You should read the following discussion and analysis of our financial condition
and results of operations together with our financial statements and the related
notes included elsewhere in this Form 10-Q and in our Annual Report on Form 10-K
for the year ended December 31, 2020. Some of the information contained in this
discussion and analysis, particularly with respect to our plans and strategy for
our business and related financing, includes forward-looking statements within
the meanings of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange
Act, including statements regarding expectations, beliefs, intentions or
strategies for the future. When used in this report, the terms "anticipate,"
"believe," "estimate," "expect," "can," "continue," "could," "intend," "may,"
"plan," "potential," "predict," "project," "should," "will," "would" and words
or phrases of similar import, as they relate to our company or our management,
are intended to identify forward-looking statements. We intend that all
forward-looking statements be subject to the safe-harbor provisions of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are only predictions and reflect our views as of the date they are
made with respect to future events and financial performance, and we undertake
no obligation to update or revise, nor do we have a policy of updating or
revising, any forward-looking statement to reflect events or circumstances after
the date on which the statement is made or to reflect the occurrence of
unanticipated events, except as may be required under applicable law.
Forward-looking statements are subject to many risks and uncertainties that
could cause our actual results to differ materially from any future results
expressed or implied by the forward-looking statements as a result of several
factors including those set forth under "Risk Factors" in our Annual Report on
Form 10-K for the year ended December 31, 2020, and in this Quarterly Report on
Form 10-Q for the quarter ended June 30, 2021.
The Company notes that in addition to the description of historical facts
contained herein, this report contains certain forward-looking statements that
involve risks and uncertainties as detailed herein and from time to time in the
Company's other filings with the Securities and Exchange Commission and
elsewhere. Such statements are based on management's current expectations and
are subject to a number of factors and uncertainties, which could cause actual
results to differ materially from those, described in the forward-looking
statements. These factors include, among others: (a) the Company's fluctuations
in sales and operating results; (b) risks associated with international
operations; (c) regulatory, competitive and contractual risks; (d) development
risks; (e) the ability to achieve strategic initiatives, including but not
limited to the ability to achieve sales growth across the business segments
through a combination of enhanced sales force, new products, and customer
service; and (f) pending litigation.
Overview and Outlook
The Company was incorporated on May 7, 2007 under the name, "Darkstar Ventures,
Inc." under the laws of the State of Nevada. On November 12, 2019, the Company
completed its merger with the Delaware corporation that was previously known as
"Samsara Luggage, Inc." ("Samsara Delaware") in accordance with the terms of the
Merger Agreement and Plan of Merger, dated as of May 10, 2019, (the "Merger
Agreement") by and among the Company, Samsara Delaware, and Avraham Bengio,
pursuant to which Samsara Delaware merged with and into the Company, with the
Company being the surviving corporation (the "Merger"). Following the completion
of the Merger, the business of the Company going forward became the business of
Samsara Delaware prior to the Merger, namely, the development and sale of smart
luggage products.
Samsara Luggage unveiled its Next Generation smart carry-on at the 2020 Consumer
Electronics Show (CES). The Next Generation is the first to market a Wi-Fi
Hotspot technology for travelers to access a secured network globally. Samsara
Luggage also launched Essentials by Samsara, a safety kit providing commuters
with a new layer of safety with protective items like facemasks, hand sanitizer,
disposable gloves and alcohol wipes. These kits are sold individually and gifted
to customers with purchase of the Carry-on Aluminum suitcase or Smart Weekender
bag. During the last quarter of 2020, Samsara launched Sarah & Sam Fashion
("Sarah & Sam) and Lifestyle Collection. The development and launch of Sarah &
Sam was further enabled due to the Company's digital assets and online sales
capabilities, including direct-to-consumers websites, inhouse lists of
identified users, mailing lists, and social media presence. Sarah & Sam is a
part of Samsara Direct business model prompted by the travel limitations due to
the coronavirus pandemic, leveraging the company's established digital assets
and manufacturing and fulfillment supply chain capabilities to offer additional
consumer products that respond to the changing needs of the market.
18
Recent Developments
Reverse Stock Split
On March 17, 2021, the Company filed a Certificate of Change with the Secretary
of State of the State of Nevada (the "Certificate of Change") to effect a
reverse split of Company's common stock at a ratio of 1-for-7,000 (the "Reverse
Stock Split"). The Reverse Stock Split took effect at the open of business on
Tuesday, March 23, 2021. As a result of the Reverse Stock Split, each seven
thousand (7,000) pre-split shares of common stock outstanding automatically
combined into one (1) new share of common stock without any action on the part
of the holders, and the number of outstanding shares common stock were reduced
from 5,995,825,131 shares to 8,565,465 shares (subject to rounding of fractional
shares).
No fractional shares were issued in connection with the Reverse Stock Split. The
Company issued one whole share of the post-Reverse Stock Split Common Stock to
any stockholder who otherwise would have received a fractional share as a result
of the Reverse Stock Split.
Increase in Authorized Share Capital
On October 5, 2020, the Board of Directors of the Company approved, and the
holders of a majority of the outstanding shares of our common stock, par value
$0.0001 per share, (the "Common Stock"), executed a written consent in lieu of a
meeting that approved, amending the Company's Articles of Incorporation to
increase the number of authorized shares of common stock from 5,000,000,000 to
7,500,000,000 (the "Authorized Capital Increase").
On November 3, 2020, the Company effected the Authorized Capital Increase by
filing with the Secretary of State of the State of Nevada a Certificate of
Amendment amending the Company's Articles of Incorporation to increase the
number of authorized shares of common stock from 5,000,000,000 to
7,500,000,000.
YAII PN Ltd. Convertible Debentures
September 2020
On September 3, 2020, the Company entered into a Securities Purchase Agreement
("SPA") with YAII PN, Ltd. (the "Investor"), pursuant to which the Investor
invested an aggregate amount of $220,000 in two tranches, and the Company issued
convertible debentures and warrants to the Investor. The first tranche of the
investment in the amount of $150,000 was provided upon signature of the SPA. The
second tranche in the amount of $70,000 was provided on October 7, 2020. The
funds are expected to be used to finance the Company's working capital and other
general corporate needs. Each tranche of the investment will bear interest at an
annual rate of ten percent (10%) and will be repayable after two years. Each
tranche of the investment will be convertible at any time into shares of the
Company's Common Stock at a conversion price equal to the lower of (a) $0.003
per share, or (b) 80% of the lowest the daily dollar volume-weighted average
price for the Company's Common Stock during the 10 trading days immediately
preceding the conversion date.
As part of the transaction, the Company issued to the Investor warrants to
purchase an aggregate of 18,333,333 shares of Common Stock, at an exercise price
equal to $0.003. The term of each warrant is five years from the issue date.
Each warrant may be exercised by cash payment or through cashless exercise by
the surrender of warrant shares having a value equal to the exercise price of
the portion of the warrant being exercised.
The Company undertook to increase its authorized shares of Common Stock to at
least 7,000,000,000 within 90 days of the closing.
The foregoing descriptions of the terms and conditions of the SPA and the
convertible debentures are qualified in their entirety by reference to the full
text of the SPA and the convertible debentures.
The Company issued the convertible debentures and the warrants under the
exemptions from registration provided by Section 4(a)(2) of the Securities Act
of 1933. The Company expect that any issuance of shares of common stock pursuant
to the terms of the convertible debentures and the warrants will be exempt from
registration under Section 4(a)(2) of the Securities Act of 1933, as amended
(the "Securities Act"), and regulations promulgated thereunder. None of these
transactions involved any underwriters, underwriting discounts or commissions,
or any public offering, and the Investor had adequate access, through their
relationships with the Company, to information about the Company.
The shares of common stock to be issued in the event of conversion of the
convertible debentures and upon exercise of the warrants will not be registered
under the Securities Act, or any state securities laws, and may not be offered
or sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act.
19
April 2021On April 6, 2021, the Company entered into a Securities Purchase Agreement
("Second SPA") with the Investor, pursuant to which the Investor invested
$150,000, and the Company issued a convertible debenture and warrants to the
Investor. The $150,000 investment was provided upon signature of the Second SPA.
The investment will bear interest at an annual rate of ten percent (10%) and
will be repayable after two years. The investment will be convertible at any
time into shares of the Company's Common Stock at a conversion price equal to
the lower of (a) $3.46, or (b) 80% of the lowest the daily dollar
volume-weighted average price for the Company's Common Stock during the 10
trading days immediately preceding the conversion date.
As part of the transaction, the Company issued to the Investor warrants to
purchase an aggregate of 10,838 shares of Common Stock, at an exercise price
equal to $3.46. The term of each warrant is five years from the issue date. Each
warrant may be exercised by cash payment or through cashless exercise by the
surrender of warrant shares having a value equal to the exercise price of the
portion of the warrant being exercised.
June 2021
On June 7, 2021, the Company entered into a securities purchase agreement with
the Investor, pursuant to which the Company sold and issued convertible
debentures in the aggregate amount of up to $1,250,000 (the "Purchase Price"),
which are convertible into shares of the Company's common stock, par value
$0.0001 (the "Common Stock") (as converted, the "Conversion Shares"), of which:
(i) a Convertible Debenture (the "First Convertible Debenture") in the principal
amount of $500,000 (the "First Convertible Debenture Purchase Price") was
issued upon execution of the Securities Purchase Agreement (the "First
Closing Date");
(ii) a Convertible Debenture (the "Second Convertible Debenture") in the
principal amount of $500,000 shall be issued within one (1) business day
following the filing of a registration statement on Form S-1 (the
"Registration Statement") under the Securities Act of 1933, as amended,
registering the Conversion Shares issuable upon conversion of the
Convertible Debentures with the Securities and Exchange Commission (the
"SEC"); and
(iii) a Convertible Debenture (the "Third Convertible Debenture") in the
principal amount of $250,000 (the "Third Convertible Debenture Purchase
Price") shall be issued within one (1) business day following the
Registration Statement having been declared effective by the SEC.
The Convertible Debentures bear interest at a rate of 10% per annum (15% on
default) and have a maturity date of one (1) year. The Convertible Debentures
provide a conversion right, in which any portion of the principal amount of the
Convertible Debentures, together with any accrued but unpaid interest, may be
converted into the Company's Common Stock at a conversion price equal to 80% of
the lowest volume weighted average price of the Company's Common Stock during
the ten (10) trading days immediately preceding the date of conversion, subject
to adjustment. The Convertible Debentures may not be converted into common stock
to the extent such conversion would result in the Investor beneficially owning
more than 9.99% of the Company's outstanding Common Stock (the "Beneficial
Ownership Limitation"); provided, however, that the Beneficial Ownership
Limitation may be waived by the Investor upon not less than 65 days' prior
notice to the Company. The Convertible Debentures provide the Company with a
redemption right, pursuant to which the Company, upon fifteen (15) business
days' prior notice to the Investor, may redeem, in whole or in part, outstanding
principal and interest at a redemption price equal to the principal amount being
redeemed plus a redemption premium equal to 5% of the outstanding principal
amount being redeemed plus outstanding and accrued interest; however, the
Investor shall have fifteen (15) business days after receipt of the Company's
redemption notice to elect to convert all or any portion of the Convertible
Debentures, subject to the Beneficial Ownership Limitation.
In connection with the Securities Purchase Agreement, the Company executed a
registration rights agreement (the "Registration Rights Agreement") pursuant to
which it is required to file the Registration Statement with the SEC for the
resale of the Conversion Shares. Pursuant to the Registration Rights Agreement,
the Company is required to meet certain obligations with respect to, among other
things, the timeliness of the filing and effectiveness of the Registration
Statement. The Company is obligated to file the Registration Statement no later
than 45 days after the First Closing Date and to have it declared effective by
the SEC no later than 105 days after filing (the "Registration Obligations").
The transaction closed on June 7, 2021 when the Company received the First
Convertible Debenture Purchase Price.
20
Results of Operations
Six months ended June 30, 2021 compared to the six months ended June 30, 2020
Revenue
The Company generates revenues through the sale and distribution of smart
luggage products and sales through the Sarah & Sam fashion brand. Revenues
during the six months ended June 30, 2021 totaled $184,000 compared to $351,000
for the six months ended June 30, 2020. The decrease in the total revenue is
mainly due to the Essentials Kits sales in second quarter of 2020, that
increased sales dramatically, offering COVID essentials products that were in
high demand at the beginning of the pandemic. Revenues generated exclusively by
Sarah & Sam during the six months ended June 30, 2021 totaled $150,000 with a
gross profit of $80,000 which represents a gross profit margin of 53.3%.
Revenues for the second quarter ending June 30, 2021 grew by 200% with an
increase in new cluster sales from its newest vertical Sarah and Sam. Samsara
launched Sarah & Sam, a fashion and lifestyle collection in the fourth quarter
of the 2020 fiscal year. Sarah & Sam is a part of Samsara Direct, a new business
model initiated in response to the travel restrictions enforced due to the
coronavirus pandemic. Samsara Directleverages the company's established digital
assets and manufacturing and fulfillment supply chain capabilities to offer
additional consumer products that respond to the changing needs of the market.
Costs of Revenue
Costs of revenue consists of the purchase of raw materials and the cost of
production. Cost of revenues during the six months ended June 30, 2021 totaled
$141,000 compared to $186,000 for the six months ended June 30, 2020. The
decrease in the costs of revenue is mainly due to decrease in sales as described
above.
Gross Profit
During the six months ended June 30, 2021, Gross Profit totaled $43,000,
representing a Gross Profit margin of 23.36%. During the six months ended
June 30, 2020, Gross Profit totaled $165,000, representing a Gross Profit margin
of 47%.
Operating Expenses
Operating expenses totaled $777,000 during the six months ended June 30, 2021,
compared to $851,000 during the six months ended June 30, 2020, representing a
net decrease of $74,000. The decrease in the operating expenses is mainly due to
decrease in the research and development and selling and marketing expenses.
Financing Income (expenses)
Financing expenses totaled $1,743,000 during the six months ended June 30, 2021
compared to a financing income of $461,000 during the six months ended June 30,
2020 representing a net decrease of 2,204,000. The increase in the financing
expenses is mainly due to increase in the expenses in respect of warrants issued
and convertible component in convertible loan, net interest expenses mostly
attributed to the conversion of the warrants into the Common Shares of the
Company.
21
Net Profit/Loss
We realized a net loss of $2,477,000 for the six months ended June 31, 2021, as
compared to a net loss of $225,000 for the six months ended June 31, 2020, for
the reasons described above.
Three months ended June 30, 2021 compared to the three months ended June 30,
2020
Revenue
The Company generates revenues through the sale and distribution of smart
luggage products and sales through the Sarah & Sam fashion brand. Revenues
during the three months ended June 30, 2021 totaled $109,000 compared to
$330,000 for the three months ended June 30, 2020.The decrease in the total
revenue is mainly due to the Essentials Kits sales in Q2 of 2020, that increased
sales dramatically, offering COVID essentials products that were in high demand
at the beginning of the pandemic. Revenues generated exclusively by Sarah & Sam
during the three months ended June 30, 2021 totaled $98,000 with a gross profit
of $45,000 which represents a gross profit margin of 46%.
Costs of Revenue
Costs of revenue consists of the purchase of raw materials and the cost of
production. Cost of revenues during the three months ended June 30, 2021 totaled
$104,000 compared to $172,000 for the three months ended June 30, 2020. The
increase in the costs of revenue is mainly due to increase in sales as described
above.
Gross Profit
During the three months ended June 30, 2021, Gross Profit totaled $5,000,
representing a Gross Profit margin of 4.58%. During the three months ended
June 30, 2020, Gross Profit totaled $158,000, representing a Gross Profit margin
of 48%.
Operating Expenses
Operating expenses totaled $451,000 during the three months ended June 30, 2021,
compared to $487,000 during the three months ended June 30, 2020, representing a
net decrease of $36,000. The decrease in the operating expenses is mainly due to
decrease in the research and development, selling and marketing expenses.
Financing Income (expenses)
Financing expenses totaled $1,396,000 during the three months ended June 30,
2021 compared to a financing expenses of $58,000 during the three months ended
June 30, 2020 representing a net increase of 1,338,000. The increase in the
operating expenses is mainly due to increase in the expenses in respect of
warrants issued and convertible component in convertible loan, net interest
expenses. The decrease in the financing expenses is mainly due to increase in
the expenses in respect of warrants issued and convertible component in
convertible loan, net interest expenses mostly attributed to the conversion of
the warrants into the Common Shares of the Company.
Net Profit/Loss
We realized a net loss of $1,842,000 for the three months ended June 31, 2021,
as compared to a net loss of $387,000 for the three months ended June 31, 2020,
for the reasons described above.
Liquidity and Capital Resources
Liquidity is the ability of a company to generate funds to support its current
and future operations, satisfy its obligations, and otherwise operate on an
ongoing basis. Significant factors in the management of liquidity are funds
generated by operations, levels of accounts receivable and accounts payable and
capital expenditures.
22
As of June 30, 2021, the Company had $197,000 of cash, total current assets of
$294,000, and total current liabilities of $1,166,000, creating a working
capital deficit of $872,000. As of December 31, 2020, the Company had $54,000 of
cash, total current assets of $211,000 and total current liabilities of
$1,127,000 creating a working capital deficit of $916,000. The decrease in our
working capital deficit was mainly attributable to decrease of $46,000 in cash
and cash equivalents.
Net cash used in operating activities was $285,000 for the six months ended
June 30, 2021, as compared to cash used in operating activities of $376,000 for
the six months ended June 30, 2020. The Company's primary uses of cash have been
for research and development expenses, sales and marketing expenses, and working
capital purposes.
Net cash provided by financing activities was $428,000 for the six months ended
June 30, 2021, as compared to $55,000 for the six months ended June 30, 2020.
We have principally financed our operations through the sale of our common stock
and the issuance of debt. Due to our operational losses, we relied to a large
extent on financing our cash flow requirements through issuance of common stock
and debt. There can be no assurance we will be successful in raising the
necessary funds to execute our business plan.
Necessity of Additional Financing
Securing additional financing is critical to implementation of our business
plan. If and when we obtain the required additional financing, we should be able
to fully implement our business plan. In the event we are unable to raise any
additional funds we will not be able to pursue our business plan, and we may
fail entirely. We currently have no committed sources of financing.
Going Concern Consideration
The above conditions raise substantial doubt about our ability to continue as a
going concern. Our independent auditors included an explanatory paragraph in
their report on the accompanying financial statements regarding concerns about
our ability to continue as a going concern. Our financial statements contain
additional note disclosures describing the circumstances that lead to this
disclosure by our independent auditors. Although we anticipate that our current
operations will provide us with cash resources, we believe existing cash will
not be sufficient to fund planned operations and projects through the next 12
months. Therefore, we believe we will need to increase our sales, attain
profitability, and raise additional funds to finance our future operations. Any
meaningful equity or debt financing will likely result in significant dilution
to our existing stockholders. There is no assurance that additional funds will
be available on terms acceptable to us, or at all.
To address these risks, we must, among other things, implement and successfully
execute our business and marketing strategy surrounding our products,
continually develop and upgrade our website, respond to competitive
developments, lower our financing costs, and attract, retain and motivate
qualified personnel. There can be no assurance that we will be successful in
addressing such risks, and the failure to do so can have a material adverse
effect on our business prospects, financial condition and results of operations.
Seasonality
We do not expect our sales to be impacted by seasonal demands for our products.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
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