note. The penalty for a breach of Section 8(n) shall be an increase of the outstanding principal amounts by 20%. Further, if a breach of Section 8(m) occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion instead of the Conversion Price.

 

If the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

 

 

 

The Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written notice to the Company.

 

9. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

 

10. Neither this Note, nor any term hereof may be amended, waived, discharged, or terminated other than by a written instrument signed by the Company and the Holder.

 

11. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information indicating it is no longer a “shell” issuer. Further. The Company will instruct its counsel to either (i) write a 144 opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.

 

12. The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.

 

14. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal or interest on this Note.

 

15. This Note shall be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts made and wholly to be performed within the State of Nevada and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of Nevada. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

 

 

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

 

Dated:

April 03. 2024

 

	SAMSARA LUGGAGE, INC.
	By:	/s/ John-Paul Backwell
	Title:	CEO

 

 

EXHIBIT A

 

NOTICE OF CONVERSION

 

(To be Executed by the Registered Holder in order to Convert the Note)

 

The undersigned hereby irrevocably elects to convert $__________of the above Note into_________Shares of Common Stock of SAMSARA LUGGAGE, INC. (“Shares”) according to the conditions set forth in such Note, as of the date written below.

 

If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

 

Date of Conversion:

Applicable Conversion Price:

Signature:
	[Print Name of Holder and Title of Signer]

 

Address:

 

SSN or EIN:

Shares are to be registered in the following name:

 

Name:

Address:

Tel:
Fax:

SSN or EIN:

 

Shares are to be sent or delivered to the following account:

 

Account Name:
Address:

 

 

EXHIBIT B

 

DRAWDOWN SCHEDULE/FUNDING SCHEDULE

 

Drawdown Number		Funding Date
1
2
3
4
5
6
7
8
9
10
11
12

 

 

 

Initials	9

Exhibit 4.2

 

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)

 

UP TO US $500,000.00

 

SAMSARA LUGGAGE, INC.

7% CONVERTIBLE REDEEMABLE NOTE DUE

NOVEMBER 13, 2024

 

FOR VALUE RECEIVED, SAMSARA LUGGAGE, INC. (the “Company”) promises to pay to the order of MECHTECH INDUSTRIAL (ASIA), LTD and its authorized successors and permitted assigns (“Holder”), the aggregate principal face amount of up to five hundred thousand dollars (U.S.$500,000.00) on November 13, 2024 (“Maturity Date”) and to pay interest on the principal amount outstanding hereunder at the rate of 7 % per annum commencing on the date of each principal drawdown set forth on Exhibit B. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at Intershore Chambers, Road Town, Tortola, British Virgin Islands, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

 

This Note is subject to the following additional provisions:

 

1. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith.

  

 

2. The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

 

3. This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (“Act”) and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company’s records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted (“Notice of Conversion”) in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.

 

4. (a) The Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s common stock (the “Common Stock”) at a price for each share of Common Stock equal for each share of Common Stock equal to fixed price of $0.0175 per share, as further conditioned herein. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days’ prior written notice by the Holder). The Conversion Price, and any other economic terms will be adjusted on a ratchet basis if the Company offers a more favorable Conversion Price, prepayment rate, interest rate, (whether through a straight discount or in combination with an original issue discount), additional securities, look back period or other more favorable term to another party for any financings while this Note is in effect, including but not limited to defaults, penalties and the remedy for such defaults or penalties.

 

(b) Interest on any unpaid principal balance of this Note shall be paid at the rate of 7% per annum. Interest shall be paid by the Company in Common Stock (“Interest Shares”). Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

 

(c) The Notes may be prepaid with the following penalties:

 

PREPAY DATE		PREPAY AMOUNT
≤ 30 days		120% of principal plus accrued interest
31-60 days		125% of principal plus accrued interest
61-90 days		130% of principal plus accrued interest
91-120 days		135% of principal plus accrued interest
121-180 days		140% of principal plus accrued interest

 

 

This Note may not be prepaid with the consent of the Holder. This Note may not be prepaid after the 180^th day. Such redemption must be closed and funded within 3 days of giving notice of redemption or the right to redeem shall be null and void. Any partial prepayments will be made in accordance with the formula set forth in the chart above with respect to principal, premium and interest.

 

(d) Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a “Sale Event”), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

 

(e) In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.

 

5. No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

 

6. The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

 

7. The Company agrees to pay all costs and expenses, including reasonable attorneys’ fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

 

 

8. If one or more of the following described “Events of Default” shall occur:

 

(a) The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

 

(b) Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or

 

(c) The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to the Holder; or

 

(d) The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

 

(e) A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

 

(f) Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

 

(g) One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

 

(h) Defaulted on or breached any term of any other purchase agreement or note or similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period; or

 

(i) The Company shall have its Common Stock delisted from an exchange (including the OTC Markets exchange) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934 act reports with the SEC;

 

 

(j) If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

 

(k) The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion which includes an Opinion of Counsel expressing an opinion which supports the removal of a restrictive legend; or

 

(l) The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.

 

(m) The Company shall be delinquent in its periodic report filings with the Securities and Exchange Commission; or

 

(n) The Company shall cause to lose the “bid” price for its stock in a market (including the OTC marketplace or other exchange).

 

Then, or at any time thereafter, unless cured within 5 days, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder’s sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder’s rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4^th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10^th day. In an event of a breach of Section 8(h) the Holder may elect to utilize the same remedy available under the defaulted interest and such remedy shall be incorporated by reference into the terms of this Note. The penalty for a breach of Section 8(n) shall be an increase of the outstanding principal amounts by 20%. Further, if a breach of Section 8(m) occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion instead of the Conversion Price.

 

If the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

 

 

 

The Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written notice to the Company.

 

9. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

 

10. Neither this Note, nor any term hereof may be amended, waived, discharged, or terminated other than by a written instrument signed by the Company and the Holder.

 

11. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information indicating it is no longer a “shell” issuer. Further. The Company will instruct its counsel to either (i) write a 144 opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.

 

12. The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.

 

14. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal or interest on this Note.

 

15. This Note shall be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts made and wholly to be performed within the State of Nevada and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of Nevada. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

 

 

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

 

Dated:

April 03. 2024

 

	SAMSARA LUGGAGE, INC.
	By:	/s/ John-Paul Backwell
	Title:	CEO

 

 

EXHIBIT A

 

NOTICE OF CONVERSION

 

(To be Executed by the Registered Holder in order to Convert the Note)

 

The undersigned hereby irrevocably elects to convert $__________ of the above Note into _________ Shares of Common Stock of SAMSARA LUGGAGE, INC. (“Shares”) according to the conditions set forth in such Note, as of the date written below.

 

If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

 

Date of Conversion:

Applicable Conversion Price:

Signature:
	[Print Name of Holder and Title of Signer]

 

Address:

 

SSN or EIN:

Shares are to be registered in the following name:

 

Name:

Address:

Tel:
Fax:

SSN or EIN:

 

Shares are to be sent or delivered to the following account:

 

Account Name:
Address:

 

 

EXHIBIT B

 

DRAWDOWN SCHEDULE/FUNDING SCHEDULE

 

Drawdown Number		Funding Date
1
2
3
4
5
6
7
8
9
10
11
12

 

 

 

Initials	9

Exhibit 4.3

 

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:

 

13

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 March 31, 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;

 

4.

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:

 

a.

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;

 

b.

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;

 

c.

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

 

d.

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);

 

a.

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

 

b.

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

 

Dated: May 31, 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 March 31, 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: May 31, 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.

v3.24.1.1.u2

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 30, 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	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
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

v3.24.1.1.u2

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
CURRENT ASSETS:
Cash and cash equivalents	$ 157	$ 12
Inventory	892
Accounts Receivables	1,134
Related Party Receivables	799
Deposits, Prepayments, & Advances	133
Other current assets	160	0
Total current assets	3,275	12
NON-CURRENT ASSETS:
Property, Plant and Equipment	78	89
Capital Work-In-Progress	648
Long Term Investments	8,400	0
Goodwill	327
Total Non-Current Assets	9,454
Total Assets	12,729	12
CURRENT LIABILITIES:
Accounts payable	1,966	327
Other current liabilities	1,548	146
Convertible notes and short-term loans	1,304	1,398
Total current liabilities	5,407	2,064
Loan from ILUS	710
Other Non-Current Liabilities	153	0
Total Non-Current Liabilities	863	0
TOTAL LIABILITIES	6,270	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 March 31, 2024, and December 31, 2023, respectively	0	0
Preferred B shares, $0.0001 par value, 1,000,000 shares authorized, 352,500 and 0 shares outstanding as of March 31, 2024, and December 31, 2023, respectively	35	0
Minority Interest	175	0
Common stock, authorized 7,500,000,000 shares, $0.0001 par value as of March 31, 2024, and December 31, 2023, respectively; 13,922,414 issued and outstanding as of December 31, 2023, and 4,406,312 issued and outstanding as of December 31, 2022.	20	1
Additional paid in capital	19,972	10,625
Accumulated deficit	(13,744)	(12,744)
Total stockholders’ equity (deficit)	6,459	(2,118)
Total liabilities and stockholders’ deficit	12,729	12
Related Party
CURRENT LIABILITIES:
Related party payables	$ 590	$ 193

v3.24.1.1.u2

Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
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 stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, shares outstanding	352,500	0
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized shares	7,500,000,000	7,500,000,000
Common stock, shares issued		13,922,414	4,406,312
Common stock, shares outstanding		13,922,414	4,406,312

v3.24.1.1.u2

Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
REVENUE	$ 1,099	$ 248
COST OF GOODS SOLD	779	146
GROSS PROFIT	320	102
OPERATING EXPENSES
Research and development	0	38
Sales and marketing	2	70
General and administrative	1,232	114
TOTAL OPERATING EXPENSES	1,234	222
OPERATING LOSS	(914)	(120)
FINANCING INCOME (EXPENSES)
Interest expense	(4)	(113)
Income (expenses) in respect of warrants issued and convertible component in convertible loan, net interest expenses	(6)	(5)
TOTAL FINANCING INCOME (EXPENSES)	(10)	(118)
Depreciation & Amortization	69
NET LOSS	(993)	$ (238)
Net income Minority interests	7
Net income Parent	$ (1,000)
Per-share data
Basic loss per share (in Dollars per share)	$ (0.01)	$ (0.05)
Diluted loss per share (in Dollars per share)	$ 0	$ (0.05)
Weighted average number of common shares outstanding (in Shares)	100,093,920	4,996,213

v3.24.1.1.u2

Consolidated Statements of Stockholders’ Deficit (Unaudited) - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Minority Interest	Preferred Stock	Total
Balance at Dec. 31, 2022		$ 10,464	$ (12,600)			$ (2,136)
Balance (in Shares) at Dec. 31, 2022	4,406,312
Conversion of Preferred A shares into common shares	$ 1	40				41
Conversion of Preferred A shares into common shares (in Shares)	1,481,840
Net Income			(238)			(238)
Balance at Mar. 31, 2023	$ 1	10,504	(12,838)			(2,333)
Balance (in Shares) at Mar. 31, 2023	5,888,152
Balance at Dec. 31, 2023	$ 1	10,626	(12,744)			(2,118)
Balance (in Shares) at Dec. 31, 2023	13,922,414
Conversion of Notes into shares	$ 19	756				775
Conversion of Notes into shares (in Shares)	191,903,425
Issuance of shares for Services		83				83
Issuance of shares for Services (in Shares)	3,333,334
Issuance of shares for Cash		80				80
Issuance of shares for Cash (in Shares)	4,571,428
Minority interest				168		168
Issuance of Series B		8,428			$ 35	8,463
Issuance of Series B (in Shares)					352,500
Net Income			(1,000)	7		(993)
Balance at Mar. 31, 2024	$ 20	$ 19,972	$ (13,744)	$ 175	$ 35	$ 6,459
Balance (in Shares) at Mar. 31, 2024	213,730,601				352,500

v3.24.1.1.u2

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows From Operating Activities
Net loss	$ (993)	$ (238)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation on Property, Plant & Equipment	69
Interest expense and amortization of debt discount		58
Expenses in respect of warrants issued and convertible component in convertible loan, net interest expenses		6
Operating loss before working capital changes	(924)	(174)
Changes in working capital
Accounts receivable	(1,134)	(11)
Inventory	(892)	12
Prepaid and other current assets	(293)	19
Accounts payable	1,639	(4)
Other current liabilities	1,402	69
Deferred revenue		(2)
Related parties Payable	397	(4)
Related parties Receivable	(799)
Convertible notes and short-term loans	769
Net cash used in operating activities	165	(95)
Cash Flows From Investing Activities
Purchase of Property, Plant & Equipment	(795)
Acquisition of subsidiaries, net of cash acquired	(8,400)
Goodwill	(327)
Net cash used in Investing Activities	(9,523)	0
Cash flows from Financing Activities
Proceeds note payable		(16)
Proceeds from Issuance of Capital	9,503
Net cash generated in Financing Activities	9,503	(16)
Net change in cash and cash equivalents	145	(111)
Cash and cash equivalents, beginning of period	12	168
Cash and cash equivalents, end of period	157	57
Non-cash investing and financing activities
Common stock issued for conversion of convertible note and accrued interest
Conversion of Preferred A shares into Common stock		$ 41

v3.24.1.1.u2

Organization and Description of Business	3 Months Ended
	Mar. 31, 2024
Organization and Description of Business [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS   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 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 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.     ● 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.

v3.24.1.1.u2

Summary of Significant Accounting Policies and Basis of Presentation	3 Months Ended
	Mar. 31, 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   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.    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.   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.   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   March 31, 2024     March 31, 2023   Basic and diluted EPS*             Numerator             Net income/(loss)     (993 )     (238 ) Net Income attributable to common stockholders     (1,000 )     (238 ) Denominator                 Weighted average common shares outstanding     100,093,920       4,996,213   Number of shares used for basic EPS computation     100,093,920       4,996,213   Basic EPS     (0.01 )     (0.05 ) Number of shares used for diluted EPS computation*     452,620,462       5,022,765   Diluted EPS     (0.00 )     (0.05 )   *   Includes 26,552 issued warrants as of March 31, 2023.   Includes 26,552 issued warrants 352,500 Series B stocks converting into 352,500,000 common stocks as of March 31, 2024.   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.

v3.24.1.1.u2

Going Concern	3 Months Ended
	Mar. 31, 2024
Going Concern [Abstract]
GOING CONCERN	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.

v3.24.1.1.u2

Current Assets	3 Months Ended
	Mar. 31, 2024
Current Liabilities [Abstract]
CURRENT ASSETS	NOTE 4. CURRENT ASSETS   Other Current Assets   Year   March 31, 2024 (unaudited)     December 31, 2023   Discount on Advance Receipts            144               0   Accrual of discount on notes     10       0   Misc. Other Current Assets     4           Promotional Items on Hand     2           Total other current assets   $ 160     $ 0   Related Party Receivables   Year   March 31, 2024 (unaudited)     December 31, 2023   Georgia Fire     769           Bull Head     (5 )                      BCD     (31 )         ILUS     66           Total Related Party Receivables   $ 799     $ 0     As of March 31, 2024, and December 31, 2023, the Company had amounts due from Ilustrato Pictures International, Inc. (“ILUS”), a majority shareholder of the Company, of $65,968 and $0, respectively. These figures are related to an intercompany loan agreement executed by and between the Company and ILUS on January 8, 2024. The maximum principal amount to be borrowed by either party from each other under the agreement is $1,000,000. The purpose of the agreement is to provide for working capital to either the Company or ILUS through cash advances on an unsecured basis requested by either party at any time and from time to time in amounts of up to $100,000 and the agreement shall automatically be renewed for successive one-year terms thereafter unless terminated. The intercompany loan agreement has a term of one year from the date of execution and all cash advances mature and become payable on the termination date. Any unpaid principal accrues simple interest from the date of each cash advance until payment in full at a rate equal to 1% per annum.   As of March 31, 2024, and December 31, 2023, the Company had amounts due from Georgia Fire, Bullhead and BCD subsidiaries of the Company, of $733,508 and $0, respectively. These figures are related to legacy receivables from the subsidiaries and were transferred from ILUS to SAML with the acquisition of the subsidiary.   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 March 31, 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   March 31, 2024 (unaudited)   1-30 days     215   31-60 days     111   61-90 days     83   +90 days     725   Total   $ 1,134     Deposits, Prepayments, & Advances   Advances have been paid to the suppliers and subcontractors in the ordinary course of business for the procurement of specialized material and equipment required in the process of designing, engineering and installing Central Gas distribution and monitoring systems. The company is engaged in the design, engineering, supply and monitoring of Central Gas systems supplying and installing equipment such as pressure regulators, pipelines, safety equipment, tapping points, metering units, valves and storage tanks. To undertake these projects, the company is required to make upfront investments in materials and machinery. These projects involve many processes and take substantial time to complete.

v3.24.1.1.u2

Non-Current Assets	3 Months Ended
	Mar. 31, 2024
Non-Current Assets [Abstract]
NON-CURRENT ASSETS	NOTE 5. NON-CURRENT ASSETS   The company holds long-term investments of 8,400,000 as of March 31, 2024, and $0 as of December 31, 2023, respectively. These investments were made for the acquisition 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 $8,599,569. The remaining $199,569 has been transferred to Goodwill.    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   Plant & 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 March 31, 2024, belongs to Depreciation accounted for on Plant, Property and Equipment obtained as part of our subsidiary acquisition.   Accumulated depreciation & Carrying value       Plant & Machinery     Furniture, Fixtures & Office Equipment     Vehicles     Total   Carrying value as of January 1, 2024     41       14       34       89   Addition during Q1 2024                                 Charged Depreciation Q1 2024     4       2       5       11   Carrying value March 31, 2024     37       12       29       78      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 $8,599,526. The company holds long-term investments of 8,400,000 as of March 31, 2024, and $0 as of December 31, 2023, respectively. The remaining $199,526 has been transferred to Goodwill.

v3.24.1.1.u2

Current Liabilities	3 Months Ended
	Mar. 31, 2024
Current Liabilities [Abstract]
CURRENT LIABILITIES	NOTE 6. CURRENT LIABILITIES   Accounts Payable   Current liabilities with a total of $5,407,000,153 as of March 31, 2024, include Trade and Other Payables in our subsidiaries amounting to $1,966,000 as of March 31, 2024, with aging as per below:     Accounts Payables Ageing   March 31, 2024 (unaudited) (U.S. dollars in thousands)           0-30 days     75   31-60 days     248   61-90 days     105   +90 days     1,538   Total     1,966     Related Parties Payable       March 31, 2024     December 31, 2023       (U.S. dollars in thousands)   Bullhead     72           Firebug Mechanical     721           BCD     507           Related parties payable due to previous CEO     0             193   Total   $ 1,300     $ 193      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.   Further, the above-related party payables are related to legacy payables in our subsidiaries transferred from ILUS to SAML with the acquisition of the subsidiary collectively called Emergency Response Technologies.

v3.24.1.1.u2

Non-Current Liabilities	3 Months Ended
	Mar. 31, 2024
Non-Current Liabilities [Abstract]
NON-CURRENT LIABILITIES	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 March 31, 2024:   1. 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.   2. 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.   3. 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.   4. 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.   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 March 31, 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

v3.24.1.1.u2

Stockholders’ Equity	3 Months Ended
	Mar. 31, 2024
Stockholders’ Equity [Abstract]
STOCKHOLDERS’ EQUITY	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 March 31, 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.   From January 1, 2024, to March 31, 2024, we made the following issuances:   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 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 stock 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.   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 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 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.

v3.24.1.1.u2

General and Administrative Expenses	3 Months Ended
	Mar. 31, 2024
General And Administrative Expenses [Abstract]
GENERAL AND ADMINISTRATIVE EXPENSES	NOTE 9 – GENERAL AND ADMINISTRATIVE EXPENSES       For the period ended March 31, 2024       (U.S. dollars in thousands)   Salaries, Wages & benefits     272   Management Expenses     1   Travel Expenses     21   Communication     3   Vehicles Rent, Running & Maintenance     3   Utilities Expenses     6   Legal Fee & Consultancy     66   Insurance Expenses     19   Rental Expenses     52   Other Expenses*     790   Total     1,232     * On January 3, 2024, Ilustrato Pictures International Inc. (“ILUS”) acquired a convertible note from YAII PN, LTD with outstanding principal and accrued interest of $600,685 in the Company. On the January 5, 2024, the Company reissued a convertible note to ILUS who on the same day converted the note into 150,753,425 shares of common stock in the Company.

v3.24.1.1.u2

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	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 April 3, 2024, we issued 15,000 shares of Series B stock to Carsten Kjems Falk pursuant to a consultancy agreement dated January 5, 2023, with a fair market value of $450,000.   On April 3, 2024, we issued 30,000 shares of Series B 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 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 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 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 stock to Aleksandar Savic pursuant to a consultancy agreement dated January 5, 2023, with a fair market value of $30,000.   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.    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 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 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 months ended March 31, 2023, are comparing the results of the legacy luggage business with Emergency Response Technologies for the three months ended March 31, 2024.   Results of Operations   Three months ended March 31, 2024, compared to the three months ended March 31, 2023   Revenue   The Company generates revenues through the sale and distribution of smart luggage products. Revenues during the three months ended March 31, 2024, totaled $1,099,000 compared to $248,000 for the three months ended March 31, 2023. The increase in the total revenue is due to a change in business direction.   Costs of Sales   Costs of sales consist of the purchase of raw materials and the cost of production. Cost of revenues during the three months ended March 31, 2024, totaled $779,000 compared to $146,000 for the three months ended March 31, 2023. The increase in the costs of sales is due to a change in business direction.    Gross Profit    During the three months ended March 31, 2024, Gross Profit totaled $320,000, representing a Gross Profit margin of 25%. During the three months ended March 31, 2023, Gross Profit totaled $102,000.   Operating Expenses   Operating expenses totaled $1,234,000 during the three months ended March 31, 2024, compared to $222,000 during the three months ended March 31, 2023. The increase in operating expenses is due to a change in business direction.   Net Profit/Loss    We realized a net loss of $993,000 for the three months ended March 31, 2024, as compared to a net loss of $238,000 for the three months ended March 31, 2023.   Liquidity and Capital Resources   Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.   As of March 31, 2024, the Company had $157,000 of cash, total current assets of $3,209,000 and total current liabilities of $5,407,000 creating a working capital deficit of $2,198,000. As of December 31, 2023, the Company had $12,000 of cash, total current assets of $12,000, and total current liabilities of 2,064,000, creating a working capital deficit of $2,052,000.   The working capital deficit was mainly attributable to a change in business direction and legacy receivables from subsidiaries transferred from ILUS to SAML with the acquisition of the subsidiaries collectively called Emergency Response Technologies and the conversion of notes.   Net cash used in operating activities was $230,000 for the three months ended March 31, 2024, as compared to cash used in operating activities of $95,000 for the three months ended March 31, 2023. The Company’s primary uses of cash have been for general and administrative expenses and other working capital purposes.   Net cash used in investing activities was $9,523,000 for the three months ended March 31, 2024, as compared to cash used in investing activities of $0 for the three months ended March 31, 2023. The Company’s primary uses of cash have been for acquisition of a subsidiary collectively known as Emergency Response Technologies.   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 website, respond to competitive developments, lower our financing costs, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.   Seasonality   We do not expect our sales to be impacted by seasonal demands for our products.   Off-Balance Sheet Arrangements   We have no off-balance sheet arrangements.

v3.24.1.1.u2

Pay vs Performance Disclosure $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,000)

v3.24.1.1.u2

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.24.1.1.u2

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies and Basis of Presentation [Abstract]
Basis of Presentation and Principles of Consolidation	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	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.
Fair value of financial instruments	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.
Revenue recognition	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.
Stock-based compensation	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	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   March 31, 2024     March 31, 2023   Basic and diluted EPS*             Numerator             Net income/(loss)     (993 )     (238 ) Net Income attributable to common stockholders     (1,000 )     (238 ) Denominator                 Weighted average common shares outstanding     100,093,920       4,996,213   Number of shares used for basic EPS computation     100,093,920       4,996,213   Basic EPS     (0.01 )     (0.05 ) Number of shares used for diluted EPS computation*     452,620,462       5,022,765   Diluted EPS     (0.00 )     (0.05 ) * Includes 26,552 issued warrants as of March 31, 2023. Includes 26,552 issued warrants 352,500 Series B stocks converting into 352,500,000 common stocks as of March 31, 2024.
Income Taxes	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	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	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.

v3.24.1.1.u2

Summary of Significant Accounting Policies and Basis of Presentation (Tables)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies and Basis of Presentation [Abstract]
Schedule of Diluted Net Loss Per Share	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   March 31, 2024     March 31, 2023   Basic and diluted EPS*             Numerator             Net income/(loss)     (993 )     (238 ) Net Income attributable to common stockholders     (1,000 )     (238 ) Denominator                 Weighted average common shares outstanding     100,093,920       4,996,213   Number of shares used for basic EPS computation     100,093,920       4,996,213   Basic EPS     (0.01 )     (0.05 ) Number of shares used for diluted EPS computation*     452,620,462       5,022,765   Diluted EPS     (0.00 )     (0.05 ) * Includes 26,552 issued warrants as of March 31, 2023.

v3.24.1.1.u2

Current Assets (Tables)	3 Months Ended
	Mar. 31, 2024
Current Liabilities [Abstract]
Schedule of Other Current Assets	Year   March 31, 2024 (unaudited)     December 31, 2023   Discount on Advance Receipts            144               0   Accrual of discount on notes     10       0   Misc. Other Current Assets     4           Promotional Items on Hand     2           Total other current assets   $ 160     $ 0
Schedule of Related Party Receivables	Year   March 31, 2024 (unaudited)     December 31, 2023   Georgia Fire     769           Bull Head     (5 )                      BCD     (31 )         ILUS     66           Total Related Party Receivables   $ 799     $ 0
Schedule of Accounts Receivable	Accounts Receivables Ageing   March 31, 2024 (unaudited)   1-30 days     215   31-60 days     111   61-90 days     83   +90 days     725   Total   $ 1,134

v3.24.1.1.u2

Non-Current Assets (Tables)	3 Months Ended
	Mar. 31, 2024
Non-Current Assets [Abstract]
Schedule of Property Plant and Equipment	The estimated useful lives are as follows: Property, Plant and Equipment     Years   Plant & Machinery     5 – 15   Vehicles     5 – 10   Furniture, Fixtures & Office Equipment     3 – 5
Schedule of Accumulated depreciation & Carrying value	Accumulated depreciation & Carrying value     Plant & Machinery     Furniture, Fixtures & Office Equipment     Vehicles     Total   Carrying value as of January 1, 2024     41       14       34       89   Addition during Q1 2024                                 Charged Depreciation Q1 2024     4       2       5       11   Carrying value March 31, 2024     37       12       29       78

v3.24.1.1.u2

Current Liabilities (Tables)	3 Months Ended
	Mar. 31, 2024
Current Liabilities [Abstract]
Schedule of Related Parties Payable	Current liabilities with a total of $5,407,000,153 as of March 31, 2024, include Trade and Other Payables in our subsidiaries amounting to $1,966,000 as of March 31, 2024, with aging as per below: Accounts Payables Ageing   March 31, 2024 (unaudited) (U.S. dollars in thousands)           0-30 days     75   31-60 days     248   61-90 days     105   +90 days     1,538   Total     1,966
Schedule of Related Parties Payable	Related Parties Payable     March 31, 2024     December 31, 2023       (U.S. dollars in thousands)   Bullhead     72           Firebug Mechanical     721           BCD     507           Related parties payable due to previous CEO     0             193   Total   $ 1,300     $ 193

v3.24.1.1.u2

Non-Current Liabilities (Tables)	3 Months Ended
	Mar. 31, 2024
Non-Current Liabilities [Abstract]
Schedule of Warrants Classified Liability Exercise Price	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 March 31, 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

v3.24.1.1.u2

General and Administrative Expenses (Tables)	3 Months Ended
	Mar. 31, 2024
General And Administrative Expenses [Abstract]
Schedule of General and Administrative Expenses	For the period ended March 31, 2024       (U.S. dollars in thousands)   Salaries, Wages & benefits     272   Management Expenses     1   Travel Expenses     21   Communication     3   Vehicles Rent, Running & Maintenance     3   Utilities Expenses     6   Legal Fee & Consultancy     66   Insurance Expenses     19   Rental Expenses     52   Other Expenses*     790   Total     1,232   * On January 3, 2024, Ilustrato Pictures International Inc. (“ILUS”) acquired a convertible note from YAII PN, LTD with outstanding principal and accrued interest of $600,685 in the Company. On the January 5, 2024, the Company reissued a convertible note to ILUS who on the same day converted the note into 150,753,425 shares of common stock in the Company.

v3.24.1.1.u2

Organization and Description of Business (Details) - USD ($)			3 Months Ended
	Jan. 05, 2024	Jan. 03, 2024	Mar. 31, 2024	Apr. 02, 2024	Feb. 07, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 13, 2022	Mar. 31, 2022	Jan. 01, 2022	Apr. 13, 2021	Jan. 26, 2021
Organization and Description of Business [Line Items]
Principal and accrued interest (in Dollars)		$ 600,685
Common stock issued (in Shares)					1,714,286	13,922,414	4,406,312
Restricted shares (in Shares)			350,000
Ilustrato Pictures International Inc [Member]
Organization and Description of Business [Line Items]
Principal and accrued interest (in Dollars)		$ 600,685
Common stock issued (in Shares)				150,753,425
Outstanding shares percentage	91.50%
AL Shola Al Modea Safety [Member]
Organization and Description of Business [Line Items]
Membership interests			100.00%
Security LL [Member]
Organization and Description of Business [Line Items]
Membership interests			51.00%
AL Shola Al Modea Safety and Security LLC [Member]
Organization and Description of Business [Line Items]
Common stock issued (in Shares)			350,000,000
Share purchase agreement acquired percentage								51.00%
Firebug Mechanical Equipment LLC [Member]
Organization and Description of Business [Line Items]
Share purchase agreement acquired percentage												100.00%
Georgia Fire & Rescue Supply LLC [Member]
Organization and Description of Business [Line Items]
Share purchase agreement acquired percentage									100.00%
Bright Concept Detection and Protection System LLC [Member]
Organization and Description of Business [Line Items]
Share purchase agreement acquired percentage											100.00%
Bull Head Products Inc [Member]
Organization and Description of Business [Line Items]
Share purchase agreement acquired percentage										100.00%
The Vehicle Converters [Member]
Organization and Description of Business [Line Items]
Share purchase agreement acquired percentage			100.00%

v3.24.1.1.u2

Summary of Significant Accounting Policies and Basis of Presentation (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Summary of Significant Accounting Policies and Basis of Presentation [Line Items]
Warrants issued	26,552	26,552
Converting of common stocks	352,500,000
Series B [Member]
Summary of Significant Accounting Policies and Basis of Presentation [Line Items]
Warrants issued	352,500
Converting of common stocks	350,000,000

v3.24.1.1.u2

Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of Diluted Net Loss Per Share - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
		Mar. 31, 2024	Mar. 31, 2023
Numerator
Net income/(loss) (in Dollars)		$ (993)	$ (238)
Net Income attributable to common stockholders (in Dollars)		$ (1,000)	$ (238)
Denominator
Weighted average common shares outstanding		100,093,920	4,996,213
Number of shares used for basic EPS computation		100,093,920	4,996,213
Basic EPS (in Dollars per share)		$ (0.01)	$ (0.05)
Number of shares used for diluted EPS computation	[1]	452,620,462	5,022,765
Diluted EPS (in Dollars per share)		$ 0	$ (0.05)
[1] Includes 26,552 issued warrants as of March 31, 2023.

v3.24.1.1.u2

Current Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Other Current Assets [Line Items]
Due amount	$ 65,968	$ 0
Maximum principal amount borrowed	1,000,000
Working capital	$ 100,000
Interest rate	1.00%
Ilustrato Pictures International Inc [Member]
Other Current Assets [Line Items]
Term of loan agreement	1 year
Ilustrato Pictures International Inc [Member]
Other Current Assets [Line Items]
Due amount		$ 0
Georgia Fire [Member]
Other Current Assets [Line Items]
Due amount	$ 733,508

v3.24.1.1.u2

Current Assets (Details) - Schedule of Other Current Assets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Schedule of Other Current Assets [Line Items]
Total other current assets	$ 160	$ 0
Discount on Advance Receipts [Member]
Schedule of Other Current Assets [Line Items]
Total other current assets	144	0
Accrual of Discount on Notes [Member]
Schedule of Other Current Assets [Line Items]
Total other current assets	10	$ 0
Misc Other Current Assets [Member]
Schedule of Other Current Assets [Line Items]
Total other current assets	4
Promotional Items on Hand [Member]
Schedule of Other Current Assets [Line Items]
Total other current assets	$ 2

v3.24.1.1.u2

Current Assets (Details) - Schedule of Related Party Receivables - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Related Party Receivables [line Items]
Total Related Party Receivables	$ 799	$ 0
Georgia Fire [Member]
Schedule of Related Party Receivables [line Items]
Total Related Party Receivables	769
Bull Head [Member]
Schedule of Related Party Receivables [line Items]
Total Related Party Receivables	(5)
BCD [Member]
Schedule of Related Party Receivables [line Items]
Total Related Party Receivables	(31)
ILUS [Member]
Schedule of Related Party Receivables [line Items]
Total Related Party Receivables	$ 66

v3.24.1.1.u2

Current Assets (Details) - Schedule of Accounts Receivable $ in Thousands	Mar. 31, 2024 USD ($)
Schedule of Accounts Receivable [Line Items]
Total accounts receivable	$ 1,134
1-30 Days [Member]
Schedule of Accounts Receivable [Line Items]
Total accounts receivable	215
31-60 Days [Member]
Schedule of Accounts Receivable [Line Items]
Total accounts receivable	111
61-90 Days [Member]
Schedule of Accounts Receivable [Line Items]
Total accounts receivable	83
+90 days [Member]
Schedule of Accounts Receivable [Line Items]
Total accounts receivable	$ 725

v3.24.1.1.u2

Non-Current Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Feb. 23, 2024	Dec. 31, 2023
Current Assets [Line Items]
Long-term investments	$ 8,400		$ 0
Restricted shares (in Shares)	350,000
Convertible shares (in Shares)	352,500,000
Fair market value	$ 8,599,569
Transferred to goodwill	199,569
Goodwill	327
Emergency Response Technologies Inc [Member]
Current Assets [Line Items]
Long-term investments	$ 8,400		$ 0
Restricted shares (in Shares)	350,000
Convertible shares (in Shares)	350,000,000
Fair market value	$ 8,599,526
Acquired percentage		100.00%
Goodwill	$ 199,526
Series B [Member]
Current Assets [Line Items]
Restricted shares (in Shares)	350,000
Convertible shares (in Shares)	350,000,000

v3.24.1.1.u2

Non-Current Assets (Details) - Schedule of Property Plant and Equipment	Mar. 31, 2024
Minimum [Member] | Plant & Machinery [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives Property, Plant and Equipment	5 years
Minimum [Member] | Vehicles [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives Property, Plant and Equipment	5 years
Minimum [Member] | Furniture, Fixtures & Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives Property, Plant and Equipment	3 years
Maximum [Member] | Plant & Machinery [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives Property, Plant and Equipment	15 years
Maximum [Member] | Vehicles [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives Property, Plant and Equipment	10 years
Maximum [Member] | Furniture, Fixtures & Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives Property, Plant and Equipment	5 years

v3.24.1.1.u2

Non-Current Assets (Details) - Schedule of Accumulated depreciation & Carrying value $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Public Utility, Property, Plant and Equipment [Line Items]
Carrying value as of January 1, 2024	$ 89
Addition during Q1 2024
Charged Depreciation Q1 2024	11
Carrying value March 31, 2024	78
Plant & Machinery [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Carrying value as of January 1, 2024	41
Addition during Q1 2024
Charged Depreciation Q1 2024	4
Carrying value March 31, 2024	37
Furniture, Fixtures & Office Equipment [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Carrying value as of January 1, 2024	14
Addition during Q1 2024
Charged Depreciation Q1 2024	2
Carrying value March 31, 2024	12
Vehicles [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Carrying value as of January 1, 2024	34
Addition during Q1 2024
Charged Depreciation Q1 2024	5
Carrying value March 31, 2024	$ 29

v3.24.1.1.u2

Current Liabilities (Details) - USD ($)		3 Months Ended
	Jan. 08, 2024	Mar. 31, 2024	Dec. 31, 2023
Current Liabilities [Line Items]
Current liabilities		$ 5,407,000	$ 2,064,000
Trade and other payables		1,966,000,000
Legacy assets			$ 78,754.69
Cancellation of common stock (in Shares)	1,666,666
Removal of liability		7,500
Ms. Dzikowski [Member]
Current Liabilities [Line Items]
Consideration amount		$ 186,200

v3.24.1.1.u2

Current Liabilities (Details) - Schedule of Current Liabilities and Trade and Other Payables $ in Thousands	Mar. 31, 2024 USD ($)
Schedule of Current Liabilities and Trade and Other Payables [Line Items]
Total Accounts Payables Ageing	$ 1,966
0-30 days [Member]
Schedule of Current Liabilities and Trade and Other Payables [Line Items]
Total Accounts Payables Ageing	75
31-60 days [Member]
Schedule of Current Liabilities and Trade and Other Payables [Line Items]
Total Accounts Payables Ageing	248
61-90 days [Member]
Schedule of Current Liabilities and Trade and Other Payables [Line Items]
Total Accounts Payables Ageing	105
+90 days [Member]
Schedule of Current Liabilities and Trade and Other Payables [Line Items]
Total Accounts Payables Ageing	$ 1,538

v3.24.1.1.u2

Current Liabilities (Details) - Schedule of Related Parties Payable - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Bullhead [Member]
Schedule of Related Parties Payable [Line Items]
Total Related Parties Payable	$ 72
Firebug Mechanical [Member]
Schedule of Related Parties Payable [Line Items]
Total Related Parties Payable	721
BCD [Member]
Schedule of Related Parties Payable [Line Items]
Total Related Parties Payable	507
Related parties payable due to previous CEO [Member]
Schedule of Related Parties Payable [Line Items]
Total Related Parties Payable	0	$ 193
Related Party [Member]
Schedule of Related Parties Payable [Line Items]
Total Related Parties Payable	$ 1,300	$ 193

v3.24.1.1.u2

Non-Current Liabilities (Details) - USD ($)	Jan. 05, 2024	Jan. 03, 2024	Dec. 12, 2023	Mar. 31, 2024
Non-Current Liabilities [Line Items]
Accrued interest		$ 600,685
Convertible shares	150,753,425
Warrants issued				26,552
YAII PN, Ltd. [Member]
Non-Current Liabilities [Line Items]
Convertible conversion price				$ 0.004
Enza International Ltd [Member]
Non-Current Liabilities [Line Items]
Convertible conversion price			$ 0.004
Principal amount			$ 627,400
Debenture bears interest percentage			10.00%
Sky Holdings Limited [Member]
Non-Current Liabilities [Line Items]
Convertible conversion price			$ 0.004
Principal amount			$ 187,685
Debenture bears interest percentage			10.00%
Mechtech Industrial (Asia) Limited [Member]
Non-Current Liabilities [Line Items]
Convertible conversion price			$ 0.004
Principal amount			$ 82,663
Debenture bears interest percentage			10.00%
Samsara Luggage Inc [Member]
Non-Current Liabilities [Line Items]
Accrued interest		$ 600,685
Convertible shares	150,753,425
Outstanding shares percentage	91.50%

v3.24.1.1.u2

Non-Current Liabilities (Details) - Schedule of Warrants Classified Liability Exercise Price	Mar. 31, 2024 $ / shares shares
Schedule of Warrants Classified Liability Exercise Price [Line Items]
Warrant shares	26,552
Yorkville 3A [Member]
Schedule of Warrants Classified Liability Exercise Price [Line Items]
Warrant shares	13,095
Conversion price (in Dollars per share) | $ / shares	$ 21
Yorkville 3B [Member]
Schedule of Warrants Classified Liability Exercise Price [Line Items]
Warrant shares	2,619
Conversion price (in Dollars per share) | $ / shares	$ 21
Yorkville 3C [Member]
Schedule of Warrants Classified Liability Exercise Price [Line Items]
Warrant shares	10,838
Conversion price (in Dollars per share) | $ / shares	$ 3.46

v3.24.1.1.u2

Stockholders’ Equity (Details) - USD ($)					3 Months Ended
	Feb. 07, 2024	Jan. 26, 2024	Jan. 05, 2024	Jan. 03, 2024	Mar. 31, 2024	Mar. 31, 2023	Mar. 15, 2024	Feb. 28, 2024	Feb. 21, 2024	Feb. 05, 2024	Feb. 02, 2024	Jan. 18, 2024	Jan. 16, 2024	Dec. 31, 2023	Mar. 28, 2023	Mar. 13, 2023	Mar. 02, 2023	Feb. 17, 2023	Feb. 02, 2023	Jan. 20, 2023	Jan. 08, 2023	Dec. 31, 2022
Stockholders’ Equity [Line Items]
Minority interest amount (in Dollars)					$ 175,000									$ 0
Accrued interest (in Dollars)				$ 600,685
Common stock shares issued	1,714,286													13,922,414								4,406,312
Aggregate purchase price (in Dollars)					$ 80,000
Restricted shares					350,000
Converted shares common stock					352,500,000
Emergency Response Technologies [Member]
Stockholders’ Equity [Line Items]
Acquired percent					100.00%
Al Shola Mechanicals LLC [Member]
Stockholders’ Equity [Line Items]
Acquired percent					51.00%
Al Shola Mechanicals LLC [Member]
Stockholders’ Equity [Line Items]
Minority interest amount (in Dollars)					$ 168,000
Samsara Luggage Inc [Member]
Stockholders’ Equity [Line Items]
Accrued interest (in Dollars)				600,685
Acquired percentage of shares			91.50%
Ilustrato Pictures International Inc [Member]
Stockholders’ Equity [Line Items]
Accrued interest (in Dollars)				$ 600,685
Common stock shares converted			150,753,425
Acquired percentage of shares			91.50%
Common Stock [Member]
Stockholders’ Equity [Line Items]
Conversion of shares															277,308	265,504	250,000	240,155	229,163	219,710
Common stock shares converted						1,481,840
Aggregate purchase price (in Dollars)
Enza International [Member]
Stockholders’ Equity [Line Items]
Common stock shares issued													15,000,000
Fair market value (in Dollars)													$ 501,000
Mechtech International [Member]
Stockholders’ Equity [Line Items]
Common stock shares issued												1,150,000
Fair market value (in Dollars)												$ 40,595
Kyle Edward Comerford [Member]
Stockholders’ Equity [Line Items]
Common stock shares issued		1,714,286
Atara Feiglin Dzikowski [Member]
Stockholders’ Equity [Line Items]
Common stock shares issued							1,666,667				1,666,667
Fair market value (in Dollars)											$ 41,667										$ 41,667
Sky Holdings [Member]
Stockholders’ Equity [Line Items]
Common stock shares issued										15,000,000
Fair market value (in Dollars)										$ 586,500
Sanjeeb Safir [Member]
Stockholders’ Equity [Line Items]
Fair market value (in Dollars)																					$ 62,750
Kyle Edward Comerford [Member]
Stockholders’ Equity [Line Items]
Aggregate purchase price (in Dollars)		$ 30,000
Cameron Canzellarini [Member]
Stockholders’ Equity [Line Items]
Aggregate purchase price (in Dollars)	$ 50,000
Mechtech International [Member]
Stockholders’ Equity [Line Items]
Common stock shares issued									10,000,000
Fair market value (in Dollars)									$ 281,750
AL Shola Al Modea Safety and Security LLC [Member]
Stockholders’ Equity [Line Items]
Interests percentage					51.00%
Series A Preferred Stock [Member]
Stockholders’ Equity [Line Items]
Option to convert															7,000	6,650	6,262	9,000	9,300	10,000
Shares issued	80,698
Series B [Member]
Stockholders’ Equity [Line Items]
Restricted shares					350,000
Converted shares common stock					350,000,000
Series B Preferred Stock [Member] | Sanjeeb Safir [Member]
Stockholders’ Equity [Line Items]
Shares issued								2,500

v3.24.1.1.u2

General and Administrative Expenses (Details) - USD ($)	Jan. 03, 2024	Jan. 05, 2024
General And Administrative Expenses [Abstract]
Principal and accrued interest	$ 600,685
Convertible shares		150,753,425

v3.24.1.1.u2

General and Administrative Expenses (Details) - Schedule of General and Administrative Expenses - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2024	Mar. 31, 2023
Schedule Of General And Administrative Expenses Abstract
Salaries, Wages & benefits		$ 272
Management Expenses		1
Travel Expenses		21
Communication		3
Vehicles Rent, Running & Maintenance		3
Utilities Expenses		6
Legal Fee & Consultancy		66
Insurance Expenses		19
Rental Expenses		52
Other Expenses	[1]	790
Total		$ 1,232	$ 114
[1] On January 3, 2024, Ilustrato Pictures International Inc. (“ILUS”) acquired a convertible note from YAII PN, LTD with outstanding principal and accrued interest of $600,685 in the Company. On the January 5, 2024, the Company reissued a convertible note to ILUS who on the same day converted the note into 150,753,425 shares of common stock in the Company.

v3.24.1.1.u2

Subsequent Events (Details)					3 Months Ended
	May 09, 2024 USD ($)	Feb. 15, 2024 USD ($)	Jan. 05, 2024 shares	Jan. 03, 2024 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Nov. 13, 2024	Apr. 03, 2024 USD ($) shares	Dec. 31, 2023 USD ($)	Jan. 05, 2023 USD ($)
Subsequent Event [Line Items]
Interest amount	$ 11,557
Accrued interest				$ 600,685
Revenues					$ 1,099,000	$ 248,000
Cost of revenues					779,000	146,000
Gross profit					$ 320,000	102,000
Percentage of gross profit margin					25.00%
Operating expenses					$ 1,234,000	222,000
Net loss					(993,000)	(238,000)
Cash					157,000				$ 12,000
Total current liabilities					5,407,000				2,064,000
Working capital deficit					157,000,000				2,052,000
Total current assets					3,275,000				$ 12,000
Net cash used in operating activities					230,000	(95,000)
Investing activities					9,523,000	$ 0
Enza International Ltd [Member]
Subsequent Event [Line Items]
Principal amount								$ 500,000
Mechtech Industrial Ltd [Member]
Subsequent Event [Line Items]
Principal amount								$ 500,000
Diagonal Lending LLC [Member]
Subsequent Event [Line Items]
Principal amount	$ 77,050
Repay diagonal lending note		$ 88,607
Trading days	10
Ilustrato Pictures International Inc [Member]
Subsequent Event [Line Items]
Accrued interest				$ 600,685
Conversion of common shares (in Shares) | shares			150,753,425
Outstanding shares percentage			91.50%
Carsten Kjems Falk [Member]
Subsequent Event [Line Items]
Fair market value										$ 450,000
John-Paul Backwell [Member]
Subsequent Event [Line Items]
Fair market value										900,000
Daniel Link [Member]
Subsequent Event [Line Items]
Fair market value										300,000
Daniel Thomas Peters [Member]
Subsequent Event [Line Items]
Fair market value										150,000
Annemarie Leo-Smith [Member]
Subsequent Event [Line Items]
Fair market value										75,000
Aleksandar Savic [Member]
Subsequent Event [Line Items]
Fair market value										$ 30,000
Series B Preferred Stock [Member] | Diagonal Lending LLC [Member]
Subsequent Event [Line Items]
Conversion price		65.00%
Series B Preferred Stock [Member] | Subsequent Event [Member] | Carsten Kjems Falk [Member]
Subsequent Event [Line Items]
Shares issued (in Shares) | shares								15,000
Series B Preferred Stock [Member] | Subsequent Event [Member] | John-Paul Backwell [Member]
Subsequent Event [Line Items]
Shares issued (in Shares) | shares								30,000
Series B Preferred Stock [Member] | Subsequent Event [Member] | Daniel Link [Member]
Subsequent Event [Line Items]
Shares issued (in Shares) | shares								10,000
Series B Preferred Stock [Member] | Subsequent Event [Member] | Daniel Thomas Peters [Member]
Subsequent Event [Line Items]
Shares issued (in Shares) | shares								5,000
Series B Preferred Stock [Member] | Subsequent Event [Member] | Annemarie Leo-Smith [Member]
Subsequent Event [Line Items]
Shares issued (in Shares) | shares								2,500
Series B Preferred Stock [Member] | Subsequent Event [Member] | Aleksandar Savic [Member]
Subsequent Event [Line Items]
Shares issued (in Shares) | shares								1,000
Liquidity and Capital Resources [Member]
Subsequent Event [Line Items]
Cash					157,000
Total current liabilities					157,000
Total current assets					$ 3,209,000
Forecast [Member] | Enza International Ltd [Member]
Subsequent Event [Line Items]
Interest rate							7.00%
Forecast [Member] | Mechtech Industrial Ltd [Member]
Subsequent Event [Line Items]
Interest rate							7.00%

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